Annual Report • Mar 15, 2019
Annual Report
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TIM054-19_03_11_Sostenibilit Divisori [email protected] 3 11/03/19 15:42
| TIM Group _______4 | |
|---|---|
| Key Operating and Financial Data - TIM Group ________ 9 | |
| Financial and Operating Highlights of the Business Units of the TIM Group _______ 23 | |
| Main Commercial Developments _______ 34 | |
| Main changes in the regulatory framework ___________ 37 | |
| Competition _____________ 42 | |
| Consolidated Financial Position and Cash Flows Performance ______ 46 | |
| Consolidated Data – Tables of detail __________ 53 | |
| Social and environmental impact of operations and their economic aspects ______ 61 | |
| Research and development ____________ 66 | |
| Consolidated Non-Financial Statement ________ 71 | |
| Events subsequent to December 31, 2018 ______ 72 | |
| Business Outlook for the Year 2019 ___________ 72 | |
| Main risks and uncertainties ____________ 74 | |
| Information for Investors ________ 78 | |
| Related party transactions and direction and coordination activity ________ 81 | |
| Alternative Performance Measures ___________ 82 | |
| TIM S.p.A.______ 84 | |
| Review of Key Operating and Financial Data - TIM S.p.A. _____ 85 | |
| Financial Statements – TIM S.p.A. _______ 97 | |
| Reconciliation of Consolidated Equity ________ 103 | |
| Corporate Boards at December 31, 2018 ______ 104 | |
| Macro-Organization Chart ____________ 106 |
| Contents _______________ 111 | |
|---|---|
| Consolidated Statements of Financial Position ______ 112 | |
| Separate Consolidated Income Statements _________ 114 | |
| Consolidated Statements of Comprehensive Income _______ 115 | |
| Consolidated Statements of Changes in Equity ______ 116 | |
| Consolidated Statements of Cash Flows ______ 117 | |
| Notes to the Consolidated Financial Statements _____ 119 | |
| Certification of the Consolidated Financial Statements pursuant to Article 81-ter | |
| of Consob Regulation 11971 dated May 14, 1999, with Amendments and Additions _____ 272 | |
| Independent Auditors' Report _________ 273 |
| TIM S.p.A. SEPARATE FINANCIAL STATEMENTS_____274 | |
|---|---|
| Contents _______________ 277 | |
| Statements of Financial Position _______ 278 | |
| Separate Income Statements ________ 280 | |
| Statements of Comprehensive Income _______ 281 | |
| Statements of Changes in Equity ____________ 282 | |
| Statements of Cash Flows ____________ 283 | |
| Notes to the Separate Financial Statements of TIM S.p.A. _________ 285 | |
| Certification of the Separate Financial Statements Pursuant to Article 81-ter | |
| of Consob Regulation 11971 dated May 14, 1999, with Amendments and Additions _____ 424 | |
| Independent Auditors' Report _________ 425 | |
| OTHER INFORMATION_________427 | |
| Report of the Board of Statutory Auditors ___________ 429 | |
| Proposed Resolutions __________ 451 |
| Glossary __________ 455 |
|---|
| Useful Information _____________ 474 |
REPORT ON OPERATIONS
The Domestic Business Unit operates as the consolidated market leader in the sphere of voice and data services on fixed and mobile networks for final retail customers and other wholesale operators.
Olivetti, which is part of the Core Domestic Business segment, operates in the area of products and services for Information Technology, covering the "traditional" areas of the office and retail world, as well as the innovative world of IoT, M2M and Big Data.
INWIT S.p.A. operates in the electronic communications infrastructure sector, specifically in relation to infrastructure for housing radio transmission equipment for mobile telephone networks, both for TIM and other operators.
The Telecom Italia Sparkle group operates In the international field in the development of fiber optic networks for wholesale customers (in Europe, in the Mediterranean and in South America).
Telecom Italia Sparkle Group
The Brazil Business Unit (Tim Brasil group) provides mobile telephone services using UMTS, GSM and LTE technologies. Moreover, the Tim Brasil group offers fiber optic data transmission using full IP technology, such as DWDM and MPLS and residential broadband services.
Tim Brasil Serviços e Participações S.A.

Chief Executive Ocer/General Manager Luigi Gubitosi
Directors Alfredo Altavilla (indipendente), Paola Bonomo (indipendente), Giuseppina Capaldo (indipendente), Maria Elena Cappello (indipendente), Massimo Ferrari (indipendente), Amos Genish, Paola Giannotti de Ponti (indipendente), Marella Moretti (indipendente), Lucia Morselli (indipendente), Dante Roscini (Lead Independent Director), Arnaud Roy de Puyfontaine, Rocco Sabelli (indipendente), Michele Valensise (indipendente)
Secretary to the Board Agostino Nuzzolo

Chairman Roberto Capone
Giulia De Martino, Anna Doro, Marco Fazzini, Francesco Schiavone Panni Acting Auditors
Alternate Auditors Andrea Balelli, Antonia Coppola, Franco Dalla Sega, Laura Fiordelisi
Auditor's Report PwC S.p.A.
Report on Operations


Key operating and financial data (comparable data)
| REVENUES | 19,109 | Millions of Euros |
|||
|---|---|---|---|---|---|
| EBITDA | |||||
| 7,713 | Millions of Euros |
||||
| EBITDA MARGIN | |||||
| organic excluding non recurrent |
42.4% | ||||
| ADJUSTED NET FINANCIAL DEBT | |||||
| 25,270 | Millions of Euros |
||||
| CAPITAL EXPENDITURES & SPECTRUM | |||||
| 6,558 | Millions of Euros |
||||
| HEADCOUNT ITALY | HEADCOUNT OUTSIDE ITALY | ||||
| 48,005 | numbers | 9,896 | numbers | ||
| HEADCOUNT AT YEAR END | |||||
| 57,901 | numbers |
| (millions of euros) | 2018 | 2017 | 2016 | 2015 | 2014 | |
|---|---|---|---|---|---|---|
| Revenues | 18,940 | 19,828 | 19,025 | 19,719 | 21,574 | |
| EBITDA | (1) | 7,403 | 7,790 | 8,002 | 7,006 | 8,785 |
| EBIT before goodwill impairment loss | 3,151 | 3,291 | 3,722 | 3,203 | 4,529 | |
| Goodwill impairment loss | (2,590) | − | − | (240) | − | |
| EBIT | (1) | 561 | 3,291 | 3,722 | 2,963 | 4,529 |
| Profit (loss) before tax from continuing operations | (777) | 1,777 | 2,799 | 453 | 2,350 | |
| Profit (loss) from continuing operations | (1,152) | 1,287 | 1,919 | 50 | 1,420 | |
| Profit (loss) from Discontinued operations/Non-current assets held for sale |
− | − | 47 | 611 | 541 | |
| Profit (loss) for the year | (1,152) | 1,287 | 1,966 | 661 | 1,961 | |
| Profit (loss) for the year attributable to Owners of the Parent |
(1,411) | 1,121 | 1,808 | (70) | 1,351 | |
| Spectrum & capital expenditures | 6,408 | 5,701 | 4,876 | 5,197 | 4,984 |
| (millions of euros) | 12/31/2018 12/31/2017 12/31/2016 12/31/2015 12/31/2014 | ||||
|---|---|---|---|---|---|
| Total Assets | 65,619 | 68,783 | 70,446 | 71,268 | 71,596 |
| Total Equity | 21,747 | 23,783 | 23,553 | 21,249 | 21,584 |
| - attributable to Owners of the Parent | 19,528 | 21,557 | 21,207 | 17,554 | 18,068 |
| - attributable to non-controlling interests | 2,219 | 2,226 | 2,346 | 3,695 | 3,516 |
| Total Liabilities | 43,872 | 45,000 | 46,893 | 50,019 | 50,012 |
| Total Equity and Liabilities | 65,619 | 68,783 | 70,446 | 71,268 | 71,596 |
| Share capital | 11,587 | 11,587 | 11,587 | 10,650 | 10,634 |
| Net financial debt carrying amount | (1) 25,995 |
26,091 | 25,955 | 28,475 | 28,021 |
| Adjusted net financial debt | (1) 25,270 |
25,308 | 25,119 | 27,278 | 26,651 |
| Adjusted net invested capital | (2) 47,017 |
49,091 | 48,672 | 48,527 | 48,235 |
| Debt Ratio (Adjusted net financial debt/Adjusted net invested capital) |
53.7% | 51.6% | 51.6% | 56.2% | 55.3% |
| 2018 | 2017 | 2016 | 2015 | 2014 | ||
|---|---|---|---|---|---|---|
| EBITDA/Revenues | (1) | 39.1% | 39.3% | 42.1% | 35.5% | 40.7% |
| EBIT/Revenues (ROS) | (1) | 3.0% | 16.6% | 19.6% | 15.0% | 21.0% |
| Adjusted Net Financial Debt/EBITDA | (1) | 3.4 | 3.2 | 3.1 | 3.9 | 3.0 |
(*) Since January 1, 2018, the TIM Group has adopted: the IFRS 9 accounting standard (Financial Instruments) retrospectively - using the specific exemptions in the standard and without restating comparative figures of previous periods - and the IFRS 15 accounting standard (Revenue from contracts with customers), using the modified retrospective method. Consequently, operating and financial data of previous years have not been restated. In addition, as allowed by IFRS 9, the TIM Group decided to continue to apply the hedge accounting provisions contained in IAS 39 instead of those of IFRS 9. Further details are provided in the Note "Accounting Policies" to the Consolidated Financial Statements at December 31, 2018 of the TIM Group.
(1) Details are provided under "Alternative Performance Measures".
(2) Adjusted net invested capital = Total equity + Adjusted net financial debt.
| (number) | 12/31/2018 12/31/2017 12/31/2016 12/31/2015 12/31/2014 | ||||
|---|---|---|---|---|---|
| Headcount (excluding headcount relating to Discontinued operations/Non-current assets held for sale) |
57,901 | 59,429 | 61,229 | 65,867 | 66,025 |
| Headcount relating to Discontinued operations/Non current assets held for sale |
− | − | − | 16,228 | 16,420 |
| (equivalent number) | 2018 | 2017 | 2016 | 2015 | 2014 |
|---|---|---|---|---|---|
| Headcount (excluding headcount relating to Discontinued operations/Non-current assets held for sale) |
54,423 | 54,946 | 57,855 | 61,553 | 59,285 |
| Headcount relating to Discontinued operations/Non current assets held for sale |
− | − | 2,581 | 15,465 | 15,652 |
| (euros) | 2018 | 2017 | 2016 |
|---|---|---|---|
| Share prices (December average) | |||
| - Ordinary | 0.55 | 0.73 | 0.79 |
| - Savings | 0.47 | 0.60 | 0.64 |
| Dividends per share (2) |
|||
| - Ordinary | − | − | − |
| - Savings | 0.0275 | 0.0275 | 0.0275 |
| Pay Out Ratio (2) (*) |
13% | 9% | 10% |
| Market capitalization (in million euros) | 11,153 | 14,779 | 15,901 |
| Market to Book Value (**) |
0.61 | 0.74 | 0.84 |
| Dividend Yield (based on December average) (2) (***) |
|||
| - Ordinary | - | − | − |
| - Savings | 5.86% | 4.55% | 4.27% |
| (euros) | 2018 | 2017 | 2016 |
|---|---|---|---|
| Basic earnings per share - ordinary shares | (0.07) | 0.05 | 0.08 |
| Basic earnings per share – savings shares | (0.07) | 0.06 | 0.09 |
| Diluted earnings per share - ordinary shares | (0.06) | 0.05 | 0.08 |
| Diluted earnings per share – savings shares | (0.06) | 0.06 | 0.09 |
(1) Includes employees with temp work contracts.
(2) For 2018, the ratio was calculated on the basis of the proposed resolutions submitted to the shareholders' meeting held on March 29, 2019. For all periods, the reference index was assumed to be the Parent's Earnings, calculated by excluding non-recurring items (as detailed in the Note "Significant non-recurring events and transactions" in the Separate Financial Statements of TIM S.p.A. at December 31, 2018).
(*) Dividends paid in the following year/Profit for the year.
(**) Capitalization/Equity of TIM S.p.A..
(***) Dividends per share/Share prices.
On November 22, 2016, Regulation (EU) No. 2016/2067 was issued, which adopted IFRS 9 (Financial Instruments) at EU level, relating to the classification, measurement, derecognition and impairment of financial assets and liabilities, and hedge accounting.
As allowed by the accounting standard, the Tim Group:
The different classification of financial assets had no substantial impact for the TIM Group on the measurement of those assets, while the introduction of the expected credit loss model replacing the incurred loss model required by IAS 39, resulted in a reduction of 107 million euros in consolidated equity at the transition date of January 1, 2018.
On September 22, 2016, Commission Regulation (EU) No. 2016/1905 was issued, which adopted IFRS 15 (Revenues from contracts with customers) and the related amendments at EU level. On October 31, 2017, clarifications to IFRS 15 were adopted through Commission Regulation (EU) No. 2017/1987.
IFRS 15 replaces the standards that formerly governed revenue recognition, namely IAS 18 (Revenue), IAS 11 (Construction contracts) and the related interpretations on revenue recognition (IFRIC 13 Customer loyalty programmes, IFRIC 15 Agreements for the construction of real estate, IFRIC 18 Transfers of assets from customers and SIC 31 Revenue – Barter transactions involving advertising services).
The TIM Group has applied the modified retrospective method with the recognition of the cumulative effect of the first-time application of the standard as an adjustment to the opening balance of equity for the period when the standard is adopted, without restating prior periods.
The comprehensive net impact (including tax effects) of the adoption of IFRS 15 on consolidated equity at January 1, 2018 (transition date) was positive for 19 million euros and mainly connected with the combined effects of:
Further details are provided in the Note "Accounting Policies" to the Consolidated Financial Statements at December 31, 2018 of the TIM Group.
To enable the year-on-year comparison of the economic and financial performance for the year 2018, this Report on Operations also shows "comparable" financial position figures and "comparable" income statement figures, prepared in accordance with the previous accounting standards applied (IAS 39, IAS 18, IAS 11, and relative Interpretations).
In terms of economic and financial performance in 2018:
Consolidated revenues amounted to 18,940 million euros; comparable consolidated revenues amounted to 19,109 million euros, showing a drop of 3.6% compared to 2017, mainly due to the effects of the major depreciation of the Brazilian real, which lowered the contribution of the Brazil Business Unit to consolidated revenues, which are denominated in euros; in organic terms the Group's consolidated revenues increased by 0.1%.
Consolidated revenues for the fourth quarter of 2018 amounted to 4,863 million euros. The comparable figure (4,892 million euros) shows a drop of 5.0% (-2.5% in organic terms).
EBITDA was equal to 7,403 million euros; Comparable EBITDA amounted to 7,713 million euros, down by 1.0% on 2017 (+2.6% in organic terms), with an EBITDA margin of 40.4%, +1.1 percentage points on the figure for 2017 (40.4% in organic terms, +1.0 percentage points).
EBITDA for 2018 reflected a negative impact totaling 408 million euros relative to non-recurring net expenses.
EBITDA for 2017 reflected non-recurring expenses for a total of 883 million euros.
In the absence of these impacts, organic EBITDA would have been equal to 8,121 million euros, down by 3.4% over 2017, with an EBITDA margin of 42.4% (-1.6 percentage points).
EBITDA for the fourth quarter of 2018 amounted to 1,625 million euros. Comparable EBITDA amounted to 1,683 million euros, up by 6.7 million euros compared to the fourth quarter of 2017 (+10.9% in organic terms). EBIT amounted to 561 million euros; comparable EBIT amounted to 727 million euros, down -77.9% on 2017 (-77.3% in organic terms).
The EBIT was pulled down by 2,590 million euros relating to the goodwill impairment loss attributed to the Core Domestic Unit and International Wholesale: specifically, as at September 30, 2018, a goodwill impairment loss of 2.0 billion euros was recognized for the goodwill assigned to the Core Domestic Unit; during preparation of the annual financial statements, the impairment test was repeated and an additional impairment loss of 450 million euros for the Core Domestic Unit was recognized - bringing the overall impairment loss for 2018 to 2,450 million euros - as well as an impairment loss of 140 million euros for the goodwill assigned to International Wholesale.
Excluding this impairment loss as well as the negative impact of non-recurring net expenses totaling 408 million euros (912 million euros in 2017, at constant exchange rates), the change in EBIT would have been - 9.5%.
Consolidated EBIT for the fourth quarter of 2018 amounted to -56 million euros. Comparable EBIT amounted to -35 million euros (457 million euros in the fourth quarter of 2017).
| (millions of euros) | 2018 | 2018 | 2017 | % Change | |
|---|---|---|---|---|---|
| comparable | Organic | ||||
| (a) | (b) | (a-b) | |||
| Revenues | 18,940 | 19,109 | 19,828 | (3.6) | 0.1 |
| EBITDA (1) |
7,403 | 7,713 | 7,790 | (1.0) | 2.6 |
| EBITDA Margin | 39.1% | 40.4% | 39.3% | 1.1pp | |
| Organic EBITDA Margin | 39.1% | 40.4% | 39.4% | 1.0pp | |
| EBIT before goodwill impairment loss | 3,151 | 3,317 | 3,291 | 0.8 | |
| Goodwill impairment loss | (2,590) | (2,590) | − | ||
| EBIT (1) |
561 | 727 | 3,291 | (77.9) | (77.3) |
| EBIT Margin | 3.0% | 3.8% | 16.6% | (12.8)pp | |
| Organic EBIT Margin | 3.0% | 3.8% | 16.8% | (13.0)pp | |
| Profit (loss) for the year attributable to Owners of the Parent |
(1,411) | (1,298) | 1,121 | - | |
| Capital expenditures & spectrum | 6,408 | 6,558 | 5,701 | 15.0 | |
| 12/31/2018 | 12/31/2017 | Change Amount | |||
| Adjusted net financial debt (1) |
25,270 | 25,308 | (38) |
(1) Details are provided under "Alternative Performance Measures".
| (millions of euros) | 4th Quarter 2018 |
4th Quarter 2018 comparable |
4th Quarter 2017 |
% Change Organic |
|
|---|---|---|---|---|---|
| (a) | (b) | (a-b) | |||
| Revenues | 4,863 | 4,892 | 5,149 | (5.0) | (2.5) |
| EBITDA (1) |
1,625 | 1,683 | 1,577 | 6.7 | 10.9 |
| EBITDA Margin | 33.4% | 34.4% | 30.6% | 3.8pp | |
| Organic EBITDA Margin | 33.4% | 34.4% | 30.3% | 4.1pp | |
| EBIT before goodwill impairment loss | 534 | 555 | 457 | 21.4 | |
| Goodwill impairment loss | (590) | (590) | - | ||
| EBIT (1) |
(56) | (35) | 457 | - | - |
| EBIT Margin | (1.2)% | (0.7)% | 8.9% | (9.6)pp | |
| Organic EBIT Margin | (1.2)% | (0.7)% | 8.6% | (9.3)pp | |
| Profit (loss) for the period attributable to owners of the Parent |
(543) | (528) | 88 | − |
(1) Details are provided under "Alternative Performance Measures".
The obligations laid down in Legislative Decree 254/2016, regarding the disclosure of sensitive information of a non-financial nature and on diversity, have been the object of reporting by TIM Group since 1997, the year in which the Group published its first "Social Report", subsequently extended to cover environmental issues.
The current Sustainability Report follows a multi-stakeholder approach involving the joint analysis of actions taken in respect of the main stakeholders with whom the Company interacts. It is based on the main reference standard for Sustainability Reporting and on the principles (inclusivity, materiality, responsiveness) of the AA1000 AccountAbility Principles Standard (APS 2008), adopted by the Group as of the 2009 Financial Statements.
The 2018 materiality matrix, which summarizes the point of view of the Company and stakeholders, also identified the Sustainable Development Goals which the Group considers it can significantly contribute to, through its own operations.
Such non-financial reporting stands alongside the company's positioning in major sustainability indices, which in 2018 saw the TIM Group included, for the 15th consecutive year, in the Dow Jones Sustainability Indices World (DJSI World) and Europe (DJSI Europe), and its inclusion in the Euronext Vigeo World 120, Eurozone 120 and Europe 120 indices.
For more details of TIM's approach to sustainability and results achieved, see the 2018 Sustainability Report - Non-Financial Disclosure.
In the years 2018 and 2017, the TIM Group recognized non-recurring net operating expenses connected to events and transactions that by their nature do not occur on an ongoing basis in the normal course of operations and which have been shown because their amount is significant. Such expenses include the goodwill impairment loss, corporate restructuring and reorganization expenses, expenses resulting from regulatory disputes and sanctions and the liabilities related to those expenses, expenses for disputes with former employees, and liabilities with customers and/or suppliers, as well as items related to adjustments relative to previous years. In detail:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Non-recurring expenses (Income) | ||
| Revenues | ||
| Adjustments of revenues from previous years | 62 | - |
| Other income | ||
| Effect of Brazil BU tax recovery | (37) | - |
| Acquisition of goods and services and Change in inventories | ||
| Expenses related to agreements and the development of non-recurring projects |
15 | 10 |
| Employee benefits expenses | ||
| Expenses related to restructuring and rationalization and other expenses | 233 | 697 |
| Sundry expenses and provisions | ||
| Expenses related to disputes and regulatory penalties and liabilities related to those expenses, and expenses related to disputes with former employees |
||
| and liabilities with customers and/or suppliers | 135 | 176 |
| Impact on EBITDA | 408 | 883 |
| Goodwill impairment loss on Core Domestic and International Wholesale | 2,590 | - |
| Impairment losses on intangible assets | - | 30 |
| Impact on EBIT | 2,998 | 913 |
Non-recurring net expenses in 2018 included:
Non-recurring expenses in 2017 chiefly included provisions for the start-up of the company restructuring plan of TIM S.p.A..
For comparative purposes only and to provide a better understanding of business performance in the reporting period, besides non-recurring transactions, "one-off" items are highlighted which, by their nature, are not linear or recurring, in the reporting period or the comparative period. Such above-mentioned items exclusively pertain to the Domestic market, are not subject to auditing and are produced for explanatory purposes only.
In 2017, positive one-off items for a total of 112 million euros were posted, relative to the differential impact arising from the revised estimate of the settlement value of some contractual liabilities with customers and suppliers.
Revenues amounted to 18,940 million euros in 2018.
Comparable revenues on the same accounting basis amounted to 19,109 million euros, down by 3.6% (-719 million euros) on 2017 (19,828 million euros); the decrease is mainly attributable to the Brazil Business Unit (-543 million euros), due to the depreciation of the Brazilian real of approximately 20% compared to 2017, and the Domestic Business Unit (-169 million euros). Without the negative exchange rate effect( 1 1), the Brazil Business Unit saw growth of +189 million euros (+5.0%) and the organic change in consolidated revenues for the Group was up by 0.1% (+27 million euros).
Revenues for 2018 include a non-recurring adjustment of -62 million euros relating to previous financial years.
The breakdown of revenues on the same accounting basis for 2018 by operating segment is shown below, with comparative data provided for 2017.
| (millions of euros) | 2018 | 2017 | Change | ||||
|---|---|---|---|---|---|---|---|
| comparable % of total |
% of total | amount | % | % organic | |||
| Domestic | 15,185 | 79.5 | 15,354 | 77.4 | (169) | (1.1) | (1.0) |
| Core Domestic | 14,161 | 74.1 | 14,249 | 71.9 | (88) | (0.6) | (0.6) |
| International Wholesale | 1,272 | 6.7 | 1,349 | 6.8 | (77) | (5.7) | (4.7) |
| Brazil | 3,959 | 20.7 | 4,502 | 22.7 | (543) | (12.1) | 5.0 |
| Other Operations | − | − | − | − | − | ||
| Adjustments and eliminations | (35) | (0.2) | (28) | (0.1) | (7) | ||
| Consolidated Total | 19,109 | 100.0 | 19,828 | 100.0 | (719) | (3.6) | 0.1 |
EBITDA amounted to 7,403 million euros for 2018.
Comparable EBITDA for 2018 totaled 7,713 million euros (7,790 million euros in 2017), showing a drop of 77 million euros (-1.0%); the EBITDA margin stood at 40.4% (39.3% in 2017; +1.1 percentage points).
Organic EBITDA rose by 192 million euros (+2.6%) compared to 2017, with the organic EBITDA margin posting an increase of 1.0 percentage points, from 39.4% in 2017 to 40.4% in 2018.
Organic EBITDA, net of the non-recurring component, amounted to 8,121 million euros (8,404 million euros in 2017). Specifically EBITDA for 2018 reflected a negative impact totaling 408 million euros referring to nonrecurring expenses as already described.
For further details, see the Note "Non-recurring events and transactions" in the Consolidated Financial Statements as at December 31, 2018 of the TIM Group.
(1) The average exchange rates used for the translation into euro (expressed in terms of units of local currency per 1 euro) were 1.18121 in 2018 and 1.12946 in 2017 for the US dollar. For the Brazilian real, the average exchange rates used were 4.30628 in 2018 and 3.60584 in 2017. The effect of the change in exchange rates is calculated by applying the foreign currency translation rates used for the current period to the period under comparison.
| (millions of euros) | 2018 | 2017 | Change | |
|---|---|---|---|---|
| amount | % | |||
| REPORTED EBITDA | 7,403 | |||
| Effect of adoption of new accounting standards | 310 | |||
| COMPARABLE EBITDA – on the same accounting basis | 7,713 | 7,790 | (77) | (1.0) |
| Foreign currency financial statements translation effect | (269) | 269 | ||
| Changes in the scope of consolidation | − | − | ||
| ORGANIC EBITDA | 7,713 | 7,521 | 192 | 2.6 |
| of which non-recurring income/(expenses) | (408) | (883) | 475 | |
| Foreign currency translation effect on Non-recurring Income/(Expenses) |
− | − | ||
| ORGANIC EBITDA, excluding Non-recurring items | 8,121 | 8,404 | (283) | (3.4) |
Exchange rate fluctuations mainly related to the Brazil Business Unit.
In 2017, EBITDA also reflected some one-off items for a total of 112 million euros, relative to the differential impact arising from the revised estimate of the settlement value of some contractual liabilities with customers and suppliers.
The breakdown of comparable EBITDA, on the same accounting basis, by operating segment for 2018 compared to 2017 is shown below, together with the EBITDA margin.
| (millions of euros) | 2018 | 2017 | Change | ||||
|---|---|---|---|---|---|---|---|
| comparable | |||||||
| % of total | % of total | amount | % | % organic | |||
| Domestic | 6,221 | 80.6 | 6,171 | 79.2 | 50 | 0.8 | 0.9 |
| EBITDA Margin | 41.0 | 40.2 | 0.8 pp | 0.8 pp | |||
| Brazil | 1,511 | 19.6 | 1,635 | 21.0 | (124) | (7.6) | 10.4 |
| EBITDA Margin | 38.2 | 36.3 | 1.9 pp | 1.9 pp | |||
| Other Operations | (19) | (0.2) | (16) | (0.2) | (3) | ||
| Adjustments and eliminations | − | − | − | − | − | ||
| Consolidated Total | 7,713 | 100.0 | 7,790 | 100.0 | (77) | (1.0) | 2.6 |
| EBITDA Margin | 40.4 | 39.3 | 1.1 pp | 1.0 pp |
EBITDA was particularly impacted by the change in the line items analyzed below:
| (millions of euros) | 2018 comparable |
2017 | Change |
|---|---|---|---|
| Acquisition of goods | 1,957 | 1,863 | 94 |
| Revenues due to other TLC operators and costs for telecommunications network access services |
1,913 | 2,073 | (160) |
| Commercial and advertising costs | 1,306 | 1,386 | (80) |
| Power, maintenance and outsourced services | 1,101 | 1,220 | (119) |
| Rent and leases | 607 | 645 | (38) |
| Other service expenses | 1,205 | 1,201 | 4 |
| Total acquisition of goods and services | 8,089 | 8,388 | (299) |
| EBITDA Margin | 42.3 | 42.3 | 0.0 pp |
The drop essentially referred to the Brazil Business Unit for -347 million euros and was mainly driven by the negative exchange rate effect for 353 million euros. Excluding that effect, the item would have been positive and equal to approximately 6 million euros.
Employee benefits expenses (3,105 million euros; 3,084 million euros on comparable basis; 3,626 million euros in 2017):
| (millions of euros) | 2018 2017 |
Change | |
|---|---|---|---|
| comparable | |||
| Employee benefits expenses - Italy | 2,744 | 3,248 | (504) |
| Ordinary employee expenses and costs | 2,520 | 2,551 | (31) |
| Restructuring and other expenses | 224 | 697 | (473) |
| Employee benefits expenses – Outside Italy | 340 | 378 | (38) |
| Ordinary employee expenses and costs | 331 | 378 | (47) |
| Restructuring and other expenses | 9 | - | 9 |
| Total employee benefits expenses | 3,084 | 3,626 | (542) |
| EBITDA Margin | 16.1 | 18.3 | (2.2)pp |
The net decrease of 542 million euros was mainly driven by:
| (millions of euros) | 2018 | 2017 | Change |
|---|---|---|---|
| comparable | |||
| Late payment fees charged for telephone services | 60 | 59 | 1 |
| Recovery of employee benefit expenses, purchases and | |||
| services rendered | 27 | 22 | 5 |
| Capital and operating grants | 39 | 51 | (12) |
| Damages, penalties and recoveries connected with litigation | 29 | 40 | (11) |
| Partnership agreements and other arrangements with | |||
| suppliers | 22 | 129 | (107) |
| Estimate revisions and other adjustments | 73 | 188 | (115) |
| Other | 91 | 34 | 57 |
| Total | 341 | 523 | (182) |
Other operating income includes, inter alia :
| (millions of euros) | 2018 comparable |
2017 | Change |
|---|---|---|---|
| Write-downs and expenses in connection with credit | |||
| management | 495 | 400 | 95 |
| Provision charges | 189 | 228 | (39) |
| TLC operating fees and charges | 286 | 356 | (70) |
| Indirect duties and taxes | 125 | 111 | 14 |
| Penalties, settlement compensation and administrative fines | 73 | 33 | 40 |
| Association dues and fees, donations, scholarships and | |||
| traineeships | 12 | 15 | (3) |
| Other | 56 | 65 | (9) |
| Total | 1,236 | 1,208 | 28 |
Other operating expenses included a non-recurring component of 135 million euros (176 million euros in 2017), 108 million euros relative to the Domestic Business Unit, mainly referred to the fine levied on May 8, 2018 in application of the "Golden Power" rule (Italian Decree Law no. 21 of 15/3/2012) and 27 million euros to the Brazil Business Unit for expenses concerning litigation.
Depreciation and amortization amounted to 4,255 million euros.
On the same accounting basis, depreciation and amortization amounted to 4,399 million euros, breaking down as follows.
| (millions of euros) | 2018 | 2017 | Change |
|---|---|---|---|
| comparable | |||
| Amortization of intangible assets with a finite useful life | 1,743 | 1,793 | (50) |
| Depreciation of property, plant and equipment – owned and leased |
2,656 | 2,680 | (24) |
| Total | 4,399 | 4,473 | (74) |
This item amounted to 2,586 million euros in 2018 and mainly refers to the overall goodwill impairment loss of 2,590 million euros, recognized during the year and related to the Domestic Business Unit.
In accordance with IAS 36, goodwill is not subject to amortization, but is tested for impairment on at least an annual basis, when preparing the company's consolidated financial statements. At September 30, 2018, with reference to the Core Domestic CGU, internal and external events and circumstances had arisen that led the company to carry out impairment testing on the CGU and brought a recognition of an Impairment loss relative for an amount of 2,000 million euros.
In the 2018 Financial Statements, the annual impairment test resulted in an additional impairment loss of 450 million euros on the goodwill attributed to the Core Domestic CGU - bringing the total impairment loss for the financial year 2018 to 2,450 million euros - as well as an impairment loss of 140 million euros on the goodwill attributed to the International Wholesale CGU.
With reference to the Brazil Cash Generating Units, the Impairment test exercise did not show any impairment losses to the Goodwill allocated to the said CGUs.
In 2017, net impairment losses on non-current assets amounted to 37 million euros and mainly consisted of write-downs of intangible assets.
Further details are provided in the Note "Goodwill" to the Consolidated Financial Statements at December 31, 2018 of the TIM Group.
EBIT amounted to 561 million euros for 2018.
Comparable EBIT for 2018 totaled 727 million euros (3,291 million euros for 2017), a drop of 2,564 million euros (- 77.9%) compared to 2017; the EBIT margin stood at 3.8% (16.6% in 2017).
Organic EBIT was down by 2,476 million euros (-77.3%), with an organic EBIT margin of 3.8% (16.8% in 2017). Organic EBIT, net of the non-recurring component, amounted to 3,725 million euros (4,115 million euros in 2017), with an EBIT margin of 19.4% (21.6% in 2017).
EBIT for 2018 reflected the negative impact of non-recurring net expenses, including the aforesaid impairment loss on goodwill of the Core Domestic unit and International Wholesale totaling 2,998 million euros (912 million euros in 2017, at constant exchange rates).
Organic EBIT is calculated as follows:
| (millions of euros) | 2018 | 2017 | Change | |
|---|---|---|---|---|
| amount | % | |||
| REPORTED EBIT | 561 | |||
| Effect of adoption of new accounting standards | 166 | |||
| COMPARABLE EBIT – on the same accounting basis | 727 | 3,291 | (2,564) | (77.9) |
| Foreign currency financial statements translation effect | (88) | 88 | ||
| Changes in the scope of consolidation | − | − | ||
| ORGANIC EBIT | 727 | 3,203 | (2,476) | (77.3) |
| of which non-recurring income/(expenses) | (2,998) | (913) | (2,085) | |
| Foreign currency translation effect on Non-recurring Income/(Expenses) |
1 | (1) | ||
| ORGANIC EBIT, excluding Non-recurring items | 3,725 | 4,115 | (390) | (9.5) |
Exchange rate fluctuations mainly related to the Brazil Business Unit.
In 2018, this item showed a positive figure of 10 million euros and mainly included the dividends paid to TIM S.p.A. by the company Emittenti Titoli.
In 2017, this item amounted to an expense of 18 million euros and essentially included the allocation to the income statement of the Reserve for exchange differences on translating foreign operations for the investee company Tierra Argentea S.A., the liquidation of which was completed that year.
Finance income (expenses) show a net expense of 1,348 million euros (expense of 1,495 million euros in 2017): the improvement was mainly driven by lower finance expenses, connected to the reduction in the Group's average debt exposure and a drop in interest rates from the refinancing operations carried out over the last 12/18 months.
This item amounted to 375 million euros, a drop of 115 million euros on 2017 (490 million euros). Specifically, the figure for 2018 benefited from approximately 200 million euros contributed by the Brazil Business Unit, from the recognition of deferred tax assets related to the tax recoverability of past losses recorded in previous years that had become recoverable based on the expected profits. This impact was offset by the Parent TIM S.p.A.'s higher taxes, in relation to the impact of certain items in the 2018 financial year which have no tax relevance (mainly driven by the goodwill impairment loss and other non-deductible sundry expenses and minor benefits).
This item breaks down as follows:
| (millions of euros) | 2018 | 2018 comparable |
2017 |
|---|---|---|---|
| Profit (loss) for the year | (1,152) | (1,038) | 1,287 |
| Attributable to: | |||
| Owners of the Parent: | |||
| Profit (loss) from continuing operations | (1,411) | (1,298) | 1,121 |
| Profit (loss) from Discontinued operations/Non current assets held for sale |
− | − | − |
| Profit (loss) for the year attributable to Owners of the Parent |
(1,411) | (1,298) | 1,121 |
| Non-controlling interests: | |||
| Profit (loss) from continuing operations | 259 | 260 | 166 |
| Profit (loss) from Discontinued operations/Non current assets held for sale |
− | − | − |
| Profit (loss) for the year attributable to Non controlling interests |
259 | 260 | 166 |
The net loss for 2018 attributable to Owners of the Parent amounted to 1,411 million euros (while a net profit of 1,121 million euros was posted in 2017). The positive contribution from operating activities and the recognition of deferred tax assets in Brazil was offset by the aforementioned goodwill impairment loss of the Core Domestic Unit and International Wholesale, as well as other non-recurring net expenses and the effects of IFRS 9 and 15 application. Excluding those impacts, consolidated net profit for 2018 attributable to Owners of the Parent would have amounted to over 1.4 billion euros.
Business Unit
2018
Key operating and financial data (comparable data)


| (millions of euros) | 2018 | 2018 comparable |
2017 | Change (a-b) |
||
|---|---|---|---|---|---|---|
| (a) | (b) | amount | % | % organic | ||
| Revenues | 15,031 | 15,185 | 15,354 | (169) | (1.1) | (1.0) |
| EBITDA | 5,955 | 6,221 | 6,171 | 50 | 0.8 | 0.9 |
| EBITDA Margin | 39.6 | 41.0 | 40.2 | 0.8 pp | 0.8 pp | |
| EBIT | 16 | 177 | 2,772 | (2,595) | (93.6) | (93.6) |
| EBIT Margin | 0.1 | 1.2 | 18.1 | (16.9)pp | (16.9)pp | |
| Headcount at year end (number) |
48,200 | 49,851 | (1,651) | (3.3) |
| (millions of euros) | 4th Quarter 2018 |
4th Quarter 2018 comparable |
4th Quarter 2017 |
Change (a-b) |
||
|---|---|---|---|---|---|---|
| (a) | (b) | amount | % | % organic | ||
| Revenues | 3,849 | 3,874 | 4,042 | (168) | (4.2) | (4.2) |
| EBITDA | 1,216 | 1,263 | 1,116 | 147 | 13.2 | 13.1 |
| EBITDA Margin | 31.6 | 32.6 | 27.6 | 5.0 pp | 5.0 pp | |
| EBIT | (235) | (216) | 265 | (481) | − | − |
| EBIT Margin | (6.1) | (5.6) | 6.6 | (12.2)pp | (12.2)pp |
| 12/31/2018 | 12/31/2017 | 12/31/2016 | |
|---|---|---|---|
| Physical accesses at period end (thousands) (1) | 18,212 | 18,995 | 18,963 |
| of which retail physical accesses at period end (thousands) |
10,149 | 11,044 | 11,285 |
| Broadband accesses at period end (thousands) (2) | 11,184 | 10,154 | 9,206 |
| of which Retail broadband accesses at period end (thousands) |
7,575 | 7,641 | 7,191 |
| Network infrastructure in Italy: | |||
| copper access network (millions of km – pair, distribution and connection) |
114.4 | 114.6 | 114.4 |
| access and carrier network in optical fiber (millions of km - fiber) |
16.4 | 14.3 | 12.6 |
| Total traffic: | |||
| Minutes of traffic on fixed-line network (billions): | 58.3 | 64.0 | 69.1 |
| Domestic traffic | 46.2 | 50.7 | 55.6 |
| International traffic | 12.1 | 13.3 | 13.5 |
| Broadband volumes (PBytes) (3) | 9,394 | 7,848 | 5,774 |
(1) Does not include full-infrastructured OLOs and Fixed Wireless Access (FWA).
(2) Does not include LLU and NAKED, satellite and full-infrastructured OLOs and FWA.
(3) DownStream and UpStream traffic volumes.
| 12/31/2018 | 12/31/2017 | 12/31/2016 | |
|---|---|---|---|
| Lines at period end (thousands) (1) | 31,818 | 30,755 | 29,617 |
| Change in lines (%) | 3.5 | 3.8 | (1.3) |
| Churn rate (%) (2) | 26.3 | 26.2 | 22.8 |
| Total traffic: | |||
| Outgoing retail traffic (billions of minutes) | 57.0 | 51.4 | 44.9 |
| Incoming and outgoing retail traffic (billions of | |||
| minutes) | 85.4 | 78.1 | 69.6 |
| Browsing traffic (PBytes) (3) | 686.8 | 417.5 | 258.5 |
| Average monthly revenues per line (in euros) – ARPU (4) | 11.5 | 12.5 | 12.4 |
(1) The figure includes the SIM cards used on platforms for delivering Machine-to-Machine services.
(2) The data refer to total lines. The churn rate represents the number of mobile customers who discontinued service during the period expressed as a percentage of the average number of customers.
(3) National traffic excluding roaming.
(4) The values are calculated on the basis of revenues from services (including revenues from prepaid cards) as a percentage of the average number of lines.
Revenues for 2018 amounted to 15,031 million euros. Comparable revenues on the same accounting basis amounted to 15,185 million euros for 2018, down by 169 million euros on the previous year (-1.1%). Revenues for 2018 include a non-recurring adjustment of -62 million euros relating to previous financial years.
In the fourth quarter, revenues recorded a drop of 168 million euros (-4.2% compared to the fourth quarter of the 2017).
The revenues from services amounted to 13,834 million euros (-166 million euros over 2017, equal to -1.2%), impacted by the effects of a changed regulatory and competitive scenario (30-day pricing restored, entry of a fourth mobile operator and a reduction in the prices of some wholesale services). In detail:
Revenues from product sales, including the change in work in progress, amounted to 1,351 million euros in 2018 (-3 million euros on the previous year).
EBITDA for the Domestic Business Unit for 2018 amounted to 5,955 million euros.
Comparable EBITDA for 2018 totaled 6,221 million euros, up by 50 million euros compared to 2017 (+0.8%), with an EBITDA margin of 41.0% (+0.8 percentage points compared to the previous year).
Organic EBITDA rose by 53 million euros (+0.9%) compared to 2017, with the organic EBITDA margin posting an increase of 0.8 percentage points, from 40.2% in 2017 to 41.0% in 2018.
Organic EBITDA, net of the non-recurring component, amounted to 6,629 million euros (7,050 million euros in 2017). Specifically EBITDA for 2018 reflected a negative impact totaling 408 million euros referring to non-recurring expenses as already described.
In the fourth quarter of 2018, organic EBITDA amounted to 1,263 million euros, showing an increase of 146 million euros (+13.1%) compared to the fourth quarter of 2017, with the EBITDA margin posting an increase of 5.0 percentage points, rising from 27.6% in the fourth quarter of 2017 to 32.6% for 2018.
| (millions of euros) | 2018 | 2017 | Change | |
|---|---|---|---|---|
| amount | % | |||
| REPORTED EBITDA | 5,955 | |||
| Effect of adoption of new accounting standards | 266 | |||
| COMPARABLE EBITDA – on the same accounting basis | 6,221 | 6,171 | 50 | 0.8 |
| Foreign currency financial statements translation effect | − | (3) | 3 | |
| Changes in the scope of consolidation | − | − | − | |
| ORGANIC EBITDA | 6,221 | 6,168 | 53 | 0.9 |
| of which non-recurring income/(expenses) | (408) | (882) | 474 | |
| ORGANIC EBITDA - excluding Non-recurring items | 6,629 | 7,050 | (421) | (6.0) |
In 2017, EBITDA also reflected some one-off items for a total of 112 million euros, relative to the differential impact arising from the revised estimate of the period end value of some contractual liabilities with customers and suppliers.
The changes in the main cost items, on the same accounting basis, are shown below:
| (millions of euros) | 2018 comparable |
2017 | Change |
|---|---|---|---|
| Acquisition of goods and services | 6,289 | 6,235 | 54 |
| Employee benefits expenses | 2,761 | 3,266 | (505) |
| Other operating expenses | 742 | 704 | 38 |
In particular:
| (millions of euros) | 2018 | 2017 | Change |
|---|---|---|---|
| comparable | |||
| Acquisition of goods | 1,733 | 1,628 | 105 |
| Revenues due to other TLC operators and costs for telecommunications network access services |
1,562 | 1,614 | (52) |
| Commercial and advertising costs | 792 | 751 | 41 |
| Power, maintenance and outsourced services | 876 | 949 | (73) |
| Rent and leases | 397 | 414 | (17) |
| Other service expenses | 929 | 879 | 50 |
| Total acquisition of goods and services | 6,289 | 6,235 | 54 |
| % of Revenues | 41.4 | 40.6 | 0.8 |
This item increased by 54 million euros compared to 2017. Costs for the acquisition of goods increased mainly due to higher purchasing volumes of equipment and handsets linked to the increase in product sales and to higher commercial and advertising costs, offset by a reduction in costs for energy and outsourced services, as a result of streamlining actions taken during the year.
Employee benefits expenses (2,781 million euros; 2,761 million euros on comparable basis; 3,266 million euros in 2017): went down by 505 million euros, driven chiefly by the same factors affecting the Italian employee benefits expenses component at Group level, to which readers are referred.
| (millions of euros) | 2018 comparable |
2017 | Change |
|---|---|---|---|
| Late payment fees charged for telephone services | 49 | 48 | 1 |
| Recovery of employee benefit expenses, purchases and services rendered |
27 | 22 | 5 |
| Capital and operating grants | 33 | 44 | (11) |
| Damages, penalties and recoveries connected with litigation | 28 | 39 | (11) |
| Partnership agreements and other arrangements with suppliers |
22 | 97 | (75) |
| Estimate revisions and other adjustments | 75 | 192 | (117) |
| Other income | 39 | 29 | 10 |
| Total | 273 | 471 | (198) |
Other operating income includes, among others, contribution fees resulting from partnership agreements and other arrangements with suppliers designed to develop the collaboration between the parties, in order to strengthen and stabilize industrial, commercial and real estate relations over time. In the 2017 financial year, Other income included the aforementioned "one-off" items for a total amount of 112 million euros.
| (millions of euros) | 2018 | 2017 | Change |
|---|---|---|---|
| comparable | |||
| Write-downs and expenses in connection with credit management |
372 | 313 | 59 |
| Provision charges | 109 | 155 | (46) |
| TLC operating fees and charges | 48 | 55 | (7) |
| Indirect duties and taxes | 94 | 91 | 3 |
| Penalties, settlement compensation and administrative fines | 73 | 33 | 40 |
| Association dues and fees, donations, scholarships and traineeships |
11 | 13 | (2) |
| Sundry expenses | 35 | 44 | (9) |
| Total | 742 | 704 | 38 |
Other operating expenses include a non-recurring component of 108 million euros (176 million euros in the 2017 financial year), mainly referring to the fine imposed on May 8, 2018 in the application of Decree Law 21 of 3/15/2012 ("Golden Power rule"). The item also includes higher provision charges for bad debts (+10 million euros) compared to 2017 mainly attributable to difficulties and delays in collections from some South American and Mediterranean Basin operators.
EBIT for the Domestic Business Unit for 2018 amounted to 16 million euros.
Comparable EBIT for 2018 totaled 177 million euros (2,772 million euros in 2017), showing a drop of 2,595 million euros, with the EBIT margin at 1.2% (18.1% in 2017).
Organic EBIT was down by 2,594 million euros.
Organic EBIT, net of the non-recurring component, amounted to 3,175 million euros (3,683 million euros in 2017), with an EBIT margin of 20.8% (24.0% in 2017).
EBIT for 2018 reflected the negative impact of non-recurring net expenses, including the aforesaid impairment loss on goodwill of the Core Domestic unit and International Wholesale totaling 2,998 million euros (912 million euros in 2017, at constant exchange rates).
Consolidated EBIT for the fourth quarter of 2018 amounted to -235 million euros; Comparable EBIT amounted to - 216 million euros (265 million euros in the fourth quarter of 2017).
Organic EBIT is calculated as follows:
| (millions of euros) | 2018 | 2017 | Change | |
|---|---|---|---|---|
| amount | % | |||
| REPORTED EBIT | 16 | |||
| Effect of adoption of new accounting standards | 161 | |||
| COMPARABLE EBIT – on the same accounting basis | 177 | 2,772 | (2,595) | (93.6) |
| Foreign currency financial statements translation effect | (1) | 1 | ||
| Changes in the scope of consolidation | − | − | ||
| ORGANIC EBIT | 177 | 2,771 | (2,594) | (93.6) |
| of which non-recurring income/(expenses) | (2,998) | (912) | (2,086) | |
| ORGANIC EBIT, excluding Non-recurring items | 3,175 | 3,683 | (508) | (13.8) |
The main financial and operating highlights of the Domestic Business Unit are reported according to two Cash-Generating Units (CGU), as defined by IAS 36:
Core Domestic: includes all telecommunications activities pertaining to the Italian market. Revenues are broken down in the following tables according to the net contribution of each market segment to the CGU's results, excluding intrasegment transactions. The sales market segments established on the basis of the "customer centric" organizational model are as follows:
INWIT S.p.A.: from April 2015, the company has been operating within the Operations area in the electronic communications infrastructure sector, specifically relating to infrastructure for housing radio transmission equipment for mobile telephone networks, both for TIM and other operators;
Key results for 2018 for the Domestic Business Unit are presented in the following tables, broken down by market/business segment and compared to 2017, on the same accounting basis.
Core Domestic
| (millions of euros) | 2018 | 2017 | Change | |
|---|---|---|---|---|
| comparable | amount | % | ||
| Revenues | 14,161 | 14,249 | (88) | (0.6) |
| Consumer | 7,573 | 7,737 | (164) | (2.1) |
| Business | 4,721 | 4,656 | 65 | 1.4 |
| Wholesale | 1,787 | 1,690 | 97 | 5.8 |
| Other | 80 | 166 | (86) | (51.8) |
| EBITDA | 6,127 | 6,029 | 98 | 1.6 |
| EBITDA Margin | 43.3 | 42.3 | 1.0 pp | |
| EBIT | 335 | 2,736 | (2,401) | (87.8) |
| EBIT Margin | 2.4 | 19.2 | (16.8)pp | |
| Headcount at year end (number) | 47,455 | 49,095 | (1,640) | (3.3) |
In detail:
| (millions of euros) | 2018 | 2017 | Change | |||
|---|---|---|---|---|---|---|
| comparable | amount | % | % organic | |||
| Revenues | 1,272 | 1,349 | (77) | (5.7) | (4.7) | |
| of which third party | 1,084 | 1,152 | (68) | (5.9) | (4.7) | |
| EBITDA | 111 | 154 | (43) | (27.9) | (26.5) | |
| EBITDA Margin | 8.7 | 11.4 | (2.7)pp | (2.6)pp | ||
| EBIT | (144) | 37 | (181) | |||
| EBIT Margin | (11.3) | 2.7 | (14.0)pp | (14.0)pp | ||
| Headcount at year end (number) | 745 | 756 | (11) | (1.5) |
Revenues for the International Wholesale Cash-Generating Unit for 2018 totaled 1,272 million euros, showing a drop of 77 million euros on the 2017 figure (-5.7%). This trend is mainly related to the downturn in revenues from traditional telephone services and to the expiry of long-term contracts relative to the Mediterranean Basin area (IP/Data services).
The International Wholesale Cash-Generating Unit comprises the Telecom Italia Sparkle group companies; a share of the TIM group goodwill was allocated to the CGU. In the 2018 Financial Statements, the value of the assigned goodwill was written down for an amount of 140 million euros following the impairment test.
Further details are provided in the Note "Goodwill" to the TIM Group Consolidated Financial Statements at December 31, 2018.
| (millions of euros) | (millions of Brazilian reais) | |||||||
|---|---|---|---|---|---|---|---|---|
| 2018 | 2018 comparable |
2017 | 2018 | 2018 comparable |
2017 | Change | ||
| amount | % | |||||||
| (a) | (b) | (c) | (d) | (c-d) | (c-d)/d | |||
| Revenues | 3,943 | 3,959 | 4,502 | 16,981 | 17,050 | 16,234 | 816 | 5.0 |
| EBITDA | 1,467 | 1,511 | 1,635 | 6,316 | 6,508 | 5,894 | 614 | 10.4 |
| EBITDA Margin | 37.2 | 38.2 | 36.3 | 37.2 | 38.2 | 36.3 | 1.9 pp | |
| EBIT | 564 | 569 | 535 | 2,428 | 2,449 | 1,931 | 518 | 26.8 |
| EBIT Margin | 14.3 | 14.4 | 11.9 | 14.3 | 14.4 | 11.9 | 2.5 pp | |
| Headcount at year end (number) | 9,658 | 9,508 | 150 | 1.6 |
The average exchange rates used for the translation into euro (expressed in terms of units of Real per 1 euro) were 4.30628 for 2018 and 3.60584 for 2017.
| (millions of euros) | (millions of Brazilian reais) | |||||||
|---|---|---|---|---|---|---|---|---|
| 4th Quarter 2018 |
4th Quarter 2018 comparable |
4th Quarter 2017 |
4th Quarter 2018 |
4th Quarter 2018 comparable |
4th Quarter 2017 |
Change | ||
| amount | % | |||||||
| (a) | (b) | (c) | (d) | (c-d) | (c-d)/d | |||
| Revenues | 1,025 | 1,030 | 1,113 | 4,457 | 4,479 | 4,257 | 222 | 5.2 |
| EBITDA | 417 | 427 | 465 | 1,807 | 1,856 | 1,758 | 98 | 5.6 |
| EBITDA Margin |
40.5 | 41.4 | 41.3 | 40.5 | 41.4 | 41.3 | 0.1 pp | |
| EBIT | 186 | 188 | 195 | 807 | 813 | 729 | 84 | 11.5 |
| EBIT Margin | 18.1 | 18.2 | 17.1 | 18.1 | 18.2 | 17.1 | 1.1 pp |
| 2018 | 2017 | |
|---|---|---|
| Lines at period end (thousands) (*) | 55,923 | 58,634 |
| MOU (minutes/month) (**) | 123.4 | 109.7 |
| ARPU (reais) | 22.4 | 20.2 |
(*) Includes corporate lines.
(**) Net of visitors.
Revenues for 2018 amounted to 16,981 million reais. Comparable revenues for 2018, amounting to 17,050 million reais, were up by 816 million reais (+5.0%) on the previous year.
Revenues from services, on the same accounting basis, amounted to 16,205 million reais, rising by 731 million reais on the 15,474 million reais posted for 2017 (+4.7%).
Revenues from product sales, on the same accounting basis, came to 845 million reais (760 million reais for 2017, +11.2%). The increase reflects the change in the sales policy, which is now focused more on value than on increasing sales volumes. The main goals of the new strategy are to increase purchases of new connected devices giving TIM customers access to broadband services on 3G/4G networks and to support new retention offerings for higher-value postpaid customers.
On the same accounting basis, Mobile Average Revenue Per User (ARPU) for 2018 was equal to 22.4 reais, up by +11% on the figure for 2017 (20.2 reais), due to a general repositioning towards the postpaid segment and new commercial initiatives aimed at increasing data usage and the average spend per customer.
Total lines in place at December 31, 2018 amounted to 55.9 million, a decline of 2.7 million compared to December 31, 2017 (58.6 million). The lower figure was driven entirely by the prepaid segment (-5.1 million), only partially offset by growth in the post-paid segment (+2.4 million), in part due to the consolidation underway in the market for second SIM cards. Postpaid customers accounted for 36.2% of the customer base at December 31, 2018, an increase of 5.8 percentage points on December 2017 (30.4%).
Revenues for the fourth quarter of 2018 amounted to 4,457 million reais. Comparable revenues were equal to 4,479 million reais, an increase of 5.2% compared to the same period of the previous year (4,257 million reais).
EBITDA for 2018 amounted to 6,316 million reais.
Comparable EBITDA for 2018 amounted to 6,508 million reais, up by 614 million reais on the previous year (+10.4%). Growth in EBITDA was attributable to both the positive performance of revenues and the benefits delivered by projects to enhance the efficiency of the operating expenses structure.
The EBITDA margin, on the same accounting basis, rose by 1.9 percentage points on 2017 to reach 38.2%.
The Brazil Business Unit reported net non-recurring income in 2018 of 2 million reais, mainly relative to the positive effect of the favorable outcome of the tax dispute concerning the unconstitutional grounds of the law that entailed the inclusion of ICMS indirect tax in the base for calculating taxes on PIS and COFINS revenues (159 million reais at an EBITDA level), which was mainly offset by the recognition of expenses related to the forecast revision of labor litigation arising in previous years.
EBITDA, net of the non-recurring component, was equal to 6,506 million reais.
EBITDA for the fourth quarter of 2018 amounted to 1,807 million reais. On the same accounting basis, the figure came to 1,856 million reais, showing growth of 98 million reais on the fourth quarter of 2017. The EBITDA margin for the fourth quarter of 2018 stood at 41.4%, up by 0.1 percentage points on the same period of the previous year (41.3%).
The changes in the main cost items are shown below:
| (millions of euros) | (millions of Brazilian reais) | |||||
|---|---|---|---|---|---|---|
| 2018 comparable |
2017 | 2018 comparable |
2017 | Change | ||
| (a) | (b) | (c) | (d) | (c-d) | ||
| Acquisition of goods and services |
1,821 | 2,168 | 7,842 | 7,816 | 26 | |
| Employee benefits expenses | 317 | 353 | 1,364 | 1,274 | 90 | |
| Other operating expenses | 488 | 500 | 2,102 | 1,805 | 297 | |
| Change in inventories | (14) | 6 | (59) | 20 | (79) |
EBIT for 2018 amounted to 2,428 million reais. Comparable EBIT for 2018 rose to 2,449 million reais, up by 518 million reais (+26.8%) on the same period of the previous year (1,931 million reais). Growth was mainly driven by higher EBITDA (+614 million reais) and slightly higher depreciation and amortization (96 million reais). Net of the non-recurring component, EBIT was equal to 2,447 million reais.
EBIT for the fourth quarter of 2018 amounted to 807 million reais. On the same accounting basis, the figure came to 813 million reais, showing growth of 84 million reais on the fourth quarter of 2017 (+11.5%). The EBIT margin for the fourth quarter of 2018 stood at 18.2%, up by 1.1 percentage points on the same period of the previous year (17.1%).
TIM is driving the country's digital revolution, continuing to invest in innovation through the development of fixed and mobile ultrabroadband networks, platforms and highly customized quality services based on customer needs. TIM is also committed to spreading a digital culture for leisure, offering innovative, flexible and increasingly convergent products that boast the best multimedia content, with films, TV series, music, video games, sports' news and major events, delivered through decoders, smart TVs, the Web and mobile apps.
In 2018, TIM continued to develop the fixed consumer market, with its new convergent, quadruple play deal for families TIM Connect,launched in April at a price starting from 26.90 euros/month. The deal offers a fiber connection with download speeds of up to 1000 Mbps and upload speeds of up to 100 Mgbs, including a freeloan modem and Timvision. The Gold version, at a price of 29.90 euros/month, also includes unlimited calls from home to landline numbers and national mobile numbers; while the Black version, at a price of 39.90 euros, offers 1,000 minutes of calls from a mobile telephone and 5 GB of data traffic, plus international calls to all zone 1 landline numbers.
All new TIM Connect deals also offer the TIM Expert service. For an additional charge, customers receive the expert assistance of a TIM engineer in their home when activating the deal, to test and optimize the performance of their new Internet connection. To support the launch of the new TIM Connect deals, additional promotions were offered and renewed during 2018; these include the promo Limited Edition or Winter Edition (with an extra 2 euros/month off the basic price for new customers), and specific promotions for customers purchasing deals online.
To support fixed-mobile convergence, TIM launched the TIM 100%promotion in March, targeting its most loyal customers that choose TIM as the operator for both their home and mobile connection, with 5 GB of data traffic free each month. In July, the promotion was extended to cover 3 SIM cards of TIM, even if not held in the name of the main SIM card owner, and the fixed network, for even greater benefits.
Throughout 2018, TIM continued to support the use of new fiber technology, with offers for customers that already have ADSL and can use the FTTCab service, to migrate towards the new technology, at no additional cost.
As regards the drop in customers due to transitions from fixed lines to the mobile segment, the new TIM Flexy offer was launched in November, targeting second-home owners in particular. TIM Flexy is the first deal for fixed network browsing at speeds of up to 200 Mbps, to use even for just one weekend. This solution, which is perfect for second-home owners and for homes used for occasional weekends away or short breaks is offered as a payas-you-go deal starting from €5.90. TIM Flexy is the solution for customers who want to connect from home when they want – for two, seven or thirty days. The Internet deal offers unlimited traffic, with no voice service. Further developments were made in 2018 to bring Fixed-line Consumer deals in line with the obligations of AGCOM decisions, including Decision 292/18/CONS (which establishes a new system to identify various types of Internet accesses based on the type of connection between the exchange and the user location), and Decision 348/18/CONS (which establishes measures on access to an open Internet, with specific reference to the freedom of choice of handsets).
As regards the mobile sector, TIM continued to support the development of 4G and 4.5G ultrabroadband during 2018, achieving important goals - and first and foremost its download speed record in Ookla tests. Important progress was also made in terms of coverage: at national level, 4G technology has now reached more than 7,300 municipalities, covering over 98% of the population. The company continued the steady roll-out to Italy's major cities of 4.5G services (LTE Advanced technology), which offer data connection speeds of up to 700 Megabits per second.
TIM's technological leadership was confirmed with its acquisition of 5G frequencies, which are fundamental for the future development of mobile services that can revolutionize the lives of citizens, consumers and businesses alike, steering the country towards a dimension in which everything is smarter and more connected: from public safety to transport, from environmental monitoring to health, tourism and culture, and even applications for media, education and virtual reality. TIM has already run numerous live trials with 5G in Turin, Bari and Matera, and in the Republic of San Marino, where it has already implemented services for a Smart City, health, tourism and culture.
Technological leadership means a competitive edge for TIM, which is fundamental for making it mark in a highly competitive market. By making the most of the distinctive quality of the 4G and 4.5G network, TIM has been able to continue its "value" strategy and focus on the quality of its offering, maintaining a premium position on the market.
Another essential aspect of its business strategy in 2018 was customer retention, with the focus on reducing churn rates and stabilizing customer spending. As part of the campaign, a range of deals was launched (TIM
Special, TIM Young, TIM 60+, TIM International) offering content benefits and subscription discounts for customers choosing to direct debit the subscription fee from their bank account or credit card. Plus, to increase awareness and satisfaction, TIM Party was launched - the retention program for all TIM customers that can only be accessed online.
The program has three levels:
TIM Party, with its innovative, differentiated format, aims to increase customer retention, the penetration of 3- 4Play services, the digital customer base as well as approval levels.
At the same time, efforts continued to focus on the spread of new smartphones through the offer of premium content and unique formulas, such as the "NEXT" smartphone renewal deal. TIM was the first to offer this kind of deal, allowing the customer to replace their smart phone every year at no cost, with extra services such as protection against damage and theft.
Lastly, during the year the company also continued its segment-based approach, with dedicated value propositions according to the varying needs of the targets. In particular, for Young customers, initiatives included targeted music deals and special content offers for customers choosing to direct debit subscription charges from their bank account or credit card. For the youngest customers (Young Junior), TIM focused on expanding the content it offers to appeal both to younger children (TIM Games) and parents (TIM Protect, to control Internet browsing, and tracking services and devices). Finally, for Senior customers, the company expanded its offering with targeted features such as dedicated 24/7 telephone assistance and simplified smartphones.
TIM's work in the Business market during 2018 focused on four main areas:
The main goals of 2018 were protecting the Customer Base and consolidating TIM's position as a national player that can meet the IT needs of SMEs, large companies and the public administration. These goals were pursued by maintaining a distinctive product offering and consolidating the commercial front end, which has also been functional in the gradual migration of the services mix used by customers towards more updated models based on the extensive adoption of fixed network Fiber/VoIP connectivity, mobile network LTE and Cloud solutions. Considerable effort has gone into developing the ARPU, through bundle deals and by leveraging professional services that are distinctive and highly visible.
For the fixed-line network in particular towards the SOHO-SME segment, TIM has further simplified its offering, focused on Fiber and VoIP solutions. The growth in ARPU and loyalty has been supported by bundle deals for Unified Communication services (Tim Comunicazione Integrata Smart), together with mobile network and IT services, delivering major opportunities for end users in terms of efficiency and new business development. With a view to improving customer care management, new customer segmentation was developed, combining
customer value with technology, and pre-retention actions based on predictive models were stepped up. For high-end customers, the main new feature was the launch of the first offer of SD-WAN, which gives users greater flexibility in managing their bandwidth needs. The proposition of cloud computing services was stepped up further, offering - alongside consolidated VoIP and advanced Collaboration service -the "cloud-on premise" deal with SIP trunking as part of the TIM Comunicazione Integrata, in synergy with the development of IT services.
The award of the Consip LAN 6 agreement drove the development of projects in the last part of the year to update the local connectivity of the public administration sector.
The development of the Information Technology offering focused on leveraging Data Center assets and on the offer of Security, Communication as a Service and Business Solutions.
Efforts were stepped up, with respect to 2017, to promote the adoption of SPC Cloud Lotto 1 solutions for the Public Sector, in particular cloud-based IaaS, PaaS, SaaS solutions, with important projects being started by numerous major local public authorities in 2018.
The integration of connectivity deals with public cloud services managed by TIM was exemplified by the launch of the TIM Safe Web secure DNS deal, integrated with all basic Internet connectivity bundles for the SOHO-SME segment, protecting over 500,000 customer accesses from over 450 million fraudulent events or IT threats. A project was set up to develop multi-cloud IT services provided by TIM, through strategic partnerships with leading providers of IT Cloud over the top services. The IT offering for SMEs continued to be developed with the Digital Store Market Place featuring around 160 solutions for SMEs, also developed by partners in the TIM Open environment, using both a horizontal and vertical approach to new e-commerce, e-payment, security, and video control solutions, to give just a few examples.
In terms of Mobile services, the Mobile Ultra-Broadband service over the LTE and VoLTE networks continued to be developed in 2018, while also expanding the offering with VAS and IT bundle solutions, with a "more money for more value" mindset. During the year, the total acquisition of lines went up considerably, despite a competitive market where the presence of a newcomer was more than offset by the performance in MNP and M2M acquisitions.
For our high-end customers, alongside contract renegotiations with large customers to defend revenues, the Tutto Smart offering continued, which provides a bundle of services for smartphones and tablets with All-Risk Assistance.
Lastly, Olivetti continued to optimize its more "traditional" offering in the office and retail sectors in 2018, channeling its products into a single business line to transform them from a simple hardware component into a hub delivering integrated digital solutions (cash registers and multifunction printers in particular). This optimization also targeted more "innovative" areas of the world of IoT, M2M and Big Data. Excellent results in smart metering and tracking were achieved.
In 2018, TIM Brazil fully renewed its range of offers to reposition the brand with high-value customers, leveraging its leadership in the 4G network.
The change in approach had a major impact on the mix of the customer base, mainly in the prepaid segment, resulting in the progressive and marked migration of customers from single service daily plans (voice and/or data) to recurring weekly/monthly plans that bundle voice and data packages with other value-added digital services (music, e-reading and video streaming), all with a view to stabilizing future revenue flows and proactively managing the ongoing consolidation of the market for second SIMs. The main sales initiatives included:
In this section we report the main changes in the regulatory framework in 2018 in the Domestic region. As regards the Antitrust proceedings (A514, I799 and I820), as well as the proceedings regarding the 28-day invoicing, see the Note "Disputes and pending legal actions, other information, commitments and guarantees" in the TIM Group Consolidated Financial Statements at December 31, 2018.
On February 20, 2017, AGCom launched the fourth cycle of access market analysis (resolution 43/17/CONS) to review the obligations and economic terms of wholesale access services for the 2018-2021 period. The market analyses also take into account TIM's voluntary legal separation project relative to the fixed access
network, notified to AGCom on March 27, 2018. On January 18, 2019, AGCom put the result of coordinated access market analyses to a public consultation (resolution 613/18/CONS), proposing the following:
It is estimated that AGCom will reach a final decision between June and July 2019, after the deadline for the national consultation and subsequent opinions issued by the European Commission and AGCM.
On April 4, 2018, Infratel launched a consultation on the public investment plan for "gray areas". As stated in the consultation document, the aim of public intervention in gray areas is to support investment projects in networks able to provide symmetrical 1 Gbps upload and download speeds, thereby delivering step change innovation in current networks. The consultation process is required by EU regulations governing state aid, before the formal notification of the plan to the European Commission. State aid measures can only be implemented with the prior approval of the Commission.
On April 19, 2018, Infratel announced a third call for tenders for contracts worth a total of 103 million euros to cover the remaining "white areas" of the ultra-broadband network not covered by private service providers, all located in Calabria, Apulia, and Sardinia. TIM did not make any technical/price proposals. On December 19, 2018, the contract was awarded to Open Fiber.
On January 22, 2018, AGCom published its final decision on mobile network termination market analysis (resolution 599/18/CONS). AGCom decided to:
In May 2018, TIM challenged the Lazio Regional Administrative Court ruling that dismissed TIM's appeal against Resolution 456/16/CONS with the Council of State. In that decision, AGCom rejected TIM's proposal for a price adjustment to "voice" offers (basic voice telephone service) and introduced a strict procedure for future variations in Universal Service prices.
On June 15, 2018, AGCom Resolution 88/18/CIR accepted that all operators should contribute to the net cost of the universal service for 2009, for a total of 11.61 million euros, of which 5.6 million euros payable by Other Operators. In relation to 2008, AGCom also accepted the existence of a cost, the amount of which, however, does not justify the activation of the contribution mechanism.
Following the conclusion of assessment activities to review the net cost of Universal Service for the years 2006 and 2007, which resulted in Decision 145/17/CONS, on July 3, 2018, AGCom Decision 89/18 /CIR launched a public consultation process on the applicability of the mechanism for distributing and assessing the net cost of the Universal Service for those years, which ended on November 15.
In March 2018, TIM conditionally paid an amount of 18.5 million euros for the 2018 AGCom contribution fee. The amount was calculated by applying a rate of 0.00135 to the revenues posted in the Company's 2016 Financial Statements, as required by the guidelines set out in AGCom Decision 426/17/CONS.
On May 25, 2018, the General Data Protection Regulation (Regulation (EU) No. 2016/679 – "GDPR") came into force. The GDPR is directly applicable in all Member States of the European Union, superseding, in Italy, the provisions of the Data Protection Code that are incompatible with the new regulation.
To ensure the compliance of personal data processing with the GDPR within Group companies, TIM carried out the activities envisaged in the adjustment plan by the May 25, 2018 deadline, involving almost all relevant TIM departments and Group Companies for around 18 months. In particular the activities carried out led to:
A specific training project was then designed to raise awareness in the various company departments and to illustrate the policies and procedures in place for the application of the GDPR. Eight training courses involving around 600 TIM and Group company employees were held.
Further training initiatives related to privacy were aimed at personnel moving to commercial departments, to ensure correct understanding and application of privacy obligations in relation to sales and telemarketing activities, as well as at personnel overseeing the execution of obligatory services for the judiciary.
In April 2016, the working group composed of the Ministry of Science, Technology, Innovation and Communications (MCTIC) and Anatel published its final report with a "diagnosis" on the telecommunications industry and proposed guidelines for the revision of the Brazilian regulatory model. A bill (PLC 79/2016) was then presented to the National Congress of Brazil to propose amendments to the General Telecommunications Law. Although the bill was passed by both chambers of Congress, the opposition challenged the legislative procedure followed in the Supreme Court, where the bill remained blocked for months. At the beginning of October 2017, the bill PLC 79/2016 was referred back to the Senate pending voting. Its approval is expected to be held over the course of 2019.
In October and November 2017, the Ministry of Science, Technology, Innovation and Communications (MCTIC) held a public consultation to review the general telecommunications policy proposing the setting of guidelines and objectives for the provision of telecommunications services, for the technological development of digital services and broadband infrastructure, and for the spread of "smart cities". The Public Consultation was memorialized in Decree 9,612/2018 ("Connectivity Plan") and established a series of guidelines for implementation of the new rules of conduct, paid granting of spectrum authorization and regulatory acts in general, including: (i) expansion of high capacity telecommunications transport networks; (ii) increased coverage of mobile broadband access networks; and (iii) broadening the coverage of fixed broadband access network in areas with no Internet access offer through this type of infrastructure. It also establishes that the implemented network will be subject to sharing from its entry into operation, except when there is appropriate competition in the respective relevant market.
In relation to the deadlines for the upgrading of pipelines not compliant with current regulations, authorizations for user licenses to radio frequencies, and the introduction of other statutory provisions generally, planned investments (as identified by Anatel and approved by the MCTIC) will focus primarily on the expansion of mobile and fixed-line broadband networks and on specific areas of the country. TLC networks built under the investment plan will have shared access.
In November 2012, the Brazilian regulator Anatel introduced instruments for the market analysis, the identification of operators with significant market power (SMP) and the consequent imposition of ex-ante obligations (Plano Geral de Metas de Competição – PGMC).
Anatel has established a number of asymmetrical obligations on all markets for operators with a Significant Market Power (SMP).
In July 2018, Anatel published the new PGMC revising some points and defining two new markets: (i) interconnection for mobile services; and (ii) high capacity data transmission.
TIM Brasil has been identified as the SMP operator for: (i) mobile network terminals; (ii) national roaming; and (iii) high capacity data transport (in five municipalities).
The measures adopted for the SMP operator on these markets include:
The obligation for vertically integrated landline operators with an SMP to access the copper network (e.g.: leased lines, bitstream and full unbundling) was maintained.
With the new PGMC, alternative operators may not apply asymmetrical interconnection rates above 20% the rate applied by incumbent operators. Since 2016, fixed interconnection rates have been based on a cost-oriented approach.
In September 2014, TIM won the tender for the award of the 700 MHz (4G/LTE) band frequencies, for a price of 1.7 billion reais, and with additional commitments of 1.2 billion reais (in four annual installments, adjusted for inflation) as a contribution to the consortium established by the tender ("EAD") for all the operators (TIM, Algar, Claro and Vivo) awarded the contract for managing the freeing up of the 700 MHz band through the switch off of analog TV, the redistribution of channels and the clean-up of interference. To that end, the first payment (370 million reais) was made in April 2015 and another two payments (for a total of 860 million reais) were both made in January 2017, while the final installment (142 million reais) was duly paid in January 2018.
Since 2016, the spectrum has been freed up for mobile operations in 4,467 municipalities and all Brazilian capitals already have the mobile service in 4G technology, operating in the range. These municipalities cover approximately 85% of the Brazilian population. Currently about 2,620 cities are in operation and 1,379 cities were shut down. By 2019, the schedule for completion of the remaining 1,103 cities remains.
The "Marco Civil da Internet" (MCI), approved in April 2014 by Brazilian Law No. 12,965/2014, defined network neutrality as the "duty to treat different data packages in the same way, without distinction based on content, origin and destination, service, terminal or application". On May 11, 2016, Brazilian Presidential Decree No. 8,771/2016 was published, which regulates exceptions to the principle of net neutrality, set out in article 9 of the mentioned law.
In August 2017, the oversight board ("GS") of the Administrative Council for Economic Defense (CADE) handed down a decision in favor of Brazil's mobile TLC providers, which excluded the imposition of fines in relation to a preliminary investigation into alleged unfair competition in "zero rating" offers and promotions on Internet data consumption. The oversight board heard the depositions of various parties, including the Ministry of Science, Technology, Innovation and Communications (MCTIC) and Anatel, and concluded that Internet business models should not be banned ex-ante, but instead should be monitored comprehensively to prevent any unfair competition outcomes.
Between December 15, 2016 and February 5, 2017, the MCTIC conducted a public consultation process to discuss the public procedure for solutions enabling Machine to Machine (M2M) and Internet of Things (IoT) services for the Brazilian market. The final consultation report was published in November, with the objective of addressing regulatory and tax matters, as well as aspects of public procedure, investment, and education issues. A decree outlining a national IoT plan is expected to be published in 2019.
In August and September 2017, the MCTIC conducted a public consultation process on Digital Transformation Strategy (E-Digital), with the aim of widening discussion and creating strategies for the digitization of the Brazilian economy. An E-Digital Decree (9319/2018) has now been published, identifying around 100 strategic actions aimed at boosting competition and on-line productivity levels in the country, while raising connectivity and digital inclusion levels. The actions seek to address the main strategic issues for the digital economy, including connectivity infrastructure, the use and protection of data, IoT, and cyber-security.
In July 2018, Anatel also requested funding for a Public Consultation on future IoT regulation and a reduction in entry barriers to expand IoT. The main issues addressed by Anatel were: (i) the need for a license; (ii) use of the spectrum; (iii) quality and consumer protection; (iv) taxes. The Public Consultation is expected to be held in 2019.
On August 14, 2018, the Brazilian President promulgated the General Data Protection Law (Law 13,709/2018). The new law, as promulgated by the President, is closer to the GDPR, including significant extra-territorial application and considerable fines of up to 2% of the Company's global turnover of the previous financial year.
In December 2018, Provisional Measure 869/2018 passed by the former President amended Law 13,709 to create the National Data Protection Authority, within the structure of the Presidency of the Republic, which implies greater control by the State and, among other topics, extending the entry into force of the Law to 24 months. By this date all legal entities will be required to adapt their data processing activities to these new rules.
During 2018, the Italian TLC market was affected by a downturn in value due to tougher competition in the mobile sector.
The expansion of broadband and ultra-broadband has been the main driver of market growth, helping to open up new opportunities for telecommunications providers to develop convergent offers that bundle together TLC services with Media & Entertainment services, IT services and Digital services.
The Italian telecommunications market has always been highly competitive; in particular core competition with other operators in the sector is still the factor that has the greatest impact on market trends. Telecommunications operators must also face the challenges from Over the Tops (OTT) and device manufacturers, that operate in the new digital world using completely different assets and competitive strategies to TLC players.
The traditional business models of the various market players are, therefore, changing to exploit new opportunities and meet the challenges posed by the new entrants:
With regard to the current positioning of telecommunications providers in converging markets, on the other hand, as partially described above, the following is taking place with different levels of progress:
During 2018, the bidding for the award of frequencies for 5G services took place, which led, following various higher bids, to an overall outlay for telecommunications companies of over 6.5 billion euros, well above the minimum bid price:
Based on performance capabilities in terms of speed, latency and number of connected devices, 5G is a great opportunity for telecommunications companies with the necessary bandwidth to open new vertical markets (automotive, smart agriculture, logistics, cloud robotics), provide new services, start up new production processes and increase the efficiency of optimized product management.
The fixed-line telecommunications market has continued to see a decline in access and voice revenues, while broadband and ultra-broadband revenues have shown continuous growth. In recent years, service providers have concentrated mainly on expanding the penetration of broadband and ultra-broadband services and defending Voice revenues by introducing bundled voice, broadband and service deals in a highly competitive environment with consequent pricing pressure.
Deals and offers are also becoming more competitive thanks to the consolidation, among competitors, of an approach based on control over infrastructure (above all, Local Loop Unbundling (LLU), as well as Fiber to the Cabinet (FTTC) networks). The main fixed-line service providers are also offering mobile services, also as Mobile Virtual Operators (MVOs).
As concerns competition in infrastructure, two providers – Open Fiber (an ENEL Group company) and Infratel (controlled by the Ministry of Economic Development) – presented plans for the development of their own optic fiber networks as alternatives to the TIM network, which respectively target major Italian cities and areas of market failure.
For major cities, Open Fiber announced a plan for the development of Fiber to the Home (FTTH) connections in 271 large Italian towns by 2022, reaching around 9.6 million homes through an investment of 3.8 billion euros. After obtaining 3.5 billion euros of funding in July 2018, the development of the Open Fiber network was stepped up considerably, opening up to 71 Italian towns (as of January 2019), including many major Italian cities, such as Milan, Turin and Bologna, where "Metroweb" (acquired in December 2016) had previously expanded, besides other cities such as Bari, Cagliari, Catania, Naples, Padova, Perugia, Venice, Genoa, Palermo and Florence, and other smaller towns that are mainly satellite areas of Milan, Turin and Bologna.
In the meantime, according to media reports, main competitors in the TLC retail market have signed an agreement with Open Fiber to link their new ultra-broadband (UBB) customers onto its network, where available.
As concerns areas of market failure – the so-called "white areas" in the C and D clusters of the government's Ultra-Broadband Plan – Infratel held three public calls for tenders over the last three years for the development of a UBB network to deliver services to around 7,500 municipalities across 19 regions.
In January 2019, there were nearly 1,174 work sites open for the first two Infratel/Open Fiber contracts, of which 977 for fiber optic connections and 197 for wireless connections (FWA).
Therefore the development of Open Fiber Plans – both in major Italian cities and market failure areas – will drive a significant shift in infrastructure competition, with the development of various competitive dynamics depending on the overlap and reach of available ultrabroadband infrastructure:
Competition in the Italian fixed-line telecommunications market is also characterized by the presence of other service providers besides TIM, such as Wind-Infostrada, Fastweb, Vodafone, and Tiscali, which have business models focused on different segments of the market.
In December 2018, fixed accesses in Italy were estimated to be around 20.3 million (including OLO Infrastructured and FWA-Fixed Wireless Accesses) down slightly on the previous year. Competition in the access market led to a gradual reduction in TIM's market share.
As concerns the Broadband market, at December 31, 2018, the number of fixed-line broadband customers in Italy (including both broadband and Ultra-broadband customers) was estimated to have reached a penetration rate of approximately 86% of all fixed-line accesses. The spread of broadband continues to be driven by the penetration of computers and other enabling devices (such as Smart TVs), but also by growing demand for fast connections and access to new over-IP services that are becoming increasingly widespread (Media & Entertainment, IT and Digital services).
The mobile market has continued to see the rationalization of second and third SIM cards for human communications, while sales of SIM cards for machine to machine (M2M) communications are growing.
Moreover, growth in mobile broadband customers has continued thanks to the high penetration rate of LTE on mobile lines, especially as a result of the increasing spread of smartphones.
Alongside innovative services that have already caught on and are under full-scale development, as in the case of mobile apps, there are other market environments, associated with the development of mobile broadband, with major potential for growth in the medium term, such as the Internet of Things and mobile payment.
The competitive scenario on the Italian mobile telecommunications market in 2018 was marked by the entry of the French operator Illiad, that launched its own service in May, becoming the fourth infrastructured operator in Italy, alongside TIM, Vodafone and WindTre.
With a particularly aggressive price and data volume offering, Illiad has rapidly won over customers and consequently gained a market share to the detriment of other infrastructured operators, mainly WindTre and Vodafone, while TIM has shown a greater resilience, thanks also to the contribution from the second brand virtual operator, Kena Mobile, launched during 2017. To best respond to the competitive threat of Illiad, Vodafone also launched its own low-cost operator in June 2018, with the ho.mobile brand.
At the same time, mobile virtual operators (MVO), of which PosteMobile is the most important player, also reported a growth trend, taking market share away from infrastructured operators.
This tougher competition following Illiad's entry to the market resulted in a new drop in the spend on services, after several years of relative stability.
Macroeconomic trends witnessed in the last quarter of 2018 confirm a recovery scenario expected for 2019, although forecasts for 2018 have been progressively decreased throughout the year, especially due to political uncertainty regarding the election process. Thus, main scenario is still a slow economic recovery scenario, after a severe recession notably during 2015-16 period. Unemployment has been falling slowly, while inflation returned to a more contained level (below 4% for 2018).
Although some political uncertainty still exists, especially regarding the ability of the new government to fulfill the economic liberal agenda promised during the election process, the market has acknowledged such liberal guidelines presented so far as a pro-business agenda, in the form of a recent hike in the Brazilian stock market (Bovespa +18% from September 30, 2018 until January 15, 2019) and currency appreciation (BRL +8.4% over the same period).
Despite improving financial indicators (such as stock market and currency ratio), economic conditions are still challenging, as budget deficit and growing debts (for central government, Federal States and municipalities) present a risk that can only be addressed by structural reforms that need the congress approval. Present government acknowledges that need and put reforms as a top priority for the first months of the government to put the economy growing consistently for the coming years.
The mobile telecommunications sector has seen some rationality prevail in the market and in competition, with service providers remaining focused on the development of the characteristics and service range of their commercial offers, rather than pursuing aggressive pricing policies, especially for the first half of 2018.
In the Prepaid segment, the main objective of market players has been to raise recurrence rates on the use of services by leveraging the ongoing SIM card consolidation process in the market, by encouraging migration to weekly (and monthly) plans or hybrid plans (Controle postpaid) by offering a range of bundled service packages to meet different needs of customers (unlimited voice calls or data packages). The aim of the strategy is to improve the mix of the customer base and ensure greater stability (reducing churn rates) and growth in ARPU. The prepaid base has grown 12.3% YoY (up to November 2018, last data available).
In the Postpaid mobile segment, growth in the customer base was driven primarily by the hybrid Controle segment (in particular by the migration of Prepaid customers), even though "pure" Postpaid lines also registered a certain growth based on offer segmentation strategies that introduce distinctions in the use of data services (for example the unlimited use of data for specific apps, such as WhatsApp, Facebook, Netflix, etc.), as part of a "More for More" sales policy that is bringing greater price stability and effectively repositioning the customer base towards higher value deals (voice + data + content). The postpaid base grew by +13.2% YoY (up to November 2018, last data available).
Service quality is still an element of differentiation. Telecommunication providers that have invested more in the development of 4G networks (coverage and capacity) and in the improvement of processes shaping customers' experience will have a greater ability to apply premium prices, as customers raise their expectations and place growing importance on the quality of data services and higher value content.
The fixed-line broadband market posted growth of approximately 8.5% in 2018 (up to November 2018, last data available), driven mainly by smaller market players, which tend to offer better download speeds and/or are in areas in which incumbents have limited infrastructure. Penetration rates across the population are still quite low (approximately 43% of households) when compared to several other countries, which means there are good opportunities for medium-term growth, underpinned by the improving macroeconomic situation.
In this context, since 2017, TIM Brasil adopted a business strategy for TIM Live to leverage its fiber network infrastructure, offering ultra broadband Internet services, through FTTC and notably FTTH, not only in some of the largest cities of Brazil, but also in cities where opportunities arise for such high-quality service. Therefore, TIM Live has expanded to cover 12 cities by the end of 2018, and this is expected to grow even more in the following years. TIM Live service not only offers very fast Internet connections, but it is also acknowledged as the best fixed Internet service in Brazil by Netflix, and customer satisfaction rates rank among the best for the service in the country. For smaller cities, TIM has launched its WTTx service, which delivers broadband services through the LTE mobile network, leveraging TIM's leading 4G coverage to address increasing demand for residential broadband, especially in areas with poor fixed infrastructure by local incumbent.
Consolidated equity amounted to 21,747 million euros (23,783 million euros at December 31, 2017), of which 19,528 million euros attributable to Owners of the Parent (21,557 million euros at December 31, 2017) and 2,219 million euros attributable to non-controlling interests (2,226 million euros at December 31, 2017). In greater detail, the changes in consolidated equity were the following:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| At the beginning of the year | 23,783 | 23,553 |
| Effect of the adoption of IFRS 15 and IFRS 9 | (88) | − |
| At the beginning of the year, restated | 23,695 | 23,553 |
| Total comprehensive income (loss) for the year | (1,694) | 457 |
| Dividends approved by: | (281) | (230) |
| TIM S.p.A. | (166) | (166) |
| Other Group companies | (115) | (64) |
| Issue of equity instruments | 2 | (6) |
| Other changes | 25 | 9 |
| At the end of the year | 21,747 | 23,783 |
(1) The spot exchange rate used for the translation into euro of the Brazilian real (expressed in terms of units of local currency per 1 euro) was 4.43664 at December 31, 2018 and 3.96728 at December 31, 2017.
Adjusted net financial debt stood at 25,270 million euros, down by 38 million euros compared to December 31, 2017 (25,308 million euros).
The table below summarizes the main transactions that had an impact on the change in adjusted net financial debt for 2018:
| (millions of euros) | 2018 | 2017 | Change |
|---|---|---|---|
| EBITDA | 7,403 | 7,790 | (387) |
| Capital expenditures on an accrual basis | (4,009) | (5,071) | 1,062 |
| Capital expenditures for mobile telephone licenses / spectrum | (2,399) | (630) | (1,769) |
| Change in net operating working capital: | 1,194 | (126) | 1,320 |
| Change in inventories | (99) | (30) | (69) |
| Change in trade receivables and net amounts due from customers on construction contracts |
(49) | 379 | (428) |
| Change in trade payables (*) | (150) | 40 | (190) |
| Change in payables for mobile telephone licenses / spectrum |
1,886 | (257) | 2,143 |
| Other changes in operating receivables/payables | (394) | (258) | (136) |
| Change in employee benefits | (208) | 437 | (645) |
| Change in operating provisions and Other changes | 96 | 96 | − |
| Net operating free cash flow | 2,077 | 2,496 | (419) |
| of which operating free cash flow connected with the purchase of mobile telephone licenses / spectrum |
(513) | (887) | 374 |
| % of Revenues | 11.0 | 12.6 | (1.6)pp |
| Sale of investments and other disposals flow | 18 | 33 | (15) |
| Share capital increases/reimbursements, including incidental costs |
22 | 16 | 6 |
| Financial investments flow | (6) | (12) | 6 |
| Dividends payment | (256) | (235) | (21) |
| Increases in finance leasing contracts | (70) | (68) | (2) |
| Finance expenses, income taxes and other net non-operating requirements flow |
(1,747) | (2,419) | 672 |
| Reduction/(Increase) in adjusted net financial debt from continuing operations |
38 | (189) | 227 |
| Reduction/(Increase) in net financial debt from Discontinued operations/Non-current assets held for sale |
− | − | − |
| Reduction/(Increase) in adjusted net financial debt | 38 | (189) | 227 |
(*) Includes the change in trade payables for amounts due to fixed asset suppliers.
In addition to what has already been described with reference to EBITDA, the change in adjusted net financial debt for 2018 was particularly impacted by the following:
Capital expenditures and for mobile telephone licenses / spectrum are broken down by operating segment as follows:
| (millions of euros) | 2018 | 2018 comparable |
2017 | Change | |||
|---|---|---|---|---|---|---|---|
| % of total | (a) | % of total | (b) % of total | (a-b) | |||
| Domestic | 5,518 | 86.1 | 5,634 | 85.9 | 4,551 | 79.8 | 1,083 |
| Brazil | 890 | 13.9 | 924 | 14.1 | 1,150 | 20.2 | (226) |
| Adjustments and eliminations | − | − | − | − | − | − | − |
| Consolidated Total | 6,408 | 100.0 | 6,558 | 100.0 | 5,701 | 100.0 | 857 |
| % of Revenues | 33.8 | 34.3 | 28.8 | 5.5 pp |
With the introduction of IFRS 15, Mobile customer acquisition costs, relating to contracts with minimum-duration lock-in clauses, are no longer capitalized and depreciated. Instead they are classified as "deferred contract costs" and subsequently recognized in the income statement over the term of the contract. On the same accounting basis, capital expenditures in 2018 totaled 6,558 million euros (5,701 million euros in 2017).
In particular:
The positive change in net operating working capital of 1,194 million euros (negative for 126 million euros in 2017) was mainly related to higher operating payables (1,922 million euros) following the acquisition of rights to use mobile telephone frequencies in Italy (5G): in 2018 TIM made the first payment tranche, for an amount of approximately 480 million euros, the remaining tranches, as established by the Italian government in the 2017 budget law, will be due for payment based on pre-established quotas between 2019 and 2022.
In 2018, the change amounted to -208 million euros and mainly refers to uses for staff leaving the company, already allocated in previous years and the change in the provision for non-executive personnel affected by the application of Article 4(1-7ter) of Italian Law 92 of June 28, 2012, the "Fornero Law", following the higher number of staff leaving in 2018 and the consequent revised estimate of staff leaving for the years 2019-2020, also taking into account the social security changes made by Decree Law 4 of January 28, 2019.
In 2017, the change in employee benefits was affected mainly by the allocation of 689 million euros of provisions for non-recurring expenses, offset by drawdowns totaling 177 million euros in relation to restructuring plans previously in place.
This item shows a positive figure of 18 million euros and mainly refers to disposals of assets within the normal operating cycle.
In 2017, the item posted a positive balance of 33 million euros, mainly reflecting the disposal of 17 million euros of tangible assets and the collection of a deferred 13 million euros of the sale price of a non-controlling interest sold in previous years.
These totaled 22 million euros in 2018 and essentially consisted of contributions from an external shareholder of the Group for new capital issued by a subsidiary (16 million euros in 2017).
In 2018, this item was equal to 70 million euros (68 million euros in 2017) and mainly refers to the higher value of finance lease assets and related higher financial payables recognized mainly following the recognition of vehicle lease agreements as finance leases, in accordance with IAS 17, for the Domestic Business Unit.
The item shows a net requirement of 1,747 million euros in total, mainly driven by the payment flows, in 2018, of outflows connected to components of financial income and expense, and the change in non-operating payables and receivables, as well as the lower financial debt payable for property leases, under the revised estimated life of leases renegotiated under the real estate restructuring and rationalization plan underway (215 million euros).
As regards the reduction of adjusted net financial debt by 38 million euros, we report that sales without recourse of trade receivables to factoring companies completed during 2018 resulted in a positive effect on adjusted net financial debt at December 31, 2018 of 2,004 million euros (2,000 million euros at December 31, 2017).
Net financial debt is composed as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 | Change |
|---|---|---|---|
| (a) | (b) | (a-b) | |
| Non-current financial liabilities | |||
| Bonds | 18,579 | 19,981 | (1,402) |
| Amounts due to banks, other financial payables and liabilities | 4,740 | 5,878 | (1,138) |
| Finance lease liabilities | 1,740 | 2,249 | (509) |
| 25,059 | 28,108 | (3,049) | |
| Current financial liabilities (*) | |||
| Bonds | 2,918 | 2,221 | 697 |
| Amounts due to banks, other financial payables and liabilities | 2,787 | 2,354 | 433 |
| Finance lease liabilities | 208 | 181 | 27 |
| 5,913 | 4,756 | 1,157 | |
| Financial liabilities directly associated with Discontinued operations/Non-current assets held for sale |
− | − | − |
| Total gross financial debt | 30,972 | 32,864 | (1,892) |
| Non-current financial assets | |||
| Securities other than investments | − | − | − |
| Financial receivables and other non-current financial assets | (1,594) | (1,768) | 174 |
| (1,594) | (1,768) | 174 | |
| Current financial assets | |||
| Securities other than investments | (1,126) | (993) | (133) |
| Financial receivables and other current financial assets | (340) | (437) | 97 |
| Cash and cash equivalents | (1,917) | (3,575) | 1,658 |
| (3,383) | (5,005) | 1,622 | |
| Financial assets relating to Discontinued operations/Non current assets held for sale |
− | − | − |
| Total financial assets | (4,977) | (6,773) | 1,796 |
| Net financial debt carrying amount | 25,995 | 26,091 | (96) |
| Reversal of fair value measurement of derivatives and related financial liabilities/assets |
(725) | (783) | 58 |
| Adjusted net financial debt | 25,270 | 25,308 | (38) |
| Breakdown as follows: | |||
| Total adjusted gross financial debt | 29,432 | 31,149 | (1,717) |
| Total adjusted financial assets | (4,162) | (5,841) | 1,679 |
| (*) of which current portion of medium/long-term debt: | |||
| Bonds | 2,918 | 2,221 | 697 |
| Amounts due to banks, other financial payables and liabilities | 1,477 | 1,371 | 106 |
| Finance lease liabilities | 208 | 181 | 27 |
The financial risk management policies of the TIM Group are aimed at minimizing market risks, fully hedging exchange rate risk, and optimizing interest rate exposure through appropriate diversification of the portfolio, which is also achieved by using carefully selected derivative financial instruments. Such instruments, it should be stressed, are not used for speculative purposes and all have an underlying, which is hedged.
In addition, to determine its exposure to interest rates, the Group sets an optimum composition for the fixedrate and variable-rate debt structure and uses derivative financial instruments to achieve that composition. Taking into account the Group's operating activities, the optimum mix of medium/long-term non-current financial liabilities has been established, on the basis of the nominal amount, at a range of 65%–75% for the fixed-rate component and 25%–35% for the variable-rate component.
In managing market risks, the Group has adopted Guidelines for the "Management and control of financial risk" and mainly uses IRS and CCIRS derivative financial instruments.
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.
Bonds at December 31, 2018 totaled 21,497 million euros (22,202 million euros at December 31, 2017). Repayments totaled a nominal 21,021 million euros (21,775 million euros at December 31, 2017).
Changes in bonds over 2018 are shown below.
| (millions of original currency) | Currency | Amount | Issue date |
|---|---|---|---|
| New issues | |||
| Telecom Italia S.p.A. 750 million euros 2.875% (1/28/2026) | Euro | 750 | 6/28/2018 |
| (millions of original currency) | Currency | Amount | Repayment date |
| Repayments | |||
| Telecom Italia S.p.A. 593 million euros 4.750% (1) | Euro | 593 | 5/25/2018 |
| Telecom Italia S.p.A. 677 million US dollars 6.999% (2) | USD | 677 | 6/4/2018 |
| Telecom Italia S.p.A. 582 million euros 6.125% (3) (1) Net of buy-backs totaling 157 million euros made by the company in 2015. |
Euro | 582 | 12/14/2018 |
(2) Net of the securities bought back by TIM S.p.A. (323 million USD) on July 20, 2015.
(3) Net of buy-backs totaling 168 million euros made by the company in 2015.
With reference to Telecom Italia S.p.A. 2002–2022 bonds, reserved for subscription by employees of the Group, the nominal amount at December 31, 2018 was 203 million euros, down by 1 million euros compared to December 31, 2017 (204 million euros).
On January 11, 2019, TIM S.p.A. issued a bond for 1,250 million euros, maturing on April 11, 2024, with coupon equal to 4.000%, issue price 99.436%, repayment price 100%. The issue is part of the maturing debt optimization and refunding process.
The following table shows committed credit lines available at December 31, 2018.
| (billions of euros) | 12/31/2018 | 12/31/2017 | ||
|---|---|---|---|---|
| Agreed | Drawn down | Agreed | Drawn down | |
| Revolving Credit Facility – maturing May 2019 | - | - | 4.0 | - |
| Revolving Credit Facility – maturing March 2020 | - | - | 3.0 | - |
| Revolving Credit Facility – maturing January 2023 | 5.0 | - | - | - |
| Total | 5.0 | - | 7.0 | - |
On January 16, 2018, two syndicated Revolving Credit Facilities existing at December 31, 2017 were closed in advance and replaced by a new syndicated Revolving Credit Facility for a total of 5 billion euros, maturing on January 16, 2023, currently not drawn.
At December 31, 2018, TIM had bilateral Term Loans for 1,475 million euros and overdraft facilities for 250 million euros, drawn down for the full amount.
The average maturity of non-current financial liabilities (including the current portion of medium/long-term financial liabilities due within 12 months) was 7.62 years.
The average cost of the Group's debt, considered as the cost for the year calculated on an annual basis and resulting from the ratio of debt-related expenses to average exposure, stood at approximately 4.4%.
For details on the maturities of financial liabilities in terms of expected nominal repayment amounts, as contractually agreed, see the Notes "Financial liabilities (non-current and current)" in the Consolidated Financial Statements at December 31, 2018 of the TIM Group.
The TIM Group's available liquidity margin amounted to 8,043 million euros, equal to the sum of:
This margin is sufficient to cover Group financial liabilities falling due over the next 24–36 months.
In particular:
Cash and cash equivalents amounted to 1,917 million euros (3,575 million euros at December 31, 2017). The different technical forms of investing available cash can be analyzed as follows:
Current securities other than investments amounted to 1,126 million euros (993 million euros at December 31, 2017): These forms of investment represent alternatives to the investment of liquidity with the aim of improving returns. They included a total of 558 million euros of Italian treasury bonds purchased by TIM S.p.A. (252 million euros), Telecom Italia Finance S.A. (296 million euros) and Inwit S.p.A. (10 million euros), as well as 387 million euros of bonds purchased by Telecom Italia Finance S.A. with different maturities, all with an active market and consequently readily convertible into cash, and 181 million euros of investments in monetary funds by the Brazil Business Unit. The purchases of the above government bonds, which, pursuant to Consob Communication no. DEM/11070007 of August 5, 2011, represent investments in "Sovereign debt securities", have been made in accordance with the Guidelines for the "Management and control of financial risk" adopted by the TIM Group since August 2012.
In the fourth quarter of 2018, adjusted net financial debt increased by 80 million euros compared to September 30, 2018 (25,190 million euros): income tax payments and the payment of 477 million euros relative to the portion of the award amount due for 2018 for rights to use the 3700-3800 MHZ and 26.5-27.5 GHZ (5G) frequencies basically offset the positive cash generation from operations and financing activities.
| (millions of euros) | 12/31/2018 | 9/30/2018 | Change |
|---|---|---|---|
| (a) | (b) | (a-b) | |
| Net financial debt carrying amount | 25,995 | 26,127 | (132) |
| Reversal of fair value measurement of derivatives and related financial assets /liabilities |
(725) | (937) | 212 |
| Adjusted net financial debt | 25,270 | 25,190 | 80 |
| Breakdown as follows: | |||
| Total adjusted gross financial debt | 29,432 | 30,001 | (569) |
| Total adjusted financial assets | (4,162) | (4,811) | 649 |
The TIM Group Consolidated Financial Statements for 2018 and the comparative figures for the previous year have been prepared in accordance with the International Accounting Standards issued by the International Accounting Standards Board and endorsed by the European Union ("IFRS").
The accounting and consolidation policies adopted are consistent with those applied for the TIM Group Consolidated Financial Statements at December 31, 2017, except for the new standards adopted as of January 1, 2018, the impact of which is illustrated in the Note "Accounting Policies – Adoption of the New IFRS 9 and IFRS 15 Standards", to which readers are referred for more details.
The TIM Group, in addition to the conventional financial performance measures established by IFRS, uses certain alternative performance measures in order to present a better understanding of the trend of operations and financial condition. Specifically, these alternative performance measures refer to: EBITDA; EBIT; the organic change in revenues, EBITDA and EBIT; EBITDA margin and EBIT margin; and net financial debt carrying amount and adjusted net financial debt.
Moreover, the part entitled "Business Outlook for the year 2019" contains forward-looking statements in relation to the Group's intentions, beliefs or current expectations regarding financial performance and other aspects of the Group's operations and strategies. Readers of the Annual Report are reminded not to place undue reliance on forward-looking statements; actual results may differ significantly from forecasts owing to numerous factors, the majority of which are beyond the scope of the Group's control.
There were no significant changes in the scope of consolidation in 2018 and in 2017.
| (millions of euros) | 2018 | 2018 comparable |
2017 | Change (a-b) |
|
|---|---|---|---|---|---|
| (a) | (b) | amount | % | ||
| Revenues | 18,940 | 19,109 | 19,828 | (719) | (3.6) |
| Other income | 341 | 341 | 523 | (182) | (34.8) |
| Total operating revenues and other income | 19,281 | 19,450 | 20,351 | (901) | (4.4) |
| Acquisition of goods and services | (8,186) | (8,089) | (8,388) | 299 | 3.6 |
| Employee benefits expenses | (3,105) | (3,084) | (3,626) | 542 | 14.9 |
| Other operating expenses | (1,259) | (1,236) | (1,208) | (28) | (2.3) |
| Change in inventories | 102 | 102 | 35 | 67 | − |
| Internally generated assets | 570 | 570 | 626 | (56) | (8.9) |
| Operating profit before depreciation and amortization, capital gains (losses) and impairment reversals (losses) |
|||||
| on non-current assets (EBITDA) | 7,403 | 7,713 | 7,790 | (77) | (1.0) |
| Depreciation and amortization | (4,255) | (4,399) | (4,473) | 74 | 1.7 |
| Gains (losses) on disposals of non-current assets | (1) | (1) | 11 | (12) | − |
| Impairment reversals (losses) on non-current assets | (2,586) | (2,586) | (37) | (2,549) | − |
| Operating profit (loss) (EBIT) | 561 | 727 | 3,291 | (2,564) | (77.9) |
| Share of profits (losses) of associates and joint ventures accounted for using the equity method |
(1) | (1) | (1) | − | − |
| Other income (expenses) from investments | 11 | 10 | (18) | 28 | − |
| Finance income | 1,056 | 1,047 | 1,808 | (761) | (42.1) |
| Finance expenses | (2,404) | (2,388) | (3,303) | 915 | 27.7 |
| Profit (loss) before tax from continuing operations | (777) | (605) | 1,777 | (2,382) | − |
| Income tax expense | (375) | (433) | (490) | 57 | 11.6 |
| Profit (loss) from continuing operations | (1,152) | (1,038) | 1,287 | (2,325) | − |
| Profit (loss) from Discontinued operations/Non-current assets held for sale |
− | − | − | − | − |
| Profit (loss) for the year | (1,152) | (1,038) | 1,287 | (2,325) | − |
| Attributable to: | |||||
| Owners of the Parent | (1,411) | (1,298) | 1,121 | (2,419) | − |
| Non-controlling interests | 259 | 260 | 166 | 94 | 56.6 |
In accordance with IAS 1 (Presentation of Financial Statements), the following Consolidated Statements of Comprehensive Income include the Profit (loss) for the year as shown in the Separate Consolidated Income Statements and all non-owner changes in equity.
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Profit (loss) for the year (a) Other components of the Consolidated Statement of Comprehensive |
(1,152) | 1,287 |
| 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 | (5) | − |
| Income tax effect | − | − |
| (b) | (5) | − |
| Remeasurements of employee defined benefit plans (IAS 19): | ||
| Actuarial gains (losses) | 19 | 10 |
| Income tax effect | (5) | (1) |
| (c) | 14 | 9 |
| 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 Separate Consolidated Income Statement (e=b+c+d) |
9 | 9 |
| 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 | (14) | 63 |
| Loss (profit) transferred to the Separate Consolidated Income Statement | (4) | (62) |
| Income tax effect | 2 | 2 |
| (f) | (16) | 3 |
| Hedging instruments: | ||
| Profit (loss) from fair value adjustments | 362 | (854) |
| Loss (profit) transferred to Separate Consolidated Income Statement | (336) | 826 |
| Income tax effect | (7) | (3) |
| (g) | 19 | (31) |
| Exchange differences on translating foreign operations: | ||
| Profit (loss) on translating foreign operations Loss (profit) on translating foreign operations transferred to Separate |
(554) | (830) |
| Consolidated Income Statement | − | 19 |
| Income tax effect | − | − |
| (h) | (554) | (811) |
| 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) |
(551) | (839) |
| Total other components of the Consolidated Statement of Comprehensive Income (m=e+k) |
(542) | (830) |
| Total comprehensive income (loss) for the year (a+m) |
(1,694) | 457 |
| Attributable to: | ||
| Owners of the Parent | (1,784) | 527 |
| Non-controlling interests | 90 | (70) |
(*) Including, for 2017, "Available-for-sale financial assets".
| (millions of euros) | 12/31/2018 (a) |
12/31/2017 (b) |
Change (a-b) |
|
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Intangible assets | ||||
| Goodwill | 26,769 | 29,462 | (2,693) | |
| Intangible assets with a finite useful life | 8,889 | 7,192 | 1,697 | |
| 35,658 | 36,654 | (996) | ||
| Tangible assets | ||||
| Property, plant and equipment owned | 14,251 | 14,216 | 35 | |
| Assets held under finance leases | 1,895 | 2,331 | (436) | |
| 16,146 | 16,547 | (401) | ||
| Other non-current assets | ||||
| Investments in associates and joint ventures accounted for using the equity method |
16 | 17 | (1) | |
| Other investments | 49 | 51 | (2) | |
| Non-current financial assets | 1,594 | 1,768 | (174) | |
| Miscellaneous receivables and other non-current assets | 2,291 | 2,422 | (131) | |
| Deferred tax assets | 1,136 | 993 | 143 | |
| 5,086 | 5,251 | (165) | ||
| Total Non-current assets | (a) | 56,890 | 58,452 | (1,562) |
| Current assets | ||||
| Inventories | 389 | 290 | 99 | |
| Trade and miscellaneous receivables and other current assets |
4,706 | 4,959 | (253) | |
| Current income tax receivables | 251 | 77 | 174 | |
| Current financial assets | ||||
| Securities other than investments, financial receivables and other current financial assets |
1,466 | 1,430 | 36 | |
| Cash and cash equivalents | 1,917 | 3,575 | (1,658) | |
| 3,383 | 5,005 | (1,622) | ||
| Current assets sub-total | 8,729 | 10,331 | (1,602) | |
| Discontinued operations/Non-current assets held for sale | − | − | − | |
| Total Current assets | (b) | 8,729 | 10,331 | (1,602) |
| Total Assets | (a+b) | 65,619 | 68,783 | (3,164) |
| (millions of euros) | 12/31/2018 | 12/31/2017 | Change | |
|---|---|---|---|---|
| (a) | (b) | (a-b) | ||
| Equity and Liabilities | ||||
| Equity | ||||
| Equity attributable to Owners of the Parent | 19,528 | 21,557 | (2,029) | |
| Non-controlling interests | 2,219 | 2,226 | (7) | |
| Total Equity | (c) | 21,747 | 23,783 | (2,036) |
| Non-current liabilities | ||||
| Non-current financial liabilities | 25,059 | 28,108 | (3,049) | |
| Employee benefits | 1,567 | 1,736 | (169) | |
| Deferred tax liabilities | 192 | 265 | (73) | |
| Provisions | 876 | 825 | 51 | |
| Miscellaneous payables and other non-current liabilities | 3,297 | 1,678 | 1,619 | |
| Total Non-current liabilities | (d) | 30,991 | 32,612 | (1,621) |
| Current liabilities | ||||
| Current financial liabilities | 5,913 | 4,756 | 1,157 | |
| Trade and miscellaneous payables and other current | ||||
| liabilities | 6,901 | 7,520 | (619) | |
| Current income tax payables | 67 | 112 | (45) | |
| Current liabilities sub-total | 12,881 | 12,388 | 493 | |
| Liabilities directly associated with Discontinued operations/Non-current assets held for sale |
− | − | − | |
| Total Current Liabilities | (e) | 12,881 | 12,388 | 493 |
| Total Liabilities | (f=d+e) | 43,872 | 45,000 | (1,128) |
| Total Equity and Liabilities | (c+f) | 65,619 | 68,783 | (3,164) |
| (millions of euros) | 2018 | 2017 | |
|---|---|---|---|
| Cash flows from operating activities: | |||
| Profit (loss) from continuing operations | (1,152) | 1,287 | |
| Adjustments for: | |||
| Depreciation and amortization | 4,255 | 4,473 | |
| Impairment losses (reversals) on non-current assets (including investments) | 2,589 | 50 | |
| Net change in deferred tax assets and liabilities | (195) | (147) | |
| Losses (gains) realized on disposals of non-current assets (including investments) |
1 | (11) | |
| Share of losses (profits) of associates and joint ventures accounted for using the equity method |
1 | 1 | |
| Change in provisions for employee benefits | (208) | 437 | |
| Change in inventories | (99) | (30) | |
| Change in trade receivables and net amounts due from customers on construction contracts |
(49) | 379 | |
| Change in trade payables | (163) | (605) | |
| Net change in current income tax receivables/payables | (210) | (515) | |
| Net change in miscellaneous receivables/payables and other assets/liabilities |
(178) | 80 | |
| Cash flows from (used in) operating activities | (a) | 4,592 | 5,399 |
| Cash flows from investing activities: | |||
| Purchase of intangible assets | (3,647) | (2,292) | |
| Purchase of tangible assets | (2,831) | (3,477) | |
| Total purchase of intangible and tangible assets on an accrual basis | (6,478) | (5,769) | |
| Change in amounts due for purchases of intangible and tangible assets | 1,947 | 455 | |
| Total purchase of intangible and tangible assets on a cash basis | (4,531) | (5,314) | |
| Capital grants received | 108 | 82 | |
| Acquisition of control of companies or other businesses, net of cash acquired | − | − | |
| Acquisitions/disposals of other investments | (3) | (4) | |
| Change in financial receivables and other financial assets (excluding hedging and non-hedging derivatives under financial assets) |
96 | 466 | |
| Proceeds from sale that result in a loss of control of subsidiaries or other businesses, net of cash disposed of |
− | − | |
| Proceeds from sale/repayment of intangible, tangible and other non-current assets |
16 | 30 | |
| Cash flows from (used in) investing activities | (b) | (4,314) | (4,740) |
| Cash flows from financing activities: | |||
| Change in current financial liabilities and other | 394 | (1,188) | |
| Proceeds from non-current financial liabilities (including current portion) | 2,546 | 2,630 | |
| Repayments of non-current financial liabilities (including current portion) | (4,426) | (3,426) | |
| Changes in hedging and non-hedging derivatives | (110) | 997 | |
| Share capital proceeds/reimbursements (including subsidiaries) | 22 | 16 | |
| Dividends paid | (256) | (235) | |
| Changes in ownership interests in consolidated subsidiaries | − | (4) | |
| Cash flows from (used in) financing activities | (c) | (1,830) | (1,210) |
| Cash flows from (used in) Discontinued operations/Non-current assets held for sale |
(d) | − | − |
| Aggregate cash flows | (e=a+b+c+d) | (1,552) | (551) |
| Net cash and cash equivalents at beginning of the year: | (f) | 3,246 | 3,952 |
| Net foreign exchange differences on net cash and cash equivalents | (g) | (63) | (155) |
| Net cash and cash equivalents at end of the year: | (h=e+f+g) | 1,631 | 3,246 |
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Income taxes (paid) received | (739) | (1,100) |
| Interest expense paid | (1,978) | (2,899) |
| Interest income received | 871 | 1,636 |
| Dividends received | 2 | 1 |
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Net cash and cash equivalents at beginning of the year: | ||
| Cash and cash equivalents – from continuing operations | 3,575 | 3,964 |
| Bank overdrafts repayable on demand – from continuing operations | (329) | (12) |
| 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 |
− | − |
| 3,246 | 3,952 | |
| Net cash and cash equivalents at end of the year: | ||
| Cash and cash equivalents – from continuing operations | 3,575 | |
| Bank overdrafts repayable on demand – from continuing operations | (329) | |
| 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 |
− | − |
| 1,631 | 3,246 |
The additional disclosures required by IAS 7 are provided in the Note "Net Financial Debt" to the TIM Group Consolidated Financial Statements at December 31, 2018.
| (equivalent number) | 2018 | 2017 | Change |
|---|---|---|---|
| Average salaried workforce – Italy | 45,058 | 45,648 | (590) |
| Average salaried workforce – Outside Italy | 9,365 | 9,298 | 67 |
| Total average salaried workforce (1) | 54,423 | 54,946 | (523) |
(1) Includes employees with temp work contracts: the average headcount was 0 in 2018 versus 2 in 2017 (1 in Italy and 1 outside Italy).
| (number) | 12/31/2018 | 12/31/2017 | Change |
|---|---|---|---|
| Headcount – Italy | 48,005 | 49,689 | (1,684) |
| Headcount – Outside Italy | 9,896 | 9,740 | 156 |
| Total headcount at year end (1) | 57,901 | 59,429 | (1,528) |
(1) No employees with temporary work contracts at 12/31/2018 and 12/31/2017.
| (number) | 12/31/2018 | 12/31/2017 | Change |
|---|---|---|---|
| Domestic | 48,200 | 49,851 | (1,651) |
| Brazil | 9,658 | 9,508 | 150 |
| Other Operations | 43 | 70 | (27) |
| Total | 57,901 | 59,429 | (1,528) |
Environmental and social changes underway pose economic risks, but also business opportunities for TIM, that has a leading role in the economy of the main countries where it operates; In an increasingly digital world, the ability to find a sustainable dimension among the new business models, new service classes, new operating procedures and new professional dimensions that are transforming the way we live and work and reshaping systems and economic relations is of strategic importance.
The analysis process conducted in 2018, in order to identify material issues relative to the social, environmental and economic impacts business activities have both in and outside the Company, showed that opportunities related to the digital transformation of companies, the public administration and citizens' services are material issues for the Group. The analysis also showed how essential it was for TIM to play a lead role in developing digital expertise and knowledge in its own dimension and in a capacity as enabler for a new digital society. There has also been a renewed focus on human rights, in all forms, and on environmental issues, such as reducing greenhouse gases, which the Group can contribute to with products that enable businesses and households to reduce their energy consumption, and with services to help cities lower their own emissions.
The following are a few cases in which social and environmental elements have direct economic impacts on TIM and, lastly, a description is provided of the materiality analysis, the details of which are provided in the Group's Sustainability Report/Disclosure of non-financial information.
TIM is one of the biggest electricity users nationally, consuming around 1.873 1 TWh of energy per year. Technological developments continued in 2018, related mainly to the NGAN (Next Generation Access Network) implementation plan and LTE technology, are generally leading to an increase in energy consumption. 2018 in particular saw a significant boost given to the technological development of the fixed-line and mobile network and significant growth in new installations in the internal and external market in the field of Information Technology, with a consequent increase in energy demand.
TIM pro-actively managed to offset its energy consumption related to technological development, through continual research into efficiency and the optimization of solutions adopted, achieving:
In economic terms, the overall savings of the Domestic Business Unit from the reduction in consumption and own energy produced can be estimated to be approximately 7.3 million euros over the course of the year.
During the year, TIM maintained ISO 50001 certification for sites covered by the Energy Management System. In 2018, certification was extended considerably: besides the "historic" site in Bologna, in via Stendhal and the Data Center in Rozzano 1 and 2, certification was also obtained for Rozzano 3 - thus completing the entire Data Center at Rozzano - and for the exchange in the center of Piacenza, as well as the Data Processing Centers at Padova and Bologna Roveri. TIM therefore achieved the objective it had set the previous year to add an exchange to the certification on top of the already certified buildings. The energy efficiency of TIM was also recognized through the awarding of Energy Efficiency Certificates (EEC, also known as White Certificates): During 2018, 18,000 EECs were awarded, sold with revenues equal to approximately 6 million euros. As proof of its commitment to energy, TIM received the 2018 Energy Manager award for the tertiary sector from FIRE (the Italian Federation for a Rational Use of Energy) in association with ENEA and Key Energy.
1 This does not include the electricity used by OLOs.
TIM pays much attention to listening and involving workers' representatives in many areas of work, including reorganization processes.
The search for constant dialog and discussion with union representatives led to major agreements being reached, aimed at reconciling the needs of the business with those of the people who work in the company. This has allowed agreements to be reached for the implementation of efficiency improvement plans that can mediate between the needs of the workers and those of the company. For example, a complex negotiation process involving the leading trade union organizations was completed in late 2015 with the signing of a framework agreement to manage staff redundancies.
Like its predecessors, the agreement provided for the use of a mixture of integrated instruments and measures that are not socially traumatic but that are economically sustainable:
ICT services for environmental protection and improving citizens' quality of life are seeing positive growth rates. TIM customers already have a range of solutions available to them to cut energy consumption, reduce red tape, and increase security for citizens.
TIM's services for the environment (described on timbusiness.it) include:
As already stated, in compliance with Italian Legislative Degree 254/2016 and the requirements of the Global Reporting Initiative Standards, TIM conducted a materiality analysis in 2018 with the aim of identifying material topics as regards the socio-environmental and economic impacts of its business activities both within and outside the company.
4 Law 92/2012 www.gazzettaufficiale.it/eli/id/2012/07/03/012G0115/sg
In keeping with the methodology started in 2017, TIM assessed the validity of the material issues identified the previous year, adopting evolved semantic analysis techniques, to analyze a larger number of information sources in order to identify and map sector topics, and also continued its analysis of big data, in order to collect external points of view.
The taxonomy5 to adopt in the semantic engine was updated, using the same sustainability and digital references as those in 2017, in more recent versions and expanding the number. In particular:
The semantic engine analyzed all the national and international sources of information, public and non-public sources, internal and external to TIM8 with different interactions leading to the definition of a list of topics based on the occurrences9 found in the various documents and establishing hierarchies between the topics. The material topics of the sector were identified through the occurrences, which were compared with the topics that emerged from the 2017 'tree'.
In order to obtain the significance of the material topics for the company, an internal questionnaire was given to a significant sample of representative contact people from all the company's departments.
As stated, collecting external points of view was facilitated by the use of innovative tools such as semantics and big data analysis, 10as well as digital collaboration tools11".
At the end of this initial screening, the company was able to draw up a list of topics representing the following macro areas:
electromagnetism;
documents issued by stakeholders (in particular sustainability reports); statements issued on company websites;
TIM's vendor assessment platform was used to specifically focus on the category of suppliers;
5 Each taxonomy is made up of interrelated concepts and keywords with different correlation and significance levels. Each taxonomy was constructed using both Italian and English terms.
6 For example RobecoSam (Dow Jones Sustainability Index), FTSE4good and Sustainalytics questionnaires.
7 For example, the Digital Economy Society Index which monitors different aspects of the digitization level of the individual European countries.
8 For example: The "Piano Nazionale italiano per l'Agenda 2030" (Italian National Plan for the 2030 agenda) of the Italian government, the "Ernst & Young Megatrends report 2015", the "Fair and Sustainable Well-Being in Italy 2016" (BES) report promoted by the National Council for Economy and Labor (CNEL) and the National Institute for Statistics (ISTAT).
9 The occurrences identify the number of times that a concept (or a specific term) is detected within the document by the semantic engine and provide an indication of the significance of the topic detected in the context of the document. 10 In keeping with activities of the previous years, stakeholders involved in engagement activities were surveyed, in addition to many other entities,
for a total of approximately 500, concerning 8 categories of TIM stakeholders. Three types of sources were identified for the analysis:
a questionnaire was given to stakeholders, via the platform, from the categories: customers, suppliers, competitors, institutions, environment, community, persons, also collecting suggestions and feedback;
information on TIM customers' views on the proposed issues was obtained from the TIM.com site.
This approach has enabled TIM to expand stakeholder engagement and dynamically observe topics in order to measure their trends over time.
At the end of the analysis, TIM attributed a relevance score based on the occurrence of the topics12. The activity resulted in the following materiality matrix:

The key issues for the Group and its stakeholders reflect the Sustainable Development Goals which TIM believes it can help achieve to a greater extent through its own personnel, technologies and services, adopting business policies that promote and safeguard human rights and the environment. Specifically, the relevant Goals are:
12Scores ranged from 1 to 5, where 1 is the minimum frequency, 5 the maximum frequency, 3 the average frequency (calculated from the average occurrence of the topics taken into consideration). 2 and 4 are attributed in proportion to the minimum, average and maximum scores. Finally, the final score was calculated, weighted by the significance attributed to each source according to the different time periods covered in the analysis.
"Service quality" is the topic which registered the greatest increase, overall, compared to 2017. "Fair corporate conduct" was instead the most relevant issue for external stakeholders; "Safeguarding privacy and personal data protection and security", "Developing digital infrastructures with next-generation networks" and "Supporting the development of digital skills in the community (in schools, in the public administration, in businesses)" all ranked higher than 2017.
"Reducing the environmental impact of TIM's operations" is one of the most significant topics due to the important contribution TIM can provide through its solutions as a leading ICT company and through its adoption of strategies and policies to contain its energy consumption and greenhouse gas emissions.
The validation of the topics and of the entire materiality analysis process was carried out by the Sustainability Reporting, Monitoring and Relationship (SRMR) division, with the support of RE2N, a company that develops innovative tools for sustainability and Shared Value, and TIM Data Room. The review phase is due to take place as a preparatory stage prior to the next reporting cycle, with the aim of submitting the results of the analyses carried out, updated in the following year, to specific stakeholder engagement activities.
Innovation, understood as a research and development activity for innovative technologies and services, processes and business models, represents a key factor in the company's ability to keep up with the profound transformations brought about through ICT, as well as a necessary asset acting as a driving force in this evolution in terms of its customers and the national system, helping to overcome the socio-cultural barriers that limit the opportunity to participate in the information society and enjoyment of the relative benefits.
TIM has always considered innovation to be a strategic asset and takes great care in governing individual aspects, from its strategic role to its responsibility, objectives and policy.
In terms of role, both technological and business-based innovation are also confirmed in 2018 as the central element to the response to change in the technological, market and competitive context. In line with this, the Group has taken action in several ways:
More specifically, innovation management is overseen, with different missions, by the Technology Architectures & Innovation Department and by engineers, but involves various internal and external stakeholders of the company:
TIM's technological evolution is based on CTO Technology Strategy, which identifies technology strategy in terms of guidelines, specific technologies and roadmaps to adopt in the long term. The three-year technological plan is the reference policy for the Group and includes the technological evolution plans of subsidiaries. The plan sets out the main external factors that may affect company strategies (regulation, standards, suppliers, other market operators) and establishes the company entities involved, the applicable technological architecture and evolution of specific technologies, along with relative roadmaps for deployment or assessment. The qualitative and/or quantitative goals address the long term and have been given an annual framework. They are defined so that they can be objectively measured in compliance with quality standards (ISO 9001) and environmental standards (ISO 14001), and operational innovation processes, in the same way as TIM processes, in general, are based on TMF's reference standard E-Tom.
Overall, in 2018 TIM committed around 1,300 people to working on technological innovation and engineering in Italy, for an overall investment for the Company of 1,165 million euros, which is equivalent to around 8% of revenues.
In October 2018, the tender of the Ministry of Economic Development for the award of user rights to 694–790 MHz, 3600–3800 MHz, and 26.5–27.5 GHz band frequencies for 5G mobile telecommunications services was completed, with an overall undertaking for TIM of 2,399 million euros. The rights to 3600-3800 MHz and 26.5- 27.5 GHz band frequencies were assigned on a definitive basis in January 2019, while the rights to 694-790 MHz band frequencies will be made available in July 2022.
5G allows not only faster speeds than those possible with earlier technologies, but also a multitude of services with very different requirements, in particular in the mMTC13 and URLLC14 areas.
TIM has followed the development of 5G from 2012, actively participating in the definition of international standards as well as European consortia and projects which laid the foundations for the system and contributed to the introduction of innovative use cases and applications. In particular, TIM participated in the European Horizon 2020 METIS and METIS II projects included in the 5GPPP European initiative and in another 12 projects concerning all the main technological turning points of 5G, collaborating with the main providers of network technologies and terminals through specific MoUs.
The operational activities for technological development and 5G trials are accompanied by structured technical communication ranging from publishing to promotion with events of a scientific scope. Many initiatives dedicated to 5G took place during 2018, including the inauguration of the first Innovation Hub in Rome, which is the very cornerstone of the agreement. Another important event was held in Turin, at Palazzo Madama, with two days when TIM opened its doors to the public with live demos of 5G services, including automotive, digital tourism, Industry 4.0 and smartcity services, which will soon be available on the network. In Turin, TIM will develop the first 5G network in Italy, thanks to an agreement with the local authorities, following on from three important projects started in 2017 - Torino 5G, San Marino 5G and Bari-Matera 5G - for 5G coverage of these municipalities, involving over 55 partners.
In 2018, these projects continued, consolidating activities to provide coverage, with San Marino becoming the first European microstate to be covered by 5G.Research and partnerships with organizations and universities involved for Bari-Matera were also set up and activities will continue in 2019.
Over the next few years, 5G will be the revolution that everyone can experience in their daily lives.
Main applications will target:
13Massive Machine Type Communication
14 Ultra Reliable and Low Latency Communications
In November 2016, TIM opened the IoT Open Lab, which became fully operational in 2017, at its base in Turin. Its purpose, according to the methods inherent in Open Innovation, is to support the development of IoT solutions based on key technologies for Telco Operators. In particular, the IoT Open Lab acts as a business accelerator to support companies in entering the ecosystem of technologies standardized by the 3GPP and, as regards the current period, Narrow Band IoT technologies. In 2018, more than 180 companies and customers visited the Lab, and among them, around fifty construction companies agreed a partnership with TIM allowing them to use the Lab's facilities free of charge.
The Open Innovation activities (understood as R&D participatory behavior) for 2018 were largely concentrated on the new Innovation model pursued at TIM and guided by top management. Research and development activities in 2018 focused on infrastructure issues and application solutions with a particular emphasis on opportunities afforded by 5G.
As already stated, the financial commitment amounted to 840,000 euros, involving 70 TIM technicians and 60 university researchers dedicated to specific research, including:
TIM has always been active in innovative and research initiatives funded by the European Commission and by national public administrations. This has enabled it to obtain funding of nearly 14 million euros over the 2016- 2018 period and to take part in projects with a high innovation content, thanks to which it has been able to develop and consolidate its own know-how in sectors with a fast-paced technological evolution, working together with leading European, North American, Korean and Japanese research centers. In this area, it has been involved in activities carried out as part of funded projects concerning 5G, virtualization and intelligent mobility services, furthering its expertise and gaining a prominent position in the international sphere.
During 2018, the Group's portfolio of patents grew to include new patents filed (TIM ranks sixth as the Italian company for number of European patents filed), and was also streamlined, eliminating some patents that were no longer worth investing in, given advances in technological progress.
The patenting areas relate to the whole ICT sector, with areas of excellence in the mobile sector, where TIM is one of the six leading Telcos worldwide.
Specifically, TIM's portfolio of patents included 3,256 patents held by TIM in 2018, of which 2,754 granted in 41 countries around the world and 502 published in 15 patent offices, relative to some 600 inventions.
A total of 11% of the patented inventions stem from work with universities and research institutes, from 1997 to the present day.
Participation in a Patent Pool for LTE with a patent essential for the relative standard should also be noted. The Patent Pool acquired new participants over the course of the year (bringing the current total to 19 licenseholders) and granted several licenses to 42 companies.
The Innovation & Technology Department, headed by the CTO of TIM Brasil, is responsible for Research and Development (R&D) activities. Its main areas of focus include: identifying technological innovation for the network and the evolutionary needs for new technologies and devices, setting architectural guidelines, and the development of strategic partnerships, so as to exploit new business models and guarantee the evolution of the network infrastructure in line with the business strategy. The organizational structure of Innovation & Technology is currently made up of 25 people in the Networks area, including telecommunications engineers, electrics and electronics engineers, IT experts and other technicians of various origins, competences and experiences, who cover all innovative needs and provide support to R&D.
In terms of infrastructure, one important result was the establishment of TIM Lab, a multi-purpose test environment focusing on innovation, which is able to guarantee the assessment of innovative services, products and technologies, certifying their functional efficiency and performance and the development of new models and configurations, consolidating the innovation flow. TIM Lab plays a strategic role in providing support for the conduct of Credibility Test, Trials and Proof of Concept (POC), for the validation of the services in collaboration with the main suppliers of technology and partners, through the sharing of knowledge and the technological infrastructures for interoperability tests, the assessment of capacity and the definition of technical requirements; in synergy with the R&D department, it facilitates innovation and promotes collaborations with universities and research institutes.
In January 2017, a new TIM Lab Innovation Center was opened at the Corporate Executive Offices complex in Barra da Tijuca, in the state of Rio de Janeiro: a building with a surface area of 650 square meters, able to accommodate more than 60 people. This new office hosts technicians and researchers and can be seen as a space of innovation open to new opportunities and the development of innovation for the Brazilian telecommunications market, also operating as a national reference point for R&D activities.
In 2018, more than 180 validation and innovation projects were concluded. Moreover, new technological areas, such as transport and fixed access solutions, were included in the range of initiatives relating to innovation and R&D. In this regard, more than 22 million reais were invested in the 2016/17 period, also for new lab premises, in addition to the 4 million reais in 2018; based on the 2019-2021 plan, further investments of 12 million reais have been allocated.
The Innovation & Technology department continued to work on projects and initiatives aiming to ensure the evolution of the business of TIM Brasil through the recommendation of sustainable, efficient network platforms and "disruptive" models, including anticipating the availability of new services. These projects can be divided into the following groups:
The reassignment of the 1,800 MHz, 850 MHz and 2,100 MHz bandwidths from 2G/3G to 4G gives TIM Brasil three important competitive advantages:
Another important consideration in this scenario is that over 94% of current LTE terminals are already compatible with the 1,800 MHz and 2,600 MHz bandwidths, and with the other bandwidths available; hence, implementation of the LTE multilayer is proving to be an excellent strategy that benefits from the dissemination of devices.
The deployment of the LTE 700 MHz layer will result in significant expansion of the coverage and indoor penetration, promoting the presence of LTE throughout the national territory and consolidating TIM Brasil's leadership in LTE. The actual roll-out will follow the rules dictated by the EAD15 in order to manage the spectrum cleaning and avoid interference problems with the analogue TV transmission service. 82% of the LTE devices employed by the current users of TIM Brasil services are enabled for the 700 MHz bandwidth. At the end of 2018, over 1,400 cities could test the LTE 700 MHz coverage.
15 Entidade Administradora de Processo de Redistribuição e Digitalização de Canais de TV e RTV
In 2015, as part of the IP Multimedia Network Evolution, three tests were carried out at the Innovation Lab to assess the IMS16. In 2016 the tests were extended to live networks, allowing TIM Brasil to set up the functional infrastructure to provide services such as Voice over LTE (VoLTE), Video over LTE (ViLTE) and Wi-Fi Calling, entirely laid on IP and activated by an IMS platform. In 2017 TIM launched VoLTE high definition voice call services on the market, providing call services without the need to pass through switched lines. At the end of 2018, over 2,500 cities could use this service.
The expansion of "4G RAN sharing", in partnership with other Brazilian mobile operators, aims to define the architectural requirements, technical assumptions and specifications for the "LTE RAN sharing" solution, optimizing the network resources and costs. In this regard, TIM has pursued and considered RAN Sharing Solutions since 2007. Another strong motivation lies in coverage issues and timing in compliance with regulatory requirements. The RAN Sharing agreement allows TIM to promote the evolution of LTE development in rural areas of Brazil, with effective sharing of access and backhauling. At present 4G RAN Sharing relies on two national partners, improving the possible benefits and efficiencies of this technical model.
Following continuous testing activities, savings and energy efficiency solutions were introduced, which primarily concern the low traffic periods for the 2G, 3G and 4G access layers. The energy consumption recorded for the site, dependent on the access technology and coverage conditions, showed a reduction of up to 10%. According to TIM Brasil, the large-scale introduction of IoT could drastically change the mobile market in that it exploits the creation of services and represents a potential tool for agricultural applications, connected vehicles, tracking solutions, and social and healthcare support. In 2017 TIM invested in TIM Lab and in the E2E sector, improving existing smart parking applications and activating the connection of new applications, preparing the terrain for future NB-IoT and LTE-M commercial networks, which were launched in 2018 in the city of Santa Rita do Sapucai. Since 2018, TIM Brasil together with Nokia and BR Digital, has offered connectivity services in rural areas, not only enabling agrobusiness commercial applications, but also the digital inclusion of sector employees and residents in small towns.
In 2017 TIM Brasil joined the Telecom Infra Project (TIP), an initiative founded by Facebook, SK Telecom, Deutsche Telekom, Nokia, Intel and other companies, which aims to identify new approaches to the creation and deployment of telecommunications network infrastructure. TIM Brasil has transformed TIM Lab into the first TIP Community Lab in Latin America, which will be used by TIP members to create universal standards relating to solutions, initially for transport networks, in order to overcome the challenges linked to the interoperability of the different providers. This initiative represents an open and collaborative approach to the development and testing of new technologies and solutions.
Moreover, in October 2018, TIM joined up with a new work team in the Telecom Infra Project (TIP) together with Vodafone and other mobile operators, called DCSG (Disaggregated Cell Site Gateway). This project is an opportunity to define a common set of requirements to produce devices that are more open, flexible and costeffective.
16 IMS: IP Multimedia Subsystem, solutions focused on functional tests, specific analyses and interoperability with the so-called "legacy system"
TIM, as a Relevant Public Interest Entity (PIE), has prepared and presented a "Consolidated non-financial statement" as a "separate report", as provided for by article 5 Statement positioning and disclosure regime of Legislative Decree 254/2016, on the disclosure of non-financial information and diversity information by some companies and some large groups. Moreover, a report (statement) issued by the appointed external auditor pursuant to article 3, subsection 10 of Legislative Decree 254/2016 is annexed to the "Consolidated non-financial statement"; the assignment was given to PwC S.p.A..
The Consolidated Non-Financial Statement is available in the sustainability section of the website www.telecomitalia.com.
For details of subsequent events, see the specific Note "Events Subsequent to December 31, 2018" in the Consolidated and Separate Financial Statements as at December 31, 2018 of the TIM Group and TIM S.p.A., respectively.
The strategy of the TIM 2019-2021 Plan marks a major break with the past, focusing on execution as a key factor in TIM's organic transformation, together with strategic initiatives capable of freeing up value. The Plan's objectives are the relaunch of the Domestic business, with a focus on the quality, size and technical skills of TIM, and the strengthening of business in Brazil, taking advantage of growth opportunities (e.g. residential broadband and ultra-broadband connectivity) and continuing the repositioning of customers towards postpaid offers, leveraging 4G leadership.
On the Domestic market the Consumer segment begins with consolidated competitive advantages (quality, size and technical skills), to bring rationality to both the Fixed and Mobile market, using network quality and product reliability to leverage optimized profitability and expand the range of offered services. By 2021, ultra-broadband penetration will reach 80% of the broadband customer base (up from 45% in 2018).
The Business segment will put itself forward as a reference supplier and top ICT quality partner for SMEs and as a leading ICT solutions provider for large customers. Revenues from ICT services will grow significantly, reaching 48% of total revenues of the Large Business segment by 2021 (up from 39% in 2018).
The Wholesale segment will defend its access market share and confirm its leadership in ultra-broadband coverage. Fiber access will double compared to 2018.
The Telecom Italia Sparkle group will expand its infrastructure and grow enterprise networking and the cloud; partnerships to accelerate growth and expand strategic options will also be assessed.
In Brazil, the mobile customer base will continue to migrate towards postpaid offers, increasing from 36% in 2018 to around 50% in 2021. The fiber development program (backbone, backhauling and FTTH) will also continue and residential ultra-broadband customers will be at 1.2 million in 2021. Cost rationalization and digital transformation will be a leverage to support margin improvement, with an EBITDA margin of at least 40% by 2020.
TIM's strategy aims to reduce debt through cash generation growth in the domestic market, achieved through stabilization of revenues, a streamlined costs structure and working capital and invested capital optimization. A dedicated department will ensure cost efficiencies are made and, through already identified actions, will allow for a reduction in the reducible cost base of 8% in 2021 compared to 2018; invested capital optimization will also take place through network sharing. To this end TIM and Vodafone Italia signed a memorandum of understanding in February 2019 and agreed to start exclusive negotiations on a partnership project to share the active component of the 5G network, assess the possibility of sharing active devices on the 4G network and expand the current passive sharing agreement.
The technological approach outlined in the new TIM plan puts modernization, simplification and artificial intelligence at the heart of future capital expenditure. TIM will build a completely new and automated 5G network, continuing with the disposal and consolidation of redundant assets (e.g. data centers and exchanges).
The main financial targets of the 2019-2021 plan are as follows, it should also be remembered that the 2019 forecasts assume an operating performance affected by competitive dynamics that have already impacted – increasingly – the whole of 2018. These dynamics will have full effect on 2019, influencing the "Year on Year" comparability of the coming periodic financial reports and will determine the highlight of a recovery trend only during the second part of the year.
TIM Group:
Domestic:
Brazil:
Risk governance is a strategic tool for value creation. The TIM Group has adopted an Enterprise Risk Management Model based on the methodology of the Committee of Sponsoring Organizations of the Treadway Commission (ERM CoSO Report), which enables the identification and management of risk in a uniform manner across the Group companies, highlighting potential synergies among the actors involved in the assessment of the Internal Control and Risk Management System. The ERM process is designed to identify potential events that may affect the business, to manage risk within acceptable limits and to provide reasonable assurance regarding the achievement of corporate objectives.
The business outlook for 2019 could moreover be affected by risks and uncertainties caused by a multitude of factors, the majority of which are beyond the Group's control.
These include, but are not limited to, the change in market context, entry of new potential competitors in the fixed and mobile field, start of proceedings by the authorities and delays in new strategy implementation, with effects – at this moment not foreseeable – in terms of strategic choices and development timing of the already announced triennial objectives, which may lead, in some cases, to a different progression in timing in respect of that initially foreseen or achievement of the objectives through new and more joined-up methods.
The main risks affecting the business activities of the TIM Group, which may impact, even significantly, the ability to achieve the objectives of the Group are presented below in an analytical way.
The TIM Group's economic and financial situation depends on the influence of numerous macroeconomic factors such as economic growth, political stability, consumer confidence, and changes in interest rates and exchange rates in the markets in which it operates. In 2018 economic growth in the euro area suffered an unexpected slowdown, suggesting that growth for the year would be lower than in 2017. The slowdown in the Italian economy was more evident than in other European countries: GDP recorded two consecutive negative quarteron-quarter changes in the second half of the year. 2018 closed with an average growth of 0.9% in real terms, against a growth of 1.6% recorded in 2017, and growth for 2019 is expected at an even lower rate compared to 2018.
The slowdown in Italian growth reflects the deceleration in exports (in particular towards its main trading partner, Germany, which in turn recorded a sharp downturn in the third quarter), and expected normalization of monetary policies. On the domestic front, the uncertainty related to budget policy and possible repercussions on the financial markets and confidence of households and businesses had a considerable impact.
In Brazil, the expected results may be significantly affected by the macroeconomic and political situation. After two years of negative GDP growth – one of the deepest and longest recessions in its history – Brazil returned to growth in 2017 (+1%). In December the Central Bank slightly reduced its GDP growth forecasts for 2018, from 1.4 % estimated in September to 1.3%, due mainly to the performance of public accounts. The elections which ended with the new president voted in with a considerable popular majority should help to attenuate the political uncertainty and boost the confidence of households and businesses, creating a climate that is far more favorable for the economy to recover. Short and medium term growth forecasts remain tied to pension reforms and the introduction of a more efficient public spending system, which is not an easy task for the new president.
The telecommunications market is characterized by strong competition that may reduce market share in the geographical areas where the TIM Group is engaged as well as erode prices and margins. Competition is focused on innovative products and services and on the capacity to move towards higher levels of convergence in service and expand it to the content offering, but also on the price competition in both traditional and other services. The use of new technologies (IoT) and new knowledge and customer management tools (Big Data) represent enabling factors in the mitigation of competition risks, however failure to exploit these opportunities could become an additional element of risk.
In the area of infrastructure competition, the growth of alternative operators could represent a threat for TIM, also beyond the Plan period.
Iliad launched its new mobile service at the end of May with the objective of capturing 10–15% of the market, adopting the same strategies it currently employs on the French market. In addition, Open Fiber and Infratel started up plans for the development of an UBB telecommunications network as an alternative to the TIM network, respectively in major Italian cities and in areas of market failure, opening up the possibility of a new wave of competition in those areas, with impacts for both the Wholesale and Retail segments.
Competitive risks in the Brazilian market lie in the rapid transition of the business model tied to traditional services and the potential consolidation of the sector. As the consumption patterns of consumers change (migration from voice to data services), service providers need to act swiftly in upgrading their infrastructure and modernizing their portfolios of products and services. In this context, the Tim Brasil group could be impacted by the need to upgrade its technologies and infrastructure rapidly and by greater competition, in the form of aggressive sales strategies and potential business combinations in the sector. At the same time, the deep economic and political crisis in the country has had a direct impact on consumption, especially in the Prepaid segment.
Operational risks inherent in our business relate, on the one hand, to failures in systems and/or network platforms, loss of critical or commercially sensitive data, possible inadequacies in internal processes, external factors, frauds, employee errors and errors in properly documenting transactions; and on the other, to the possibility of implementing strategies for value creation through the optimization of costs and capital expenditure, which in part could depend on factors beyond the control of the Company, such as the cooperation of external counterparties (suppliers, trade unions, industry associations) and laws and regulations.
To maintain and expand our customer portfolio in each of the markets in which the TIM Group operates, it is necessary to maintain, update and improve existing networks in a timely manner. A reliable and high quality network is necessary to maintain the customer base and minimize terminations to protect the Company's revenues from erosion.
The maintenance and improvement of existing installations depend on the Group's ability to:
The TIM Group's success depends heavily on the ability to ensure the continuous and uninterrupted delivery of the products and services we provide through the availability of processes and the relating supporting assets, which are sensitive to various internal and external threats. TIM has adopted a "Business Continuity Model System" framework in line with international standards, to analyze and prevent these risks.
The TIM Group has to deal with disputes and litigation with tax authorities and government agencies, regulators, competition authorities, other telecommunications operators and other entities. The possible impacts of such proceedings are generally uncertain. In the event of settlement unfavorable to the Group, these issues may, individually or as whole, have an adverse effect, which may even be significant, on its operating results, financial position and cash flows.
Technological progress means that increasingly sophisticated tools and techniques, which are quick acting and have a considerable economic impact are available for fraudulent activity.
"Conventional" phenomena such as subscription, interconnection, and commercial fraud currently generate the highest part of revenue loss and will continue to be significant in the near future, however new types of Internetstyle fraud will gradually gain more ground (Internet spamming/phishing, service reselling, VoIP bypass, etc.). Furthermore, some specific types of provided services (e.g. wholesale interconnection, voice or data services) are potentially at risk of third party use for the construction of fictitious transaction schemes, tax avoidance offenses and/or international money laundering.
By way of example only, Fraud Management covers:
The TIM Group has an established organizational model based on the governance of fraud and a separate operational governance system for managing and combating fraud.
The procedure to combat external fraud, drawing on company processes at risk of the offenses contemplated in Italian Legislative Decree 231/01 being committed, sets out internal control mechanisms, including instructions on how employees and Company staff/partners (including suppliers) must behave (Prevention). In the Detection stage, potential cases of fraud are identified and after a preliminary check of the possible grounds the cases may be subject to Investigation and Tackling. To complete the fraud management end-to-end cycle, the results of actions taken are assessed with monitoring and any actions to improve the fraud management process are identified.
Likewise, internal fraud is managed in compliance with constraints in trade union agreements banning the remote control of employees' work, and involves monitoring and checking access to company systems only for operational purposes, and access to registration data only in the case of identified anomalies.
The TIM Group may be exposed to financial risks, such as risks arising from fluctuations in interest rates and exchange rates, credit risk, liquidity risk and risks related to the performance of the equity markets in general, and – more specifically – risks related to the performance of the share price of the TIM Group companies. These risks may adversely impact the earnings and the financial structure of the Group. Accordingly, to manage those risks, the TIM Group has established guidelines, at central level, which must be followed for operational management, identification of the most suitable financial instruments to meet set goals, and monitoring the results achieved. In particular, in order to mitigate the liquidity risk, the TIM Group aims to maintain an "adequate level of financial flexibility", in terms of cash and syndicated committed credit lines, enabling it to cover refinancing requirements at least for the next 12-18 months.
The potential impact of Brexit will depend on the result of negotiations on the "divorce" agreement with the EU, which is even more uncertain, after the House of Commons voted against the British Prime Minister's Brexit plan in January 2019.
Brexit and possible future scenarios connected to the outcomes of negotiations could cause further instability on global financial markets in an international context that is already affected by the trade dispute between the US and China.
The potential effects of Brexit could adversely affect our financial conditions, our business and the related earnings and cash flows.
The electronic communications industry is highly regulated. As such, new decisions by the Communications Authority (AGCom) may lead to changes in the regulatory framework that may affect the expected results of the Group and the guidance announced to the market. In addition, the position held by TIM In the fixed-line markets and the structure of the mobile markets results in high levels of scrutiny from the Italian Antitrust Authority (AGCM) over competition in the sector.
The main elements that introduce uncertainty are:
The TIM Group may be exposed to risks of non-compliance due to non-observance/breach of internal (selfregulation, such as, for example, bylaws, code of ethics) and external rules (laws, regulations, new accounting standards and Authority orders), with consequent judicial or administrative penalties, financial losses or reputational damage.
The TIM Group aims to ensure that processes, and, therefore, the procedures and systems governing them, and corporate conduct comply with legal requirements. The risk is associated with potential time lags in making the processes compliant with regulatory changes or whenever non-conformities are identified and is monitored by the dedicated internal control system.
Compliance with Commission Regulation (EU) 2016/679 (General Data Protection Regulation, GDPR), directly applicable as from May 25, 2018 and enacted in Italy by Legislative Decree no. 101/2018 is particularly important. This Regulation has increased administrative fines considerably compared to the Data Protection Act previously in effect, and in some cases fines of up to 20 million euros may be administered, or in the case of companies, of up to 4% of their global annual turnover of the previous year, if this amount is higher than 20 million euros. Starting from the operating model already in use with pre-existing privacy regulations, the TIM Group has taken necessary action to comply with the GDPR.
| Share capital | 11,677,002,855.10 euros |
|---|---|
| Number of ordinary shares (without nominal value) | 15,203,122,583 |
| Number of savings shares (without nominal value) | 6,027,791,699 |
| Number of TIM S.p.A. ordinary treasury shares | 37,672,014 |
| Number of TIM S.p.A. ordinary shares held by Telecom Italia Finance S.A. | 126,082,374 |
| Percentage of ordinary treasury shares held by the Group to total share capital | 0.77% |
| Market capitalization (based on December 2018 average prices) | 11,153 million euros |
On May 25, 2016, the Shareholders' Meeting approved amendments to the company name, introducing the name "TIM S.p.A." as an alternative to "Telecom Italia S.p.A.".
TIM S.p.A. ordinary and savings shares, as well as the ordinary shares of INWIT S.p.A. are listed on the Italian stock exchange (FTSE index), whereas the ordinary shares of Tim Participações S.A. are listed in Brazil (BOVESPA index).
| TIM-Telecom Italia | INWIT | Tim Participações | ||
|---|---|---|---|---|
| code | ordinary shares | savings shares | ||
| Stock exchange | IT0003497168 | IT0003497176 | IT0005090300 | BRTIMPACNOR1 |
| Bloomberg | TIT IM | TITR IM | INW IM | TIMP3 BZ |
| Reuters | TLIT.MI | TLITn.MI | INWT.MI | TIMP3.SA |
The ordinary and savings shares of TIM S.p.A., and the ordinary shares of Tim Participações S.A. are also listed on the NYSE (New York Stock Exchange); trading occurs through ADS (American Depositary Shares) that respectively represent 10 ordinary shares and 10 savings shares of TIM S.p.A. and 5 ordinary shares of Tim Participações S.A..
Shareholder composition according to the Shareholders Book at December 31, 2018, supplemented by communications received and other available sources of information (ordinary shares):

(1) Evidence of the ownership interests disclosed for the TIM shareholders' meeting on May 4, 2018.
(2) Paul E. Singer is a General Partner of Elliott Capital Advisors LP. This ownership interest is held indirectly through the subsidiaries Elliott International LP, Elliott Associates LP and The Liverpool Limited Partnership.
Taking into account the entries in the Shareholders Book, communications sent to Consob and to the Company pursuant to Italian Legislative Decree 58 of February 24, 1998, Article 120, and other available sources of information, the relevant holdings of TIM S.p.A.'s ordinary share capital are as follows:
| Holder | Type of ownership | Percentage of ownership |
|---|---|---|
| Vivendi S.A. | Direct | 23.94% |
| Paul E. Singer | Indirect | 8.85% |
| Cassa Depositi e Prestiti S.p.A. (*) | Direct | 4.26% |
(*) Ownership interest referred to April 10, 2018.
Besides the above information, reported before December 31, 2018:
At December 31, 2018, the three rating agencies – Standard & Poor's, Moody's and Fitch Ratings – rated TIM as follows:
| Rating | Outlook | |
|---|---|---|
| STANDARD & POOR'S | BB+ | Stable |
| MOODY'S | Ba1 | Stable |
| FITCH RATINGS | BBB- | Negative |
On January 17, 2013, the Board of Directors of TIM S.p.A. resolved to exercise the option, as per article 70 paragraph 8 and article 71 paragraph 1-bis of the Consob Regulation 11971/99, to waive the obligations to publish disclosure documents in the event of significant operations such as mergers, demergers, capital increases by means of the transfer of assets in kind, acquisitions and disposals.
On May 16, 2018, the Board of Directors of TIM S.p.A. acknowledged that the grounds for considering Vivendi the entity exercising direction and coordination powers over TIM no longer applied. Furthermore, on June 25, 2018, the Board of Directors of TIM approved amendments to the internal procedure governing transactions with related parties, and updated the relative related-party boundary to reflect the new situation, whereby Vivendi no longer qualifies as the de facto controlling entity over TIM. The procedure was lastly updated by the Board of Directors with some improvements on July 24, 2018.
In accordance with Article 5, paragraph 8 of Consob Regulation 17221 of March 12, 2010 concerning "Relatedparty transactions" and the subsequent Consob Resolution 17389 of June 23, 2010, no significant transactions were conducted in 2018, as defined by Article 4, paragraph 1a of the aforementioned regulation, that had a material impact on the financial position or the performance of the TIM Group and TIM S.p.A. in 2018.
In addition, there were no changes or developments with respect to the related party transactions described in the 2017 Report on Operations which had a significant effect on the financial position or on the performance of the TIM Group and TIM S.p.A. in 2018.
Related-party transactions, when not dictated by specific laws, were conducted at arm's length. They were performed in compliance with the internal procedure, which sets forth rules designed to ensure the transparency and fairness of the transactions in accordance with Consob Regulation 17221/2010. The current procedure is available on the website www.telecomitalia.com, under the Group section/Governance System channel.
For information on related-party transactions, see the Financial Statements and Notes to the Consolidated Financial Statements and Separate Financial Statements "Related-party transactions and direction and coordination activity".
In this Report on Operations, in the TIM Group Consolidated Financial Statements and in the Separate Financial Statements of the Parent, TIM S.p.A., for the year ended December 31, 2018, in addition to the conventional financial performance measures established by IFRS, certain alternative performance measures are presented for a better understanding of the performance of operations and financial position. Such measures, which are also presented in other periodical financial reports (annual and interim) should, however, not be construed as a substitute for those required by IFRS.
The alternative performance measures used are described below:
EBITDA: this financial measure is used by TIM as the financial target in internal presentations (business plans) and in external presentations (to analysts and investors). It represents a useful unit of measurement for assessing the operating performance of the Group (as a whole and at Business Unit level) and of the Parent, TIM S.p.A., in addition to EBIT. These measures are calculated as follows:
| + | Finance expenses | ||
|---|---|---|---|
| - | Finance income | ||
| +/- | Other expenses (income) from investments (1) | ||
| +/- | Share of profits (losses) of associates and joint ventures accounted for using the equity method (2) | ||
| EBIT – Operating profit (loss) | |||
| +/- | Impairment losses (reversals) on non-current assets | ||
| +/- | Losses (gains) on disposals of non-current assets | ||
| + | Depreciation and amortization | ||
| EBITDA – Operating profit before depreciation and amortization, capital gains (losses) and impairment reversals (losses) on non-current assets |
(1) "Expenses (income) from investments" for TIM S.p.A..
(2) Line item in Group consolidated financial statements only.
Organic change in Revenues, EBITDA and EBIT: these measures express changes (amount and/or percentage) in Revenues, EBITDA and EBIT, excluding, where applicable, the effects of the change in the scope of consolidation and exchange differences.
TIM believes that the presentation of the organic change in revenues, EBITDA and EBIT allows for a more complete and effective understanding of the operating performance of the Group (as a whole and at Business Unit level) and of the Parent. This method of presenting information is also used in presentations to analysts and investors. This Report on Operations provides a reconciliation between the "reported figure" and the "organic" figure.
In order to better represent the actual change in Net Financial Debt, in addition to the usual measure (named "Net financial debt carrying amount"), the "Adjusted net financial debt" is also shown, which excludes effects that are purely accounting in nature resulting from the fair value measurement of derivatives and related financial liabilities/assets.
Net financial debt is calculated as follows:
| + Non-current financial liabilities |
|---|
| + Current financial liabilities |
| + Financial liabilities directly associated with Discontinued operations/Non-current assets held for sale |
| A) Gross financial debt |
| + Non-current financial assets |
| + Current financial assets |
| + Financial assets relating to Discontinued operations/Non-current assets held for sale |
| B) Financial assets |
| C=(A - B) Net financial debt carrying amount |
| D) Reversal of fair value measurement of derivatives and related financial liabilities/assets |
| E=(C + D) Adjusted net financial debt |

Key operating and financial data (comparable data)
| REVENUES | 14,055 | Millions of Euros |
|||
|---|---|---|---|---|---|
| EBITDA 5,876 |
Millions of Euros |
||||
| EBITDA MARGIN | |||||
| organic excluding non recurrent |
44.5% | ||||
| NET FINANCIAL DEBT CARRYING AMOUNT | |||||
| 29,360 | Millions of Euros |
||||
| CAPITAL EXPENDITURES & LICENSES | |||||
| 5,159 | Millions of Euros |
||||
| HEADCOUNT AT YEAR END | |||||
| 42,656 | numbers |
In 2018 and 2017, TIM S.p.A. recognized non-recurring operating expenses connected with events and transactions that by their nature do not recur as part of continuing operations, which are reported when their amount is material. Such expenses include the goodwill impairment loss, corporate restructuring and reorganization expenses, expenses resulting from regulatory disputes and sanctions and the liabilities related to those expenses, expenses for disputes with former employees, and liabilities with customers and/or suppliers, as well as items related to adjustments relative to previous years.
In detail:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Non-recurring net expenses | ||
| Revenues | ||
| Adjustments of revenues from previous years | 62 | - |
| Acquisition of goods and services and Change in inventories | ||
| Expenses related to agreements and the development of non-recurring projects |
13 | 8 |
| Employee benefits expenses | ||
| Expenses related to restructuring and rationalization and other expenses | 221 | 692 |
| Sundry expenses and provisions | ||
| Expenses related to disputes and regulatory penalties and liabilities related to those expenses, and expenses related to disputes with former employees and liabilities with customers and/or suppliers |
108 | 176 |
| Impact on EBITDA | 404 | 876 |
| Impairment loss on Goodwill | 2,686 | - |
| Impairment losses on intangible assets | - | 30 |
| Impact on EBIT | 3,090 | 906 |
Non-recurring net expenses in 2018 included:
Non-recurring expenses in 2017 chiefly included provisions for the start-up of the company restructuring plan of TIM S.p.A..
For comparative purposes only and to provide a better understanding of business performance in the reporting period, besides non-recurring transactions, "one-off" items are highlighted which, by their nature, are not linear or recurring, in the reporting period or the comparative period. Such above-mentioned items exclusively pertain to the Domestic market, are not subject to auditing and are produced for explanatory purposes only. In 2017, positive one-off items for a total of 112 million euros were posted, relative to the differential impact arising from the revised estimate of the settlement value of some contractual liabilities with customers and suppliers.
| (millions of euros) | 2018 | 2018 | 2017 | (a-b) | Change |
|---|---|---|---|---|---|
| comparable | |||||
| (a) | (b) | amount | % | ||
| Revenues | 13,902 | 14,055 | 14,099 | (44) | (0.3) |
| EBITDA | 5,608 | 5,876 | 5,801 | 75 | 1.3 |
| EBIT margin | 40.3% | 41.8% | 41.1% | 0.7 pp | |
| EBIT | (241) | (77) | 2,567 | (2,644) | − |
| EBIT margin | (1.7)% | (0.5)% | 18.2% | (18.7)pp | |
| Profit (loss) before tax | (1,420) | (1,258) | 1,398 | (2,656) | − |
| Profit (loss) for the year | (1,854) | (1,749) | 1,087 | (2,836) | − |
| Licenses & capital expenditures | 5,043 | 5,159 | 4,095 | 1,064 | 26.0 |
| Net financial debt | 29,360 | 29,210 | 150 | 0.5 | |
| Headcount at year end (number) | 42,656 | 44,281 | (1,625) | (3.7) |
Revenues amounted to 13,902 million euros.
The application of IFRS 15 resulted in the recognition of lower revenues by 153 million euros.
Excluding that effect, revenues for 2018 amounted to 14,055 million euros, down by 44 million euros (-0.3%) on 2017.
This result is impacted by the effects of the changed regulatory and competitive scenario (30-day pricing restored, entry of a fourth mobile operator), particularly in the Consumer segment.
Revenues for 2018 include a non-recurring adjustment of -62 million euros relating to previous financial years.
The sales segments show the following changes compared to 2017:
| (millions of euros) | 2018 comparable |
2017 | Change |
|---|---|---|---|
| Revenues | 14,055 | 14,099 | (44) |
| Consumer | 7,480 | 7,659 | (179) |
| Business | 4,577 | 4,492 | 85 |
| Wholesale | 1,959 | 1,826 | 133 |
| Other | 39 | 122 | (83) |
In particular:
EBITDA amounted to 5,608 million euros for 2018.
The application of IFRS 15 had a negative impact on EBITDA of 268 million euros. Excluding this effect, comparable EBITDA for 2018 totaled 5,876 million euros (5,801 million euros in 2017), increasing by 75 million euros (equal to +1.3%); the EBITDA margin stood at 41.8% (41.1% in 2017, up by 0.7 percentage points).
EBITDA for 2018, net of the non-recurring component, amounted to 6,280 million euros (6,677 million euros in 2017). Specifically EBITDA for 2018 reflected a negative impact totaling 404 million euros referring to nonrecurring expenses (876 million euros in 2017), as already described.
Further details on non-recurring items are provided in the Note "Significant non-recurring events and transactions" of the Separate Financial Statements at December 31, 2018 of TIM S.p.A..
Organic EBITDA is calculated as follows:
| (millions of euros) | 2018 | 2017 | Change | |
|---|---|---|---|---|
| amount | % | |||
| REPORTED EBITDA | 5,608 | |||
| Effect of adoption of new accounting standards | 268 | |||
| COMPARABLE EBITDA - on the same accounting basis | 5,876 | 5,801 | 75 | 1.3 |
| of which non-recurring income/(expenses) | (404) | (876) | 472 | |
| ORGANIC EBITDA - excluding Non-recurring items | 6,280 | 6,677 | (397) | (5.9) |
In 2017, EBITDA also reflected some one-off items for a total of 112 million euros, relative to the differential impact arising from the revised estimate of the settlement value of some contractual liabilities with customers and suppliers.
The following elements also affected EBITDA:
| (millions of euros) | 2018 | 2017 | Change |
|---|---|---|---|
| comparable | |||
| Late payment fees charged for telephone services | 49 | 48 | 1 |
| Recovery of employee benefit expenses, purchases and services rendered |
27 | 20 | 7 |
| Capital and operating grants | 33 | 44 | (11) |
| Damages, penalties and recoveries connected with litigation | 23 | 35 | (12) |
| Partnership agreements and other arrangements with suppliers |
22 | 97 | (75) |
| Estimate revisions and other adjustments | 73 | 188 | (115) |
| Other | 25 | 27 | (2) |
| Total | 252 | 459 | (207) |
Other operating income includes, among others, contribution fees resulting from partnership agreements and other arrangements with suppliers, designed to develop the collaboration between the parties, in order to strengthen and stabilize industrial, commercial and real estate relations over time. In the 2017 financial year, Other income included the aforementioned "one-off" items for a total amount of 112 million euros.
Acquisition of goods and services (5,801 million euros; 5,715 million euros on comparable basis; 5,567 million euros in 2017)
| (millions of euros) | 2018 | 2017 | Change |
|---|---|---|---|
| comparable | |||
| Acquisition of goods | 1,643 | 1,566 | 77 |
| Revenues due to other TLC operators and costs for | |||
| telecommunications network access services | 762 | 766 | (4) |
| Commercial and advertising costs | 777 | 743 | 34 |
| Professional and consulting services | 115 | 86 | 29 |
| Power, maintenance and outsourced services | 1,106 | 1,123 | (17) |
| Lease and rental costs | 803 | 767 | 36 |
| Other | 509 | 516 | (7) |
| Total acquisition of goods and services | 5,715 | 5,567 | 148 |
| % of Revenues | 40.7 | 39.5 | 1.2 pp |
This item increased by 148 million euros compared to 2017. Costs for the acquisition of goods increased mainly due to higher purchasing volumes of equipment and handsets related to the increase in product sales and to higher commercial costs and costs for professional services; reduction in costs for energy and outsourced services is attributable to streamlining actions taken during the year.
| (millions of euros) | 2018 comparable |
2017 | Change |
|---|---|---|---|
| Ordinary employee expenses and costs | 2,310 | 2,342 | (32) |
| Restructuring expenses and allocations to employee and other provisions |
221 | 692 | (471) |
| Total employee benefits expenses | 2,531 | 3,034 | (503) |
Employee benefits expenses decreased by 503 million euros compared to 2017. The main factors that drove this change were:
The headcount at December 31, 2018 amounted to 42,656 employees, a decrease of 1,625 compared to December 31, 2017 (44,281).
| (millions of euros) | 2018 | 2017 | Change |
|---|---|---|---|
| comparable | |||
| Write-downs and expenses in connection with credit management |
350 | 303 | 47 |
| Provision charges | 112 | 153 | (41) |
| TLC operating fees and charges | 41 | 48 | (7) |
| Indirect duties and taxes | 67 | 63 | 4 |
| Penalties, settlement compensation and administrative fines | 73 | 35 | 38 |
| Association dues and fees, donations, scholarships and traineeships |
10 | 12 | (2) |
| Other | 50 | 44 | 6 |
| Total | 703 | 658 | 45 |
Other operating expenses included a non-recurring component of 108 million euros (176 million euros in 2017), consisting chiefly of the fine levied on May 8, 2018 in application of the "Golden Power" rule (Italian Decree Law 21 of 15/3/2012).
As a result of the introduction of IFRS 15, which requires that customer acquisition costs be deferred, rather than capitalized, depreciation and amortization for 2018 amounted to 3,155 million euros.
Depreciation and amortization on the same accounting basis instead amounted to 3,259 million euros, rising by 56 million euros compared to 2018 (3,203 million euros). In particular, we report:
The item showed a loss of 11 million euros (a loss of one million euros in 2017). Capital losses, totaling 13 million euros, included 6 million euros for advance releases of property lease agreements.
The item Impairment reversals (losses) on non-current assets was negative by 2,683 million euros (negative by 30 million euros in 2017), mainly following the TIM S.p.A. goodwill impairment loss in the year. A more detailed analysis is provided in the Note "Goodwill" in the Separate Financial Statements as at December 31, 2018 of TIM S.p.A.
The item shows a negative 241 million euros.
The application of IFRS 15 had a negative impact on EBIT of 164 million euros. Excluding that effect, EBIT for 2018 was negative for 77 million euros (2,567 million euros in 2017), showing a drop of 2,644 million euros. The EBIT margin fell from 18.2% in 2017 to -0.5% in 2018.
EBIT for 2018 was pulled down by non-recurring net expenses, including the aforesaid goodwill impairment loss, totaling 3,090 million euros (906 million euros in 2017).
| (millions of euros) | 2018 | 2017 | Change | |
|---|---|---|---|---|
| amount | % | |||
| REPORTED EBIT | (241) | |||
| Effect of adoption of new accounting standards | 164 | |||
| COMPARABLE EBIT – on the same accounting basis | (77) | 2,567 | (2,644) | |
| of which non-recurring income/(expenses) | (3,090) | (906) | (2,184) | |
| ORGANIC EBIT - excluding Non-recurring items | 3,013 | 3,473 | (460) | (13.2) |
The item, equal to 71 million euros (71 million euros on comparable basis) is as follow:
| (millions of euros) | 2018 comparable |
2017 | Change |
|---|---|---|---|
| Dividends | 125 | 255 | (130) |
| Impairment losses on financial assets | (54) | (30) | (24) |
| Total | 71 | 225 | (154) |
In particular, we report:
Finance income (expenses) showed a net expense of 1,250 million euros (expense of 1,394 million euros in 2017). The improvement is connected to the reduction in average debt exposure and a drop in interest rates from the refinancing operations carried out over the last 12/18 months, as well as the effects of the change on some non-monetary items of a currency and accounting nature, relative to the fair value measurement of derivatives, as provided for in IFRS 13.
This item amounted to 434 million euros, showing an increase of 123 million euros on 2017 (311 million euros). The trend in taxes is affected by the impact of some items in 2018 that are not relevant for tax purposes (mainly driven by goodwill impairment loss and other non-deductible sundry expenses and lower tax deductions for dividends). Further details are provided in the Note "Income tax expense (current and deferred)" of the Separate Financial Statements at December 31, 2018 of TIM S.p.A..
The loss for the year amounted to 1,854 million euros (profit of 1,087 million euros in 2017). The figure was adversely affected by the adoption of IFRS 9 and IFRS 15 for 105 million euros, as well as by non-recurring net expenses (including the previously mentioned goodwill impairment loss) for 3,024 million euros. On comparable basis, profit for the year would have amounted to around 1.3 billion euros, a drop of approximately 0.4 billion euros over 2017.
| (millions of euros) | 12/31/2018 | 12/31/2017 | Change |
|---|---|---|---|
| (a) | (b) | (a-b) | |
| Assets | |||
| Non-current assets | 55,205 | 56,231 | (1,026) |
| Goodwill | 24,341 | 27,027 | (2,686) |
| Other intangible assets | 6,339 | 4,249 | 2,090 |
| Tangible assets | 12,476 | 12,943 | (467) |
| Other non-current assets | 11,167 | 11,110 | 57 |
| Deferred tax assets | 882 | 902 | (20) |
| Current assets | 5,956 | 5,956 | − |
| Inventories, Trade and miscellaneous receivables and other current assets |
4,112 | 4,113 | (1) |
| Current income tax receivables | 166 | − | 166 |
| Current financial assets | 1,678 | 1,843 | (165) |
| 61,161 | 62,187 | (1,026) | |
| Equity and liabilities | |||
| Equity | 18,138 | 20,069 | (1,931) |
| Non-current liabilities | 29,868 | 32,016 | (2,148) |
| Current liabilities | 13,155 | 10,102 | 3,053 |
| 61,161 | 62,187 | (1,026) |
Equity amounted to 18,138 million euros, down by 1,931 million euros compared to December 31, 2017 (20,069 million euros). The changes in equity over 2018 and 2017 are detailed in the following table:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| At the beginning of the year | 20,069 | 18,973 |
| Impact of the adoption of IFRS 9 and IFRS 15 | 6 | − |
| At the beginning of the year, restated | 20,075 | 18,973 |
| Profit (loss) for the year | (1,854) | 1,087 |
| Dividends approved | (166) | (166) |
| Merger of TIM Real Estate S.r.l. and Olivetti Multiservices S.p.A. into TIM S.p.A. | − | 44 |
| Issue of equity instruments and other changes | 3 | (6) |
| Movements in the reserve for financial assets measured at fair value through other comprehensive income and derivative hedging instruments |
65 | 130 |
| Movements in the reserve for remeasurements of employee defined benefit plans (IAS 19) |
15 | 7 |
| At the end of the year | 18,138 | 20,069 |
| (millions of euros) | 2018 | 2017 | Change |
|---|---|---|---|
| EBITDA | 5,608 | 5,801 | (193) |
| Capital expenditures on an accrual basis | (2,644) | (3,465) | 821 |
| Expenditures for mobile telephone licenses | (2,399) | (630) | (1,769) |
| Change in net operating working capital: | 1,154 | (10) | 1,164 |
| Change in inventories | (84) | (45) | (39) |
| Change in trade receivables and net amounts due from customers on construction contracts |
(65) | (16) | (49) |
| Change in trade payables (*) | (196) | 83 | (279) |
| Change in payables for mobile telephone licenses | 1,922 | − | 1,922 |
| Other changes in operating receivables/payables | (423) | (32) | (391) |
| Change in employee benefits | (194) | 439 | (633) |
| Change in operating provisions and Other changes | 49 | 103 | (54) |
| Net operating free cash flow | 1,574 | 2,238 | (664) |
| of which operating free cash flow connected with the purchase of mobile telephone licenses |
(477) | (630) | 153 |
| % of Revenues | 11.3 | 15.9 | (4.6) pp |
| Sale of investments and other disposals flow | 24 | 47 | (23) |
| Financial investments flow | (130) | (76) | (54) |
| Dividends flow | (51) | 89 | (140) |
| Increases in finance leasing contracts | (58) | (54) | (4) |
| Share capital increases/reimbursements | − | − | |
| Financial expenses, income taxes and other net non-operating requirements flow |
(1,509) | (2,257) | 748 |
| Reduction (Increase) in net financial debt | (150) | (13) | (137) |
(*) Includes the change in trade payables for amounts due to fixed asset suppliers.
The decrease in net operating free cash flow in 2018, compared to 2017, was driven mainly by the drop in EBITDA (193 million euros), by higher capital expenditures and mobile phone licenses (948 million euros), as well as by provisions for employee benefits expenses, partially offset by the change in net working capital.
In addition to what has already been illustrated with reference to EBITDA, adjusted net financial debt at December 31, 2018 was particularly impacted by the following:
Capital expenditures totaled 5,043 million euros (net of the effect of the introduction of IFRS 15, amounting to 5,159 million euros; they were equal to 4,095 million euros in 2017), with a growth of 948 million euros, determined by higher capital expenditures on intangible assets of 1,683 million euros, partially offset by lower capital expenditures of 735 million euros on tangible assets. In particular, we report:
This item shows a positive figure of 24 million euros and related mainly to disposals of tangible assets. In 2017, the item posted a positive balance of 47 million euros, reflecting the sale of tangible assets and 3 million euros collection of the deferred portion of the sale price of a non-controlling interest sold in previous years.
The figure amounted to 130 million euros and referred primarily to investment account payments to cover subscriptions of new share capital issued by the subsidiaries Noverca (40 million euros) Flash Fiber (86 million euros) and Timvision (2 million euros). In 2017, the figure amounted to 76 million euros and referred primarily to investment account payments to cover subscriptions of new share capital issued by the subsidiaries Flash Fiber (62 million euros) and Noverca (10 million euros).
This item, equal to 58 million euros, refers to the higher value of finance lease assets, also due to higher financial payables recognized, mainly following the recognition of vehicle lease agreements as finance leases in accordance with IAS 17. In 2017, the item amounted to 54 million euros. Further details are provided in the Note "Tangible assets (owned and under finance leases)" in the Separate Financial Statements at December 31, 2018 of TIM S.p.A..
No increases or reimbursements of share capital were made in 2018 and in 2017.
Finance expenses, income taxes and other net non-operating requirements flow mainly includes the payment of income taxes, net finance expenses, and the change in non-operating receivables and payables.
This item amounted to 29,360 million euros, up by 150 million euros on 2017 (29,210 million euros).
To provide a better representation of the true performance of Net Financial Debt, from 2009, in addition to the usual indicator (renamed "Net financial debt carrying amount"), a measure called "Adjusted net financial debt" has also been shown, 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 exchange and interest rates for contractual flows) and 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 resulting from the introduction of IFRS 13 – Fair Value measurement, from January 1, 2013) from the measurement of derivatives and related financial assets/liabilities. The details are as follows:
(millions of euros) 12/31/2018 12/31/2017 Change Non-current financial liabilities Bonds 13,984 14,902 (918) Amounts due to banks, other financial payables and liabilities 9,348 11,709 (2,361) Finance lease liabilities 1,445 1,856 (411) 24,777 28,467 (3,690) Current financial liabilities (1) Bonds 2,126 1,528 598 Amounts due to banks, other financial payables and liabilities 5,618 2,522 3,096 Finance lease liabilities 159 147 12 7,903 4,197 3,706 Total gross financial debt 32,680 32,664 16 Non-current financial assets Financial receivables and other non-current financial assets (1,642) (1,611) (31) (1,642) (1,611) (31) Current financial assets Securities other than investments (466) (746) 280 Financial receivables and other current financial assets (327) (326) (1) Cash and cash equivalents (885) (771) (114) (1,678) (1,843) 165 Total financial assets (3,320) (3,454) 134 Net financial debt carrying amount 29,360 29,210 150 Reversal of fair value measurement of derivatives and related financial liabilities/assets (1,307) (1,414) 107 Adjusted net financial debt 28,053 27,796 257 Breakdown as follows: Total adjusted gross financial debt 30,712 30,298 414 Total adjusted financial assets (2,659) (2,502) (157) (1) of which current portion of medium/long-term debt: Bonds 2,126 1,528 598 Amounts due to banks, other financial payables and liabilities 3,372 1,428 1,944 Finance lease liabilities 159 147 12
The non-current portion of gross financial debt amounted to 24,777 million euros (28,467 million euros at the end of 2017) and represented 76% of total gross financial debt.
In line with the Group's objectives in terms of debt composition and in accordance Guidelines adopted for the "Management and control of financial risk", TIM S.p.A., in securing both third-party and intercompany loans, uses IRS and CCIRS derivative financial instruments to hedge its liabilities.
Derivative financial instruments are designated as fair value hedges for managing exchange rate risk on financial instruments denominated in currencies other than euro and for managing interest rate risk on fixed-rate loans. Derivative financial instruments are designated as cash flow hedges when the objective is to fix the exchange rate and interest rate of future variable contractual flows.
Bonds at December 31, 2018 totaled 16,110 million euros (16,430 million euros at December 31, 2017). Their nominal repayment amount was 15,849 million euros, down by 378 million euros compared to December 31, 2017 (16,227 million euros).
Changes in bonds over 2018 are shown below:
| (millions of original currency) | Currency | Amount | Issue date |
|---|---|---|---|
| New issues | |||
| Telecom Italia S.p.A. 750 million euros 2.875% (1/28/2026) | Euro | 750 | 6/28/2018 |
| (millions of original currency) | Currency | Amount | Repayment date |
| Repayments | |||
| Telecom Italia S.p.A. 593 million euros 4.750% (1) | Euro | 593 | 5/25/2018 |
| Telecom Italia S.p.A. 582 million euros 6.125% (2) (1) Net of buy-backs totaling 157 million euros made by the company in 2015. |
Euro | 582 | 12/14/2018 |
(2) Net of buy-backs totaling 168 million euros made by the company in 2015.
With reference to Telecom Italia S.p.A. 2002–2022 bonds, reserved for subscription by employees of the Group, the nominal amount at December 31, 2018 was 203 million euros, down by 1 million euros compared to December 31, 2017 (204 million euros).
On January 11, 2019, TIM S.p.A. issued a bond for 1,250 million euros, maturing on April 11, 2024, with coupon equal to 4.000%, issue price 99.436%, repayment price 100%. The issue is part of the maturing debt optimization and refunding process.
The following table shows committed credit lines available at December 31, 2018.
| (billions of euros) | 12/31/2018 | 12/31/2017 | ||
|---|---|---|---|---|
| Approved | Drawdowns | Approved | Drawdowns | |
| Revolving Credit Facility – maturing May 2019 | - | - | 4.0 | - |
| Revolving Credit Facility – maturing March 2020 | - | - | 3.0 | - |
| Revolving Credit Facility – maturing January 2023 | 5.0 | - | - | - |
| Total | 5.0 | - | 7.0 | - |
On January 16, 2018, two syndicated Revolving Credit Facilities existing at December 31, 2017 were closed in advance and replaced by a new syndicated Revolving Credit Facility for a total of 5 billion euros, maturing on January 16, 2023, currently not drawn.
At December 31, 2018, TIM had bilateral Term Loans for 1,475 million euros and overdraft facilities for 250 million euros, drawn down for the full amount.
Maturities of financial liabilities
The average maturity of non-current financial liabilities (including the current portion of medium/long-term financial liabilities due within 12 months) was 7.07 years.
Details of the maturities of financial liabilities in terms of expected nominal repayment amounts, as contractually agreed, are provided in the Note "Financial Liabilities (non-current and current)" of the Separate Financial Statements of TIM S.p.A. at December 31, 2018.
Financial assets and liquidity margin
Financial assets totaled 3,320 million euros (3,454 million euros at December 31, 2017), of which 708 million euros relating to financial receivables from Group companies.
Of that total, 1,678 million euros (1,843 million euros at December 31, 2017) was classified as current financial assets.
The available liquidity margin of TIM S.p.A. amounted to 6,351 million euros, equal to the sum of:
This margin is amply sufficient to cover the financial liabilities due.
Cash and cash equivalents amounted to 885 million euros (771 million euros at December 31, 2017). The different technical forms of investing available cash can be analyzed as follows:
Current securities other than investments amounted to 466 million euros (746 million euros at December 31, 2017). These forms of investment represent alternatives to the investment of liquidity with the aim of improving returns. They consist of:
| (millions of euros) | 2018 | 2018 comparable |
2017 | Change (a/b) |
|
|---|---|---|---|---|---|
| (a) | (b) | amount | % | ||
| Revenues | 13,902 | 14,055 | 14,099 | (44) | (0.3) |
| Other income | 252 | 252 | 459 | (207) | (45.1) |
| Total operating revenues and other income | 14,154 | 14,307 | 14,558 | (251) | (1.7) |
| Acquisition of goods and services | (5,801) | (5,715) | (5,567) | (148) | (2.7) |
| Employee benefits expenses | (2,541) | (2,531) | (3,034) | 503 | 16.6 |
| Other operating expenses | (722) | (703) | (658) | (45) | (6.8) |
| Change in inventories | 84 | 84 | 45 | 39 | 86.7 |
| Internally generated assets | 434 | 434 | 457 | (23) | (5.0) |
| Operating profit before depreciation and amortization, capital gains (losses) and impairment reversals (losses) |
|||||
| on non-current assets (EBITDA) | 5,608 | 5,876 | 5,801 | 75 | 1.3 |
| Depreciation and amortization Gains/(losses) on disposals of non-current assets |
(3,155) (11) |
(3,259) (11) |
(3,203) (1) |
(56) (10) |
(1.7) - |
| Impairment reversals (losses) on non-current assets | (2,683) | (2,683) | (30) | (2,653) | - |
| Operating profit (loss) (EBIT) | (241) | (77) | 2,567 | (2,644) | - |
| Income (expenses) from investments | 71 | 71 | 225 | (154) | (68.4) |
| Finance income | 1,177 | 1,172 | 1,571 | (399) | (25.4) |
| Finance expenses | (2,427) | (2,424) | (2,965) | 541 | 18.2 |
| Profit (loss) before tax | (1,420) | (1,258) | 1,398 | (2,656) | - |
| Income tax expense | (434) | (491) | (311) | (180) | (57.9) |
| Profit (loss) for the year | (1,854) | (1,749) | 1,087 | (2,836) | - |
In accordance with IAS 1 (Presentation of Financial Statements), the following Statements of Comprehensive Income include the Profit (loss) for the year as shown in the Separate Income Statements and all non-owner changes in equity.
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Profit (loss) for the year (a) |
(1,854) | 1,087 |
| Other components of the Statements of Comprehensive Income | ||
| Other components that will not be reclassified subsequently to Separate Income Statements |
||
| Financial assets measured at fair value through other comprehensive income: |
||
| Profit (loss) from fair value adjustments | (4) | − |
| Income tax effect | − | − |
| (b) | (4) | − |
| Remeasurements of employee defined benefit plans (IAS 19): | ||
| Actuarial gains (losses) | 20 | 9 |
| Income tax effect | (5) | (2) |
| (c) | 15 | 7 |
| Share of other profits (losses) 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 Separate Income Statements (e=b+c+d) |
11 | 7 |
| Other components that will be reclassified subsequently to Separate Income Statements |
||
| Financial assets measured at fair value through other comprehensive income(*): |
||
| Profit (loss) from fair value adjustments | 11 | (33) |
| Loss (profit) transferred to the Separate Income Statements | − | − |
| Income tax effect | (3) | 9 |
| (f) | 8 | (24) |
| Hedging instruments: | ||
| Profit (loss) from fair value adjustments | 70 | (190) |
| Loss (profit) transferred to the Separate Income Statements | 10 | 393 |
| Income tax effect | (19) | (49) |
| (g) | 61 | 154 |
| Share of other profits (losses) of associates and joint ventures accounted for using the equity method: |
||
| Profit (loss) | ||
| − | − | |
| Loss (profit) transferred to the Separate Income Statements | − | − |
| Income tax effect | − | − |
| (h) | − | − |
| Total other components that will be reclassified subsequently to Separate Income Statements (i= f+g+h) |
69 | 130 |
| Total other components of the Statements of Comprehensive Income (k= e+i) |
80 | 137 |
(*) Including, for 2017, "available-for-sale financial assets".
| (millions of euros) | 12/31/2018 | 12/31/2017 | Change |
|---|---|---|---|
| (a) | (b) | (a-b) | |
| Assets | |||
| Non-current assets | |||
| Intangible assets | |||
| Goodwill | 24,341 | 27,027 | (2,686) |
| Intangible assets with a finite useful life | 6,339 | 4,249 | 2,090 |
| 30,680 | 31,276 | (596) | |
| Tangible assets | |||
| Property, plant and equipment owned | 10,782 | 10,871 | (89) |
| Assets held under finance leases | 1,694 | 2,072 | (378) |
| 12,476 | 12,943 | (467) | |
| Other non-current assets | |||
| Investments | 7,821 | 7,747 | 74 |
| Non-current financial assets | 1,642 | 1,611 | 31 |
| Miscellaneous receivables and other non-current assets | 1,704 | 1,752 | (48) |
| Deferred tax assets | 882 | 902 | (20) |
| 12,049 | 12,012 | 37 | |
| Total Non-current assets (a) |
55,205 | 56,231 | (1,026) |
| Current assets | |||
| Inventories | 262 | 178 | 84 |
| Trade and miscellaneous receivables and other current assets | 3,850 | 3,935 | (85) |
| Current income tax receivables | 166 | − | 166 |
| Current financial assets | |||
| Securities other than investments, financial receivables and | |||
| other current financial assets | 793 | 1,072 | (279) |
| Cash and cash equivalents | 885 | 771 | 114 |
| 1,678 | 1,843 | (165) | |
| Total Current assets (b) |
5,956 | 5,956 | − |
| Total Assets (a+b) |
61,161 | 62,187 | (1,026) |
| (millions of euros) | 12/31/2018 | 12/31/2017 | Change | |
|---|---|---|---|---|
| (a) | (b) | (a-b) | ||
| Equity and liabilities | ||||
| Equity | ||||
| Share capital issued | 11,677 | 11,677 | − | |
| less: Treasury shares | (21) | (21) | − | |
| Share capital | 11,656 | 11,656 | − | |
| Additional paid-in capital | 2,094 | 2,094 | − | |
| Other reserves and retained earnings (accumulated losses), including profit (loss) for the year |
4,388 | 6,319 | (1,931) | |
| Total Equity | (c) | 18,138 | 20,069 | (1,931) |
| Non-current liabilities | ||||
| Non-current financial liabilities | 24,777 | 28,467 | (3,690) | |
| Employee benefits | 1,503 | 1,661 | (158) | |
| Deferred tax liabilities | 3 | 2 | 1 | |
| Provisions | 579 | 595 | (16) | |
| Miscellaneous payables and other non-current liabilities | 3,006 | 1,291 | 1,715 | |
| Total Non-current liabilities | (d) | 29,868 | 32,016 | (2,148) |
| Current liabilities | ||||
| Current financial liabilities | 7,903 | 4,197 | 3,706 | |
| Trade and miscellaneous payables and other current liabilities | 5,238 | 5,850 | (612) | |
| Current income tax payables | 14 | 55 | (41) | |
| Total Current Liabilities | (e) | 13,155 | 10,102 | 3,053 |
| Total Liabilities | (f=d+e) | 43,023 | 42,118 | 905 |
| Total Equity and Liabilities | (c+f) | 61,161 | 62,187 | (1,026) |
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Cash flows from operating activities: | ||
| Profit (loss) for the year | (1,854) | 1,087 |
| Adjustments for: | ||
| Depreciation and amortization | 3,155 | 3,203 |
| Impairment losses (reversals) on non-current assets (including | ||
| investments) | 2,739 | 73 |
| Net change in deferred tax assets and liabilities | (14) | (168) |
| Losses (gains) realized on disposals of non-current assets (including investments) |
11 | 1 |
| Change in provisions for employee benefits | (194) | 439 |
| Change in inventories | (84) | (45) |
| Change in trade receivables and net amounts due from customers on construction contracts |
(65) | (16) |
| Change in trade payables | (174) | (538) |
| Net change in current income tax receivables/payables | (205) | (485) |
| Net change in miscellaneous receivables/payables and other assets/liabilities |
(434) | 99 |
| Cash flows from (used in) operating activities | (a) 2,881 |
3,650 |
| Cash flows from investing activities: | ||
| Purchase of intangible assets | (3,310) | (1,627) |
| Purchase of tangible assets | (1,791) | (2,522) |
| Total purchase of intangible and tangible assets on an accrual basis | (5,101) | (4,149) |
| Change in amounts due for purchases of intangible and tangible assets |
1,957 | 676 |
| Total purchase of intangible and tangible assets on a cash basis | (3,144) | (3,473) |
| Contributions for plants received | 108 | 82 |
| Cash arising from corporate actions | − | (243) |
| Acquisitions/disposals of other investments | (130) | (76) |
| Change in financial receivables and other financial assets (excluding hedging derivative and other derivative receivables) |
265 | (114) |
| Proceeds received from the sale of investments in subsidiaries | − | − |
| Proceeds from sale/repayment of intangible, tangible and other non-current assets |
24 | 47 |
| Cash flows from (used in) investing activities | (b) (2,877) |
(3,777) |
| Cash flows from financing activities: | ||
| Change in current financial liabilities and other | 682 | (317) |
| Proceeds from non-current financial liabilities (including current portion) |
2,723 | 3,243 |
| Repayments of non-current financial liabilities (including current portion) |
(3,534) | (3,595) |
| Changes in hedging and non-hedging derivatives | (224) | 199 |
| Share capital proceeds/reimbursements | − | − |
| Dividends paid | (166) | (166) |
| Cash flows from (used in) financing activities | (c) (519) |
(636) |
| Aggregate cash flows (d=a+b+c) |
(515) | (763) |
| Net cash and cash equivalents at beginning of the year | (e) 299 |
1,062 |
| Net cash and cash equivalents at end of the year (f=d+e) |
(216) | 299 |
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Income taxes (paid) received | (632) | (949) |
| Interest expense paid | (2,034) | (2,838) |
| Interest income received | 953 | 1,658 |
| Dividends received | 115 | 255 |
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Net cash and cash equivalents at beginning of the year: | ||
| Cash and cash equivalents | 771 | 1,230 |
| Bank overdrafts repayable on demand | (472) | (168) |
| 299 | 1,062 | |
| Net cash and cash equivalents at end of the year: | ||
| Cash and cash equivalents | 885 | 771 |
| Bank overdrafts repayable on demand | (1,101) | (472) |
| (216) | 299 |
The additional disclosures required by IAS 7 are provided in the Note "Net Financial Debt" in the Separate Financial Statements of TIM S.p.A. as at December 31, 2018.
| (millions of euros) | Profit (loss) for the year | Equity at 12/31 | ||
|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | |
| Equity and Profit (Loss) for the year of TIM S.p.A. |
(1,854) | 1,087 | 18,138 | 20,069 |
| Equity and Profit (Loss) for the year of consolidated companies, net of the share attributable to Non-controlling interests |
707 | 378 | 14,782 | 14,999 |
| Consolidation adjustments on the Equity and Profit (Loss) for the year attributable to Owners of the Parent: |
||||
| elimination of carrying amount of consolidated investments |
− | − | (28,051) | (28,287) |
| impairment losses of consolidated companies included in the results of parent companies |
59 | 32 | 12,659 | 12,675 |
| elimination of goodwill recognized in Parent financial statements |
2,686 | − | (24,341) | (27,027) |
| recognition of positive differences arising from purchase of investments, of which: |
||||
| - goodwill | (2,590) | − | 26,057 | 28,732 |
| - allocation of the purchase price to the net assets acquired and the liabilities assumed in the business combinations |
(2) | (3) | 27 | 29 |
| measurement of hedging derivatives at Group level |
2 | 27 | 488 | 553 |
| effect of elimination of carrying amount of Parent's shares held by Telecom Italia Finance |
− | − | (61) | (91) |
| intra-group dividends | (379) | (370) | − | − |
| other adjustments | (40) | (30) | (170) | (95) |
| Equity and Profit (Loss) for the year attributable to Owners of the Parent |
(1,411) | 1,121 | 19,528 | 21,557 |
| Equity and Profit (Loss) for the year attributable to Non-controlling interests |
259 | 166 | 2,219 | 2,226 |
| Equity and Profit (Loss) for the year in the Consolidated Financial Statements |
(1,152) | 1,287 | 21,747 | 23,783 |
The Ordinary Shareholders' meeting of TIM, held on May 4, 2018, appointed a new Board of 15 Directors for a three-year term of office (up to the approval of the financial statements at December 31, 2020). At its first meeting on May 7, 2018, the Board of Directors appointed Fulvio Conti as its Chairman, and Amos Genish as Chief Executive Officer of the Company.
At the Board of Directors' meeting held on July 24, 2018, the director Dante Roscini was appointed Lead Independent Director, tasked with supporting the chairman (an independent) in coordinating the board's work, and with the powers and responsibilities identified in the Borsa Italiana Corporate Governance Code.
The Board of Directors, in the meeting of November 13, 2018, withdrew the majority decision taken and with immediate effect revoked all powers granted to the Board Director Amos Genish; in compliance with the succession plan for executive directors adopted by TIM, the powers removed from the Board Director Amos Genish were temporarily assigned to the Chairman of the Board of Directors.
Subsequently, on November 18, 2018, the Board of Directors of TIM approved the recommendation of the Appointments and Remuneration Committee and appointed Luigi Gubitosi as Chief Executive Officer and General Manager, granting him executive powers.
With the decision passed by the majority, the assignment of powers was confirmed as follows:
The Board of Directors of the Company, at December 31, 2018, was therefore composed as follows:
| Chairman | Fulvio Conti (independent) |
|---|---|
| Chief Executive Officer and General Manager |
Luigi Gubitosi |
| Directors | Alfredo Altavilla (independent) Paola Bonomo (independent) Giuseppina Capaldo (independent) Maria Elena Cappello (independent) Massimo Ferrari (independent) Amos Genish Paola Giannotti de Ponti (independent) Marella Moretti (independent) Lucia Morselli (independent) Dante Roscini (Lead Independent Director) Arnaud Roy de Puyfontaine Rocco Sabelli (independent) Michele Valensise (independent) |
| Secretary to the Board | Agostino Nuzzolo |
The following board committees were in place at December 31, 2018:
The Ordinary Shareholders' Meeting of April 24, 2018 appointed the Company's Board of Statutory Auditors for a term of office that will end with the approval of the 2020 financial statements. The Board of Statutory Auditors of the Company is now composed as follows:
| Chairman | Roberto Capone |
|---|---|
| Acting Auditors | Giulia De Martino |
| Anna Doro | |
| Marco Fazzini | |
| Francesco Schiavone Panni | |
| Alternate Auditors | Andrea Balelli |
| Antonia Coppola | |
| Franco Dalla Sega | |
| Laura Fiordelisi |
The engagement for the independent auditing of the financial statements of TIM S.p.A. for the nine-year period 2010–2018 was awarded to PwC S.p.A. by the shareholders' meeting of April 29, 2010.
At the meeting of May 7, 2018, the Board of Directors confirmed Piergiorgio Peluso (Head of the Group Administration, Finance and Control Function) as the manager responsible for preparing the financial reports of TIM S.p.A..
Macro-Organization Chart at December 31, 2018

(1) In relation to business operations and assets of relevance for national security and defense (2) In relation to business operations and assets not relevant for national security and defense

(1) In relation to business operations and assets of relevance for national security and defense (2) In relation to business operations and assets not relevant for national security and defense
TIM Group Consolidated Financial Statements

| TIM GROUP 2018 CONSOLIDATED FINANCIAL STATEMENTS | |
|---|---|
| Position ____ Consolidated Statements of Financial |
112 |
| Statements_______ 114 Separate Consolidated Income |
|
| of ______ 115 Consolidated Statements |
|
| Income __________ 115 Comprehensive |
|
| Consolidated Statements of Changes in Equity ____ 116 |
|
| Flows ___ 117 Consolidated Statements of Cash |
|
| Note 1 Form, content and other general information _____ 119 | |
| Note 2 Accounting policies _____________ 121 | |
| Note 3 Scope of consolidation ___________ 145 | |
| Note 4 Goodwill __________ 147 | |
| Note 5 Intangible assets with a finite useful life _________ 151 | |
| Note 6 Tangible assets (owned and under finance leases) _______ 154 | |
| Note 7 Investments _____________ 158 | |
| Note 8 Financial assets (non‐current and current) ________ 160 | |
| Note 9 Miscellaneous receivables and other noncurrent assets _________ 162 | |
| Note 10 Income tax expense (current and deferred) ______ 164 | |
| Note 11 Inventories _____________ 168 | |
| Note 12 Trade and miscellaneous receivables and other current assets ___ 168 | |
| Note 13 Equity ___________ 172 | |
| Note 14 Financial liabilities (non‐current and current) __________ 176 | |
| Note 15 Net financial debt ________ 183 | |
| Note 16 Financial risk management _______ 186 | |
| Note 17 Derivatives _____________ 191 | |
| Note 18 Supplementary disclosures on financial instruments _____ 195 | |
| Note 19 Employee benefits _____________ 203 | |
| Note 20 Provisions ______________ 206 | |
| Note 21 Miscellaneous payables and other non‐current liabilities _______ 207 | |
| Note 22 Trade and miscellaneous payables and other current liabilities ________ 209 | |
| Note 23 Disputes and pending legal actions, other information, commitments and guarantees __ 212 | |
| Note 24 Revenues _________ 228 | |
| Note 25 Other operating income _________ 228 | |
| Note 26 Acquisition of goods and services ________ 229 | |
| Note 27 Employee benefits expenses ___________ 230 | |
| Note 28 Other operating expenses _______ 231 | |
| Note 29 Internally generated assets_______ 231 | |
| Note 30 Depreciation and amortization __________ 232 | |
| Note 31 Gains/(losses) on disposals of non‐current assets _______ 233 | |
| Note 32 Impairment reversals (losses) on non‐current assets _____ 234 | |
| Note 33 Other income (expenses) from investments _____ 234 | |
| Note 34 Finance income and expenses __________ 235 | |
| Note 35 Profit (loss) for the year _________ 237 | |
| Note 36 Earnings per share _____________ 238 | |
| Note 37 Segment reporting _____________ 241 | |
| Note 38 Related party transactions and direction and coordination activity _____ 244 | |
| Note 39 Equity compensation plans _______ 254 | |
| Note 40 Significant non‐recurring events and transactions _______ 259 | |
| Note 41 Positions or transactions resulting from atypical and/or unusual operations ____ 261 | |
| Note 42 Other information ________ 261 | |
| Note 43 Events subsequent to December 31, 2018 _______ 265 | |
| Note 44 List of companies of the TIM Group ______ 267 | |
Assets
| (millions of euros) | note 12/31/2018 | of which related parties |
12/31/2017 | of which related parties |
|||
|---|---|---|---|---|---|---|---|
| Non-current assets | |||||||
| Intangible assets | |||||||
| Goodwill | 4) | 26,769 | 29,462 | ||||
| Intangible assets with a finite useful life | 5) | 8,889 | 7,192 | ||||
| 35,658 | 36,654 | ||||||
| Tangible assets | 6) | ||||||
| Property, plant and equipment owned | 14,251 | 14,216 | |||||
| Assets held under finance leases | 1,895 | 2,331 | |||||
| 16,146 | 16,547 | ||||||
| Other non-current assets | |||||||
| Investments in associates and joint ventures | |||||||
| accounted for using the equity method | 7) | 16 | 17 | ||||
| Other investments | 7) | 49 | 51 | ||||
| Non-current financial assets | 8) | 1,594 | 1,768 | ||||
| Miscellaneous receivables and other non-current assets |
9) | 2,291 | 2,422 | ||||
| Deferred tax assets | 10) | 1,136 | 993 | ||||
| 5,086 | 5,251 | ||||||
| Total Non-current assets | (a) | 56,890 | 58,452 | ||||
| Current assets | |||||||
| Inventories | 11) | 389 | 290 | ||||
| Trade and miscellaneous receivables and other current assets |
12) | 4,706 | 22 | 4,959 | 36 | ||
| Current income tax receivables | 10) | 251 | 77 | ||||
| Current financial assets | 8) | ||||||
| Securities other than investments, financial | |||||||
| receivables and other current financial assets | 1,466 | − | 1,430 | 53 | |||
| Cash and cash equivalents | 1,917 | 3,575 | |||||
| 3,383 | − | 5,005 | 53 | ||||
| Current assets sub-total | 8,729 | 10,331 | |||||
| Discontinued operations/Non-current assets held for sale |
− | − | |||||
| Total Current assets | (b) | 8,729 | 10,331 | ||||
| Total Assets | (a+b) | 65,619 | 68,783 |
| (millions of euros) | note 12/31/2018 | of which related parties |
12/31/2017 | of which related parties |
|
|---|---|---|---|---|---|
| Equity | 13) | ||||
| Share capital issued | 11,677 | 11,677 | |||
| less: Treasury shares | (90) | (90) | |||
| Share capital | 11,587 | 11,587 | |||
| Additional paid-in capital | 2,094 | 2,094 | |||
| Other reserves and retained earnings (accumulated losses), including profit (loss) for the year |
5,847 | 7,876 | |||
| Equity attributable to Owners of the Parent | 19,528 | 21,557 | |||
| Non-controlling interests | 2,219 | 2,226 | |||
| Total Equity | (c) | 21,747 | 23,783 | ||
| Non-current liabilities | |||||
| Non-current financial liabilities | 14) | 25,059 | − | 28,108 | 100 |
| Employee benefits | 19) | 1,567 | 1,736 | ||
| Deferred tax liabilities | 10) | 192 | 265 | ||
| Provisions | 20) | 876 | 825 | ||
| Miscellaneous payables and other non-current liabilities |
21) | 3,297 | 1 | 1,678 | − |
| Total Non-current liabilities | (d) | 30,991 | 32,612 | ||
| Current liabilities | |||||
| Current financial liabilities | 14) | 5,913 | − | 4,756 | 163 |
| Trade and miscellaneous payables and other current liabilities |
22) | 6,901 | 73 | 7,520 | 60 |
| Current income tax payables | 10) | 67 | 112 | ||
| Current liabilities sub-total | 12,881 | 12,388 | |||
| Liabilities directly associated with Discontinued operations/Non-current assets held for sale |
− | − | |||
| Total Current Liabilities | (e) | 12,881 | 12,388 | ||
| Total Liabilities | (f=d+e) | 43,872 | 45,000 | ||
| Total Equity and Liabilities | (c+f) | 65,619 | 68,783 |
| (millions of euros) | note | Year 2018 |
of which: with |
Year 2017 |
of which: with |
|---|---|---|---|---|---|
| related parties |
related parties |
||||
| Revenues | 18,940 | 5 | 19,828 | 118 | |
| Other income | 25) | 341 | − | 523 | 8 |
| Total operating revenues and other income | 19,281 | 20,351 | |||
| Acquisition of goods and services | 26) | (8,186) | (162) | (8,388) | (192) |
| Employee benefits expenses | 27) | (3,105) | (92) | (3,626) | (112) |
| Other operating expenses | 28) | (1,259) | (1,208) | ||
| Change in inventories | 102 | 35 | |||
| Internally generated assets | 29) | 570 | 626 | ||
| Operating profit before depreciation and amortization, capital gains (losses) and impairment reversals (losses) on non-current assets (EBITDA) |
7,403 | 7,790 | |||
| of which: impact of non-recurring items | 40) | (408) | (883) | ||
| Depreciation and amortization | 30) | (4,255) | (4,473) | ||
| Gains/(losses) on disposals of non-current assets | 31) | (1) | 11 | ||
| Impairment reversals (losses) on non-current assets | 32) | (2,586) | (37) | ||
| Operating profit (loss) (EBIT) | 561 | 3,291 | |||
| of which: impact of non-recurring items | 40) | (2,998) | (913) | ||
| Share of profits (losses) of associates and joint ventures accounted for using the equity method |
7) | (1) | (1) | ||
| Other income (expenses) from investments | 33) | 11 | (18) | ||
| Finance income | 34) | 1,056 | 8 | 1,808 | 45 |
| Finance expenses | 34) | (2,404) | (9) | (3,303) | (49) |
| Profit (loss) before tax from continuing operations | (777) | 1,777 | |||
| of which: impact of non-recurring items | 40) | (2,991) | (939) | ||
| Income tax expense | 10) | (375) | (490) | ||
| Profit (loss) from continuing operations | (1,152) | 1,287 | |||
| Profit (loss) from Discontinued operations/Non current assets held for sale |
− | − | |||
| Profit (loss) for the year | 35) | (1,152) | 1,287 | ||
| of which: impact of non-recurring items | 40) | (2,920) | (714) | ||
| Attributable to: | |||||
| Owners of the Parent | (1,411) | 1,121 | |||
| Non-controlling interests | 259 | 166 | |||
| (euros) | Year | Year | |||
| 2018 | 2017 | ||||
| Earnings per share: | 36) | ||||
| Basic earnings per share | |||||
| Ordinary Share | (0.07) | 0.05 | |||
| Savings Share | (0.07) | 0.06 | |||
| of which: | |||||
| from Continuing operations attributable to Owners of the Parent | |||||
| Ordinary Share | (0.07) | 0.05 | |||
| Savings Share | (0.07) | 0.06 | |||
| Diluted earnings per share | |||||
| Ordinary Share | (0.06) | 0.05 | |||
| Savings Share | (0.06) | 0.06 | |||
| of which: | |||||
| from Continuing operations attributable to Owners of the Parent | |||||
| Ordinary Share | (0.06) | 0.05 | |||
| Savings Share | (0.06) | 0.06 |
Note 13
| (millions of euros) | Year | Year | |
|---|---|---|---|
| 2018 | 2017 | ||
| Profit (loss) for the year | (a) | (1,152) | 1,287 |
| 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 | (5) | − | |
| Income tax effect | − | − | |
| (b) | (5) | − | |
| Remeasurements of employee defined benefit plans (IAS 19): | |||
| Actuarial gains (losses) | 19 | 10 | |
| Income tax effect | (5) | (1) | |
| (c) | 14 | 9 | |
| 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 Separate Consolidated Income Statement |
(e=b+c+d) | 9 | 9 |
| Other components that subsequently will be reclassified in the Separate Consolidated Income Statements |
|||
| Financial assets measured at fair value through other comprehensive income(*): |
|||
| Profit (loss) from fair value adjustments | (14) | 63 | |
| Loss (profit) transferred to the Separate Consolidated Income Statement | (4) | (62) | |
| Income tax effect | 2 | 2 | |
| (f) | (16) | 3 | |
| Hedging instruments: | |||
| Profit (loss) from fair value adjustments | 362 | (854) | |
| Loss (profit) transferred to the Separate Consolidated Income Statement | (336) | 826 | |
| Income tax effect | (7) | (3) | |
| (g) | 19 | (31) | |
| Exchange differences on translating foreign operations: | |||
| Profit (loss) on translating foreign operations | (554) | (830) | |
| Loss (profit) on translating foreign operations transferred to the Separate Consolidated Income Statement |
− | 19 | |
| Income tax effect | − | − | |
| (h) | (554) | (811) | |
| Share of other comprehensive income (loss) of associates and joint ventures accounted for using the equity method: |
|||
| Profit (loss) | − | − | |
| Loss (profit) transferred to the 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) | (551) | (839) |
| Total other components of the Consolidated Statement of Comprehensive Income |
(m=e+k) | (542) | (830) |
| Total comprehensive income (loss) for the year | (a+m) | (1,694) | 457 |
| Attributable to: | |||
| Owners of the Parent | (1,784) | 527 | |
| Non-controlling interests | 90 | (70) |
(*) Including, for 2017, "available-for-sale financial assets".
| Equity attributable to Owners of the Parent | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of euros) | Share capital |
Additional paid-in capital |
Reserve for available for-sale financial assets |
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 year |
Total | Non controlling interests |
Total equity |
| Balance at December 31, 2016 |
11,587 | 2,094 | 39 | (551) | (366) | (113) | − | 8,517 | 21,207 | 2,346 | 23,553 |
| Changes in equity during the year: |
|||||||||||
| Dividends approved | (166) | (166) | (64) | (230) | |||||||
| Total comprehensive income (loss) for the year |
3 | (31) | (575) | 9 | 1,121 | 527 | (70) | 457 | |||
| Issue of equity instruments | (6) | (6) | (6) | ||||||||
| Other changes | (14) | 9 | (5) | 14 | 9 | ||||||
| Balance at December 31, 2017 |
11,587 | 2,094 | 42 | (582) | (955) | (104) | − | 9,475 | 21,557 | 2,226 | 23,783 |
| Equity attributable to Owners of the Parent | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of 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 year |
Total | Non controlling interests |
Total equity |
| Balance at December 31, 2017 |
11,587 | 2,094 | 42 | (582) | (955) | (104) | − | 9,475 21,557 | 2,226 | 23,783 | |
| Adoption of IFRS 15 and IFRS 9 | 9 | − | (92) | (83) | (5) | (88) | |||||
| Adjusted Balance at December 31, 2017 |
11,587 | 2,094 | 51 | (582) | (955) | (104) | − | 9,383 21,474 | 2,221 | 23,695 | |
| Changes in equity during the year: |
|||||||||||
| Dividends approved | (166) | (166) | (115) | (281) | |||||||
| Total comprehensive income (loss) for the year |
(21) | 19 | (385) | 14 | (1,411) (1,784) | 90 | (1,694) | ||||
| Issue of equity instruments | 2 | 2 | 2 | ||||||||
| Other changes | 2 | 2 | 23 | 25 | |||||||
| Balance at December 31, 2018 |
11,587 | 2,094 | 30 | (563) | (1,340) | (90) | − | 7,810 19,528 | 2,219 | 21,747 |
(*) The balance at December 31, 2017 includes the "Reserve for available-for-sale financial assets".
| (millions of euros) | note Year 2018 |
Year 2017 |
|---|---|---|
| Cash flows from operating activities: | ||
| Profit (loss) from continuing operations | (1,152) | 1,287 |
| Adjustments for: | ||
| Depreciation and amortization | 4,255 | 4,473 |
| Impairment losses (reversals) on non-current assets (including investments) | 2,589 | 50 |
| Net change in deferred tax assets and liabilities | (195) | (147) |
| Losses (gains) realized on disposals of non-current assets (including investments) | 1 | (11) |
| Share of losses (profits) of associates and joint ventures accounted for using the equity method |
1 | 1 |
| Change in provision for employee benefits | (208) | 437 |
| Change in inventories | (99) | (30) |
| Change in trade receivables and net amounts due from customers on construction contracts |
(49) | 379 |
| Change in trade payables | (163) | (605) |
| Net change in current income tax receivables/payables | (210) | (515) |
| Net change in miscellaneous receivables/payables and other assets/liabilities | (178) | 80 |
| Cash flows from (used in) operating activities (a) |
4,592 | 5,399 |
| Cash flows from investing activities: | ||
| Purchase of intangible assets | 5) (3,647) |
(2,292) |
| Purchase of tangible assets | 6) (2,831) |
(3,477) |
| Total purchase of intangible and tangible assets on an accrual basis (*) | (6,478) | (5,769) |
| Change in amounts due for purchases of intangible and tangible assets | 1,947 | 455 |
| Total purchase of intangible and tangible assets on a cash basis | (4,531) | (5,314) |
| Capital grants received | 108 | 82 |
| Acquisition of control of companies or other businesses, net of cash acquired | − | − |
| Acquisitions/disposals of other investments | (3) | (4) |
| Change in financial receivables and other financial assets (excluding hedging and non | ||
| hedging derivatives under financial assets) | 96 | 466 |
| Proceeds from sale that result in a loss of control of subsidiaries or other businesses, net of cash disposed of |
− | − |
| Proceeds from sale/repayment of intangible, tangible and other non-current assets | 16 | 30 |
| Cash flows from (used in) investing activities (b) |
(4,314) | (4,740) |
| Cash flows from financing activities: | ||
| Change in current financial liabilities and other | 394 | (1,188) |
| Proceeds from non-current financial liabilities (including current portion) | 2,546 | 2,630 |
| Repayments of non-current financial liabilities (including current portion) | (4,426) | (3,426) |
| Changes in hedging and non-hedging derivatives | (110) | 997 |
| Share capital proceeds/reimbursements (including subsidiaries) | 22 | 16 |
| Dividends paid | (256) | (235) |
| Changes in ownership interests in consolidated subsidiaries | − | (4) |
| Cash flows from (used in) financing activities (c) |
(1,830) | (1,210) |
| Cash flows from (used in) Discontinued operations/Non-current assets held for sale (d) |
− | − |
| Aggregate cash flows (e=a+b+c+d) |
(1,552) | (551) |
| Net cash and cash equivalents at beginning of the year: (f) |
3,246 | 3,952 |
| Net foreign exchange differences on net cash and cash equivalents (g) |
(63) | (155) |
| Net cash and cash equivalents at end of the year: (h=e+f+g) |
1,631 | 3,246 |
| (*) of which related parties: | ||
| Total purchase of intangible and tangible assets on an accrual basis | 3 | 135 |
| (millions of euros) | Year 2018 |
Year 2017 |
|---|---|---|
| Income taxes (paid) received | (739) | (1,100) |
| Interest expense paid | (1,978) | (2,899) |
| Interest income received | 871 | 1,636 |
| Dividends received | 2 | 1 |
| (millions of euros) | Year | Year |
|---|---|---|
| 2018 | 2017 | |
| Net cash and cash equivalents at beginning of the year: | ||
| Cash and cash equivalents – from continuing operations | 3,575 | 3,964 |
| Bank overdrafts repayable on demand – from continuing operations | (329) | (12) |
| 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 |
− | − |
| 3,246 | 3,952 | |
| Net cash and cash equivalents at end of the year: | ||
| Cash and cash equivalents – from continuing operations | 1,917 | 3,575 |
| Bank overdrafts repayable on demand – from continuing operations | (286) | (329) |
| 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 |
− | − |
| 1,631 | 3,246 |
The additional disclosures required by IAS 7 are provided in the Note "Net financial debt" to these consolidated financial statements.
Telecom Italia S.p.A. (the "Parent"), also known in short as "TIM S.p.A.", and its subsidiaries form the "TIM Group" or the "Group".
TIM is a joint-stock company (S.p.A.) organized under the laws of the Republic of Italy.
The registered offices of the Parent, TIM, are located in Milan, Italy at Via Gaetano Negri 1.
The duration of TIM S.p.A., as stated in the company's bylaws, extends until December 31, 2100.
On May 16, 2018, the Board of Directors of TIM S.p.A. acknowledged that the grounds for considering Vivendi the entity exercising direction and coordination powers over TIM no longer applied. Subsequently, on June 25, 2018, the Board of Directors approved amendments to the internal procedure governing transactions with related parties, and updated the relative related party boundary to reflect the new situation, whereby Vivendi no longer qualifies as the de facto controlling entity over TIM.
The TIM Group operates mainly in Europe, the Mediterranean Basin and South America.
The Group is engaged principally in the communications sector and, particularly, the fixed and mobile national and international telecommunications sector.
The TIM Group Consolidated Financial Statements at December 31, 2018 have been prepared on a going concern basis (further details are provided in the Note "Accounting Policies") and in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board and endorsed by the European Union (designated as "IFRS"), as well as laws and regulations in force in Italy.
Furthermore, during 2018, the Group applied accounting policies consistent with those applied for the previous year, except for the new accounting standards adopted as of January 1, 2018, the impact of which is illustrated in the section "Adoption of the new IFRS 9 and IFRS 15 standards", to which readers are referred for more details.
The consolidated financial statements have been prepared under the historical cost convention except for financial assets measured at fair value through other comprehensive income, financial assets measured at fair value through profit or loss and derivative financial instruments which have been measured at fair value. The carrying amounts of hedged assets and liabilities have been adjusted to reflect the changes in fair value of the hedged risks (fair value hedge).
In accordance with IAS 1 (Presentation of Financial Statements) comparative information included in the consolidated financial statements is, unless otherwise indicated, that of the preceding years.
The TIM Group consolidated financial statements as at December 31, 2018 are expressed in euro (rounded to the nearest million unless otherwise indicated).
Publication of the TIM Group consolidated financial statements for the year ended December 31, 2018 was approved by resolution of the Board of Directors' meeting held on February 21, 2019.
The financial statement formats adopted are consistent with those indicated in IAS 1. In particular:
In addition to EBIT or Operating profit (loss), the separate consolidated income statements include the alternative performance measure of EBITDA or Operating profit (loss) before depreciation and amortization, Capital gains (losses) and Impairment reversals (losses) on non-current assets.
In particular, besides EBIT, EBITDA is used by TIM as the financial target in internal presentations (business plans) and in external presentations (to analysts and investors). It represents a useful unit of measurement for the evaluation of the operating performance of the Group (as a whole and at the Business Unit level). EBIT and EBITDA are calculated as follows:
+/- Share of profits (losses) of associates and joint ventures accounted for using the equity method
EBITDA – Operating profit before depreciation and amortization, capital gains (losses) and impairment reversals (losses) on non-current assets
Furthermore, as required by Consob Resolution 15519 of July 27, 2006, in the separate consolidated income statements, income and expenses relating to transactions which by nature do not occur during normal operation (non-recurring transactions) have been specifically identified and their impacts on the main intermediate levels have been shown separately, when they are significant. Specifically, non-recurring income/(expenses) include, for instance: income/expenses arising from the sale of properties, plant and equipment, business segments and investments; expenses stemming from company reorganization and streamlining processes and projects, also in connection with corporate transactions (mergers, spin-offs, etc.); expenses resulting from litigation and regulatory fines and related liabilities; other provisions and related reversals; costs for the settlement of disputes; items related to adjustments relating to previous years; and impairment losses on goodwill and/or other intangible and tangible assets.
Also in reference to the above Consob Resolution, the amounts relating to balances or transactions with related parties have been shown separately in the consolidated financial statements.
An operating segment is a component of an entity:
In particular, the operating segments of the TIM Group are organized according to geographic location (Domestic and Brazil) for the telecommunications business.
The term "operating segment" is considered synonymous with "Business Unit".
The operating segments of the TIM Group are as follows:
The consolidated financial statements for 2018 have been prepared on a going concern basis as there is the reasonable expectation that TIM will continue its operational activities in the foreseeable future (and in any event over a period of at least twelve months).
In particular, the following factors have been taken into consideration:
Based on these factors, the Management believes that, at the present time, there are no elements of uncertainty regarding the Group's ability to continue as a going concern.
The consolidated financial statements include the financial statements of all subsidiaries from the date control over such subsidiaries commences until the date that control ceases.
The date of all the subsidiaries' financial statements coincides with that of the Parent TIM.
Control exists when the Parent TIM S.p.A. has all the following:
TIM assesses whether it controls an investee if facts and circumstances indicate that there are changes in one or more of the three control elements.
In the preparation of the consolidated financial statements, assets, liabilities, revenues and expenses of the consolidated companies are consolidated on a line-by-line basis and non-controlling interests in equity and in the profit (loss) for the year are disclosed separately under appropriate items, respectively, in the consolidated statements of financial position, in the separate consolidated income statements and in the consolidated statements of comprehensive income.
Under IFRS 10 (Consolidated financial statements), the total comprehensive loss (including the profit or loss for the year) is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
All intragroup balances and transactions and any gains and losses arising from intragroup transactions are eliminated in consolidation.
The carrying amount of the investment in each subsidiary is eliminated against the corresponding share of equity in each subsidiary, after adjustment, if any, to fair value at the acquisition date of control. At that date, goodwill is recorded as an intangible asset, as described below, whereas any gain from a bargain purchase or negative goodwill is recognized in the separate consolidated income statements.
Assets and liabilities of foreign consolidated subsidiaries expressed in currencies other than euro are translated using the exchange rates in effect at the statement of financial position date (the current method); income and expenses are translated at the average exchange rates for the year. Exchange differences resulting from the application of this method are classified as equity until the entire disposal of the investment or upon loss of control of the foreign subsidiary. Upon partial disposal, without losing control, the proportionate share of the cumulative amount of exchange differences related to the disposed interest is recognized in non-controlling interests. The cash flows of foreign consolidated subsidiaries expressed in currencies other than euro included in the consolidated statements of cash flows are translated into euro at the average exchange rates for the year. Goodwill and fair value adjustments arising from the allocation of the purchase price of a foreign entity are recorded in the relevant foreign currency and are translated using the year-end exchange rate.
Under IFRS 10, changes in a parent's ownership interest in a subsidiary that do not result in a loss or acquisition of control are accounted for as equity transactions. In such circumstances the carrying amounts of the controlling and non-controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received shall be recognized directly in equity and attributed to the owners of the Parent.
Under IFRS 10, the parent company in case of loss of control of a subsidiary: derecognizes:
In the consolidated financial statements, investments in associates and joint ventures are accounted for using the equity method, as provided, respectively, by IAS 28 (Investments in Associates and Joint Ventures) and IFRS 11 (Joint Arrangements).
Associates are enterprises in which the Group holds at least 20% of the voting rights or exercises significant influence, but no control or joint control over the financial and operating policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement.
Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.
Associates and joint ventures are included in the consolidated financial statements from the date that significant influence or joint control commences until the date such significant influence or joint control ceases.
Under the equity method, on initial recognition the investment in an associate or a joint venture is recognized at cost, and the carrying amount is increased or decreased to recognize the investor's share of the profit or loss of the investee after the date of acquisition. The investor's share of the investee's profit or loss is recognized in the investor's income statements. Dividends received from an investee reduce the carrying amount of the investment.
Adjustments to the carrying amount may also be necessary for changes in the investee's other comprehensive income (i.e. those arising from foreign exchange translation differences). The investor's share of those changes is recognized in the investor's other comprehensive income.
If an investor's share of losses of an associate or a joint venture equals or exceeds its interest in the associate or joint venture, the investor discontinues recognizing its share of further losses. After the investor's interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the investor has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. If the associate or joint venture subsequently reports profits, the investor resumes recognizing its share of those profits only after its share of the profits equals the share of losses not recognized.
Gains and losses resulting from "upstream" and "downstream" transactions between an investor (including its consolidated subsidiaries) and its associate or joint venture are recognized in the investor's financial statements only to the extent of unrelated investors' interests in the associate or joint venture.
Gains and losses arising from transactions with associates or joint ventures are eliminated to the extent of the Group's interest in those entities.
Under IFRS 3 (Business Combinations), goodwill is recognized in the separate financial statements as of the date of acquisition of control and measured as the excess of (a) over (b) below:
IFRS 3 requires, inter alia, the following:
Goodwill is classified in the statement of financial position as an intangible asset with an indefinite useful life. Goodwill initially recorded is subsequently reduced only for impairment losses. Further details are provided in the accounting policy Impairment of intangible and tangible assets - Goodwill, reported below. In case of loss of control of a subsidiary, the relative amount of goodwill is taken into account in calculating the gain or loss on disposal.
Costs incurred internally for the development of new products and services represent either intangible assets (mainly costs for software development) or tangible assets. These costs are capitalized only when all the following conditions are satisfied: i) the cost attributable to the development phase of the asset can be measured reliably, ii) there is the intention, the availability of financial resources and the technical ability to complete the asset and make it available for use or sale and iii) it can be demonstrated that the asset will be able to generate future economic benefits. Capitalized development costs comprise only expenditures that can be attributed directly to the development process for new products and services.
Capitalized development costs are amortized systematically over the estimated product or service life so that the amortization method reflects the way which the asset's future economic benefits are expected to be consumed by the entity.
Other purchased or internally-generated intangible assets with a finite useful life are recognized as assets, in accordance with IAS 38 (Intangible Assets), where it is probable that the use of the asset will generate future economic benefits and where the cost of the asset can be measured reliably.
Such assets are recorded at purchase or production cost and amortized on a straight-line basis over their estimated useful lives; the amortization rates are reviewed annually and revised if the current estimated useful life is different from that estimated previously. The effect of such changes is recognized prospectively in the separate consolidated income statements.
Property, plant and equipment owned is stated at acquisition or production cost. Subsequent expenditures are capitalized only if they increase the future economic benefits embodied in the related item of property, plant and equipment. All other expenditures are expensed as incurred.
Cost also includes the expected costs of dismantling the asset and restoring the site if a legal or constructive obligation exists. The corresponding liability is recognized at its present value as a provision in the statement of financial position. These capitalized costs are depreciated and charged to the separate consolidated income statements over the useful life of the related tangible assets.
The recalculation of estimates for dismantling costs, discount rates and the dates in which such costs are expected to be incurred is reviewed annually, at each financial year-end. Changes in the above liability must be recognized as an increase or decrease of the cost of the relative asset; the amount deducted from the cost of the asset must not exceed its carrying amount. The excess if any, should be recorded immediately in the separate consolidated income statements, conventionally under the line item "Depreciation".
Depreciation of property, plant and equipment owned is calculated on a straight-line basis over the estimated useful life of the assets.
The depreciation rates are reviewed annually and revised if the current estimated useful life is different from that estimated previously. The effect of such changes is recognized prospectively in the separate consolidated income statements.
Land, including land pertaining to buildings, is not depreciated.
Assets held under finance leases, in which substantially all the risks and rewards of ownership are transferred to the Group, are initially recognized as assets of the Group at fair value or, if lower, at the present value of the minimum lease payments, including bargain purchase options. The corresponding liability due to the lessor is included in the statement of financial position under financial liabilities.
Lease payments are apportioned between interest (recognized in the separate consolidated income statements) and principal (recognized as a deduction from liabilities). This split is determined so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Furthermore, gains realized on sale and leaseback transactions that are recorded under finance lease contracts are deferred over the lease term.
The depreciation policy for depreciable assets held under finance leases is consistent with that for depreciable assets that are owned. If there is no reasonable certainty over the acquisition of the ownership of the asset at the end of the lease period, assets held under finance leases are depreciated over the shorter of the lease term and their useful lives.
Leases where the lessor retains substantially all the risks and rewards of ownership of the assets are accounted for as operating leases. Operating lease rentals are charged to the separate consolidated income statements on a straight-line basis over the lease term.
When a lease includes both land and buildings elements, an entity assesses the classification of each element as a finance or an operating lease separately.
Under IAS 23 (Borrowing Costs), the Group capitalizes borrowing costs only if they are directly attributable to the acquisition, construction or production of an asset that takes a substantial period of time (conventionally more than 12 months) to get ready for its intended use or sale.
Capitalized borrowing costs are recorded in the separate consolidated income statements and deducted directly from the "finance expense" line item to which they relate.
Goodwill is tested for impairment at least annually or more frequently whenever events or changes in circumstances indicate that goodwill may be impaired, as set forth in IAS 36 (Impairment of Assets); however, when the conditions that gave rise to an impairment loss no longer exist, the original amount of goodwill is not reinstated.
The test is generally conducted at the end of every year so the date of testing is the year-end closing date of the financial statements. Goodwill acquired and allocated during the year is tested for impairment at the end of the year in which the acquisition and allocation took place.
To test for impairment, goodwill is allocated at the date of acquisition to each cash-generating unit or group of cash-generating units which is expected to benefit from the acquisition.
If the carrying amount of the cash-generating unit (or group of cash-generating units) exceeds the recoverable amount, an impairment loss is recognized in the separate consolidated income statements. The impairment loss is first recognized as a deduction of the carrying amount of goodwill allocated to the cash-generating unit (or group of cash-generating units) and then only applied to the other assets of the cash-generating unit in proportion to their carrying amount, up to the recoverable amount of the assets with a finite useful life. The recoverable amount of a cash-generating unit (or group of cash-generating units) to which goodwill is allocated is the higher of fair value less costs to sell and its value in use.
In calculating the value in use, the estimated future cash flows are discounted to present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The future cash flows are those arising from an explicit time horizon between three and five years as well as those extrapolated to estimate the terminal value. The long-term growth rate used to estimate the terminal value of the cash-generating unit (or group of cash-generating units) is assumed not to be higher than the average longterm growth rate of the segment, country or market in which the cash-generating unit (or group of cashgenerating units) operates.
The value in use of cash-generating units denominated in foreign currency is estimated in the local currency by discounting cash flows to present value on the basis of an appropriate rate for that currency. The present value obtained is translated to euro at the spot rate on the date of the impairment test (in the case of the TIM Group, the date of the financial statements).
Future cash flows are estimated by referring to the current operating conditions of the cash-generating unit (or group of cash-generating units) and, therefore, do not include either benefits originating from future restructuring for which the entity is not yet committed, or future investments for the improvement or optimization of the cash-generating unit.
For the purpose of calculating impairment, the carrying amount of the cash-generating unit is established based on the same criteria used to determine the recoverable amount of the cash-generating unit, excluding surplus assets (that is, financial assets, deferred tax assets and net non-current assets held for sale) and includes the goodwill attributable to non-controlling interests.
After conducting the goodwill impairment test for the cash-generating unit (or groups of cash-generating units), a second level of impairment testing is carried out which includes the corporate assets which do not generate positive cash flows and which cannot be allocated by a reasonable and consistent criterion to the single units. At this second level, the total recoverable amount of all cash-generating units (or groups of cash-generating units) is compared to the carrying amount of all cash-generating units (or groups of cash-generating units), including also those cash-generating units to which no goodwill was allocated, and the corporate assets.
At every closing date, the Group assesses whether there are any indications of impairment of intangible and tangible assets with a finite useful life. Both internal and external sources of information are used for this purpose. Internal sources include obsolescence or physical damage, and significant changes in the use of the asset and the economic performance of the asset compared to estimated performance. External sources include the market value of the asset, changes in technology, markets or laws, trend in market interest rates and the cost of capital used to evaluate investments, and an excess of the carrying amount of the net assets of the Group over market capitalization.
When indicators of impairment exist, the carrying amount of the assets is reduced to the recoverable amount. The recoverable amount of an asset is the higher of fair value less costs to sell and its value in use. In calculating the value in use, the estimated future cash flows are discounted to present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Impairment losses are recognized in the separate consolidated income statements.
When the conditions that gave rise to an impairment loss no longer exist, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, up to the carrying amount that would have been recorded had no impairment loss been recognized. The reversal of an impairment loss is recognized as income in the separate consolidated income statements.
The business models for financial assets management (other than trade receivables due from customers) have been defined on the basis of how the financial instruments are managed and their cash flows used; this is done to ensure an adequate level of financial flexibility and to best manage, in terms of risks and returns, the financial resources immediately available through the treasuries of Group companies and in accordance with the strategies set forth by the Parent TIM.
In accordance with IFRS 9, the business models adopted by the TIM Group are:
Other investments (other than those in subsidiaries, associates and joint ventures) are classified as non-current or current assets if they will be kept in the Group's portfolio for a period of more or not more than 12 months, respectively.
Other investments are classified as "financial assets measured at fair value through consolidated profit or loss" (FVTPL), as current assets.
At the purchase time of each investment, IFRS 9 provides for the irrevocable option to recognize these investments in "financial assets measured at fair value through other consolidated comprehensive income" (FVTOCI) as non-current or current assets.
The other investments classified as "financial assets measured at fair value through other comprehensive income" are measured at fair value; changes in the fair value of these investments are recognized in a special equity reserve under the other components of the statements of comprehensive income (Reserve for financial assets measured at fair value through other comprehensive income), without reclassification to the separate income statement when the financial asset is disposed of or impaired. Dividends, on the other hand, are recognized in the separate consolidated income statements.
Changes in the value of other investments classified as "financial assets at fair value through profit or loss" are recognized directly in the separate consolidated income statements.
Securities other than investments included among non-current or current assets, depending on the business model adopted and the contractual flows envisaged, fall among financial assets measured at amortized cost, or measured at fair value through other comprehensive income or at fair value though profit or loss.
Securities other than investments classified as current assets are those that, by decision of the directors, are intended to be kept in the Group's portfolio for a period of not more than 12 months, and are classified:
Cash and cash equivalents are recorded, according to their nature, at nominal value or amortized cost. Cash equivalents are short-term and highly liquid investments that are readily convertible to known amounts of cash, subject to an insignificant risk of change in value and their original maturity or the remaining maturity at the date of purchase does not exceed 3 months.
At every closing date, assessments are made as to whether there is any objective evidence that a financial asset or a group of financial assets may be impaired.
The impairment of financial assets is based on the expected credit loss model.
In particular:
As allowed by 'IFRS 9, the TIM Group decided to continue to apply the hedge accounting provisions contained in IAS 39 instead of those of IFRS 9.
Derivatives are used by the TIM Group to manage its exposure to exchange rate and interest rate risks and to diversify the parameters of debt so that costs and volatility can be reduced to within pre-established operational limits.
In accordance with IAS 39, derivative financial instruments qualify for hedge accounting only when:
All derivative financial instruments are measured at fair value in accordance with IAS 39. When derivative financial instruments qualify for hedge accounting, the following accounting treatment applies:
Fair value hedge – Where a derivative financial instrument is designated as a hedge of the exposure to changes in fair value of an asset or liability due to a particular risk, the gain or loss from re-measuring the hedging instrument at fair value is recognized in the separate consolidated income statements. The gain or loss on the hedged item attributable to the hedged risk adjusts the carrying amount of the hedged item and is recognized in the separate consolidated income statements.
Cash flow hedge – Where a derivative financial instrument is designated as a hedge of the exposure to variability in cash flows of an asset or liability or a highly probable expected transaction, the effective portion of any gain or loss on the derivative financial instrument is recognized directly in a specific equity reserve (Reserve for cash flow hedges). The cumulative gain or loss is removed from equity and recognized in the separate consolidated income statements at the same time the hedged transaction affects the separate consolidated income statements. The gain or loss associated with the ineffective portion of a hedge is recognized in the separate consolidated income statements immediately. If the hedged transaction is no longer probable, the cumulative gains or losses included in the equity reserve are immediately recognized in the separate consolidated income statements.
If hedge accounting is not appropriate, gains or losses arising from the measurement at fair value of derivative financial instruments are directly recognized in the separate consolidated income statements.
Financial liabilities comprise financial payables, including advances received on the assignment of accounts receivable, and other financial liabilities such as derivatives and finance lease obligations.
In accordance with IFRS 9, they also include trade and other payables.
Financial liabilities other than derivatives are initially recognized at fair value and subsequently measured at amortized cost.
Financial liabilities hedged by derivative instruments designed to manage exposure to changes in fair value of the liabilities (fair value hedge derivatives) are measured at fair value in accordance with the hedge accounting principles of IAS 39. Gains and losses arising from re-measurement at fair value, to the extent of the hedged component, are recognized in the separate consolidated income statements and are offset by the effective portion of the gain or loss arising from re-measurement at fair value of the hedging instrument.
Financial liabilities hedged by derivative instruments designed to manage exposure to variability in cash flows (cash flow hedge derivatives) are measured at amortized cost in accordance with the hedge accounting principles of IAS 39.
The TIM Group carries out sales of receivables under factoring contracts. These sales, in the majority of cases, are characterized by the transfer of substantially all the risks and rewards of ownership of the receivables to third parties, therefore meeting the requirements of IFRS 9 for derecognition. Specific servicing contracts, through which the buyer confers a mandate to TIM S.p.A. for the collection and management of the receivables, leave the current Company/customer relationship unaffected.
Amounts due from customers on construction contracts, regardless of the duration of the contracts, are recognized in accordance with the percentage of completion method and classified under current assets.
Inventories are measured at the lower of purchase and production cost and estimated realizable value; cost is determined on a weighted average basis. Provision is made for obsolete and slow-moving inventories based on their expected future use and estimated realizable value.
Non-current assets held for sale or disposal groups whose carrying amount will mainly be recovered through sale, rather than through ongoing use, are classified as held for sale and shown separately from other assets and liabilities in the consolidated statements of financial position. The corresponding amounts for the previous year are not reclassified in the consolidated statements of financial position but are instead shown separately
in a specific column in the changes in assets and liabilities in the year in which the non-current assets held for sale or the disposal groups are classified as such.
An operating asset sold (Discontinued Operations) is a component of an entity that has been disposed of or classified as held for sale and:
The results arising from Discontinued Operations – whether disposed of or classified as held for sale – are shown separately in the separate consolidated income statements, net of tax effects. The corresponding values for the previous periods, where present, are reclassified and reported separately in the separate consolidated income statements, net of tax effects, for comparative purposes.
Non-current assets held for sale or disposal groups classified as held for sale are first recognized in compliance with the appropriate IFRS applicable to the specific assets and liabilities and subsequently measured at the lower of the carrying amount and fair value, less costs to sell.
Any subsequent impairment losses are recognized as a direct adjustment to the non-current assets (or disposal groups) classified as held for sale and expensed in the separate consolidated income statements.
An entity shall recognize a gain for any subsequent increase in fair value less costs to sell of an asset, but not in excess of the cumulative impairment loss that has been recognized.
As required by IFRS 5 (Non-current assets held for sale and discontinued operations), an entity shall not depreciate (or amortize) a non-current asset while it is classified as held for sale or while it is part of a disposal group classified as held for sale.
The finance expenses and other expenses attributable to the liabilities of a disposal group classified as held for sale must continue to be recognized.
Employee severance indemnity, mandatory for Italian companies pursuant to Article 2120 of the Italian Civil Code, is deferred compensation and is based on the employees' years of service and the compensation earned by the employee during the service period.
Under IAS 19 (Employee Benefits), the employee severance indemnity as calculated is considered a "Defined benefit plan" and the related liability recognized in the statement of financial position (Provision for employee severance indemnities) is determined by actuarial calculations.
The remeasurements of actuarial gains and losses are recognized in other components of the Consolidated Statements of Comprehensive income. Service cost of Italian companies that employ less than 50 employees, as well as interest expenses related to the "time value" component of the actuarial calculations (the latter classified as Finance expenses), are recognized in the separate consolidated income statements.
Starting from January 1, 2007, Italian Law gave employees the choice to direct their accruing indemnity either to supplementary pension funds or leave the indemnity as an obligation of the Company. Companies that employ at least 50 employees should transfer the employee severance indemnity to the "Treasury fund" managed by INPS, the Italian Social Security Institute. Consequently, the Group's obligation to INPS and the contributions to supplementary pension funds take the form, under IAS 19, of a "Defined contribution plan".
The companies of the Group provide additional benefits to certain managers of the Group through equity compensation plans (for example stock options and long-term incentive plans). The above plans are recognized in accordance with IFRS 2 (Share-Based Payment).
In accordance with IFRS 2, such plans represent a component of the beneficiaries' compensation. Therefore, for the plans that provide for compensation in equity instruments, the cost is represented by the fair value of such instruments at the grant date, and is recognized in the separate consolidated income statements in "Employee benefits expenses" over the period between the grant date and vesting date with a contra-entry to an equity reserve denominated "Other equity instruments". Changes in the fair value subsequent to the grant date do not affect the initial measurement. At the end of each year, adjustments are made to the estimate of the number of rights that will vest up to expiry. The impact of the change in estimate is recorded as an adjustment to "Other equity instruments" with a contra-entry to "Employee benefits expenses".
For the portion of the plans that provide for the payment of compensation in cash, the amount is recognized in liabilities as a contra-entry to "Employee benefits expenses"; at the end of each year such liability is measured at fair value.
The Group records provisions for risks and charges when it has a present obligation, legal or constructive, to a third party, as a result of a past event, when it is probable that an outflow of Group resources will be required to satisfy the obligation and when the amount of the obligation can be estimated reliably.
If the effect of the time value is material, and the payment date of the obligations can be reasonably estimated, provisions to be accrued are the present value of the expected cash flows, taking into account the risks associated with the obligation. The increase in the provision due to the passage of time is recognized in the separate consolidated income statements as "Finance expenses".
Government grants are recognized when there is a reasonable certainty that they will be received and that the Group will satisfy all the conditions established for their granting by the government, government entities and equivalent local, national or international entities.
Government grants are recognized in the separate income statement, on a straight-line basis, over the periods in which the Group recognizes the expenses that the grants are intended to offset as costs.
Government grants related to assets received for the acquisition and/or construction of non-current tangible assets are recorded as deferred income in the statement of financial position and credited to the separate income statement on a straight-line basis over the useful life of the plants that the grants relate to.
Treasury shares are recognized as a deduction from equity. In particular, the treasury shares are reported as a deduction from the share capital issued in the amount corresponding to the "accounting par value", that is the ratio of total share capital and the number of issued shares, while the excess cost of acquisition over the accounting par value is presented as a deduction from "Other reserves and retained earnings (accumulated losses), including profit (loss) for the year".
Transactions in foreign currencies are recorded at the foreign exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rate prevailing at the statement of financial position date. Exchange differences arising from the settlement of monetary items or from their conversion at rates different from those at which they were initially recorded during the year or at the end of the prior year, are recognized in the separate consolidated income statements.
Revenues are the gross inflows of economic benefits during the period arising in the course of the ordinary activities of an entity. Amounts collected on behalf of third parties such as sales taxes, goods and services taxes and value added taxes are not economic benefits which flow to the entity and do not result in increases in equity. Therefore, they are excluded from revenues.
The process underlying recognition of revenues follows the steps set out in IFRS 15:
Revenues from activating the connectivity service are not a performance obligation; they are therefore allocated to the contractual performance obligations (typically to services).
For offerings which include the sale of devices and service contracts (bundle offerings), the Group allocates the contractual transaction price to the performance obligations of the contract, proportionately to the stand alone selling prices of the single performance obligations;
recognition of revenues: revenues are stated net of discounts, allowances, and returns in connection with the characteristics of the type of revenue:
Revenues from services rendered are recognized in the separate income statements according to the stage of completion of the service, that is based on actual consumption.
Traffic revenues from interconnection and roaming are reported gross of the amounts due to other TLC operators.
Revenues for delivering information or other content are recognized on the basis of the amount invoiced to the customer, when the service is rendered directly by the Group. In the event that the Group is acting as agent (for example non-geographic numbers) only the commission received from the content provider is recognized as revenue.
Revenues from prepaid traffic are recorded on the basis of effective consumption. Deferred revenues for traffic already collected but not yet consumed are recorded in "Trade and miscellaneous payables and other current liabilities" in the consolidated statements of financial position.
Revenues on construction contracts are recognized based on the stage of completion (percentage of completion method).
Revenues for services rendered are generally invoiced and collected monthly (for retail customers) or in 40-60 days (for wholesale customers).
Revenues from sales (telephone and other equipment) are recognized upon delivery when control of the assets is transferred to the customers.
The devices sold separately from the services are invoiced at the time of delivery; collection takes place on demand or based on installment plans (up to 48 monthly installments). The devices sold as part of bundle offerings are invoiced at the time of delivery and usually collected in 24 monthly installments. Some contracts (usually the installment sale of devices) include an implicit financial component that is recognized by posting finance income with concomitant reduction of the revenues from sales; this component is determined by using a discount rate that reflects a hypothetical customer loan transaction at the contract date reflecting the creditworthiness by type of customer. The Group avails itself of the practical expedient of not recognizing said component if it is insignificant or the collection extension is less than 12 months.
The recognition of revenues can generate the recognition of an asset or liability deriving from contracts. In particular:
Contract costs (incremental costs of obtaining a contract and costs to fulfill a contract; for example, the activation costs and the costs for sales network commissions) are extended and recognized in the consolidated income statements based on the expected term of the contractual relationship with the customers (on average, 3 years for the mobile business and 7 years for the fixed business). The TIM Group avails itself of the IFRS 15 practical expedient, which allows the incremental costs of obtaining the contract to be recognized entirely in the income statement if the deferral period does not exceed 12 months.
Research costs and advertising expenses are charged directly to the separate consolidated income statements in the year in which they are incurred.
Finance income and expenses are recognized on an accrual basis and include: interest accrued on the related financial assets and liabilities using the effective interest rate method, the changes in fair value of derivatives and other financial instruments measured at fair value through profit or loss, gains and losses on foreign exchange and financial instruments (including derivatives).
Dividends received from companies other than subsidiaries, associates and joint ventures are recognized in the separate consolidated income statements in the year in which they become receivable following the resolution by the shareholders' meeting for the distribution of dividends of the investee companies.
Dividends payable to third parties are reported as a change in equity in the year in which they are approved by the shareholders' meeting.
Income tax expense includes all taxes calculated on the basis of the taxable income of the companies of the Group.
The income tax expense is recognized in the separate consolidated income statements, except to the extent that they relate to items directly charged or credited to equity, in which case the related tax effect is recognized in the relevant equity reserves. In the Statement of comprehensive income, the amount of income tax expense relating to each item included as "Other components of the Consolidated Statements of Comprehensive income" is indicated.
The income tax expense that could arise on the remittance of a subsidiary's undistributed earnings is only recognized where there is the actual intention to remit such earnings.
Deferred tax liabilities / assets are recognized using the "Balance sheet liability method". They are calculated on all temporary differences that arise between the tax base of an asset or liability and the carrying amounts in the consolidated financial statements, except for non tax-deductible goodwill and for those differences related to investments in subsidiaries which will not reverse in the foreseeable future. Deferred tax assets relating to unused tax loss carryforwards are recognized to the extent that it is probable that future taxable income will be available against which they can be utilized. Current and deferred tax assets and liabilities are offset when the income taxes are levied by the same tax authority and there is a legally enforceable right of offset. Deferred tax assets and liabilities are determined based on enacted tax rates in the respective jurisdictions in which the Group operates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Taxes, other than income taxes, are included in "Other operating expenses".
Basic earnings per ordinary share is calculated by dividing the Group's profit attributable to ordinary shares by the weighted average number of ordinary shares outstanding during the year, and excluding treasury shares. Similarly, basic earnings per savings share is calculated by dividing the Group's profit attributable to savings shares by the weighted average number of savings shares outstanding during the year.
For diluted earnings per ordinary share, the weighted average number of shares outstanding during the year is adjusted by all dilutive potential shares (for example, the exercise of rights on shares with dilutive effects). The Group profit is also adjusted to reflect the impact of these transactions net of the related tax effects.
The preparation of consolidated financial statements and related disclosure in conformity with IFRS requires management to make estimates and assumptions based also on subjective judgments, past experience and assumptions considered reasonable and realistic in relation to the information known at the time of the estimate. Such estimates have an effect on the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the amount of revenues and costs during the year. Actual results could differ, even significantly, from those estimates owing to possible changes in the factors considered in the determination of such estimates. Estimates are reviewed periodically. The most important accounting estimates which require a high degree of subjective assumptions and judgments are detailed below.
| Financial statement area | Accounting estimates | ||||
|---|---|---|---|---|---|
| Goodwill impairment | The impairment test on goodwill is carried out by comparing the carrying amount of cash-generating units and their recoverable amount. The recoverable amount of a cash-generating unit is the higher of fair value, less costs to sell, and its value in use. This complex valuation process entails the use of methods such as the discounted cash flow method which uses assumptions to estimate cash flows. The recoverable amount depends significantly on the discount rate used in the discounted cash flow model as well as the expected future cash flows and the growth rate used for the extrapolation. The key assumptions used to determine the recoverable amount for the different cash-generating units, including a sensitivity analysis, are detailed in the Note "Goodwill". |
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| Impairment of intangible and tangible assets with a finite useful life |
At every closing date, the Group assesses whether there are any indications of impairment of intangible and tangible assets with a finite useful life. Both internal and external sources of information are used for this purpose. Identifying the impairment indicators, estimating the future cash flows and calculating the fair value of each asset requires Management to make significant estimates and assumptions in calculating the discount rate to be used, and the useful life and residual value of the assets. These estimates can have a significant impact on the fair value of the assets and on the amount of any impairment write-downs. |
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| Business combinations | The recognition of business combinations requires that assets and liabilities of the acquiree be recorded at their fair value at the acquisition date of control, as well as the possible recognition of goodwill, through the use of a complex process in determining such values. |
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| Capitalization/deferment of costs |
The capitalization/deferment of internal and external costs is a process that entails elements of estimation and valuation. Specifically, it involves the valuation of: i) the likelihood that capitalized costs will be recovered through correlated future revenues; and ii) the effective increase in the future economic benefits embodied in the related asset. |
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| Provision for bad debts | Impairment on trade receivables and on the contract assets is carried out using the simplified approach that involves estimating the loss expected over the life of the receivable at the time of initial recognition and on subsequent measurements. For each customer segment, the estimate is principally made by calculating the average expected uncollectibility, based on historical and statistical indicators, possibly adjusted using forward-looking elements. For some categories of receivables characterized by specific risk elements, specific measurements are made on individual credit positions. |
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| Depreciation and amortization | Changes in the economic conditions of the markets, technology and competitive forces could significantly affect the estimated useful lives of tangible and intangible non-current assets and may lead to a difference in the timing, and thus on the amount of depreciation and amortization expense. |
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| Accruals, contingent liabilities and employee benefits |
As regards the provisions for restoration costs the estimate of future costs to dismantle tangible assets and restore the site is a complex process that requires an assessment of the liability arising from such obligations which seldom are entirely defined by law, administrative regulations or contract clauses and which normally are to be complied with after an interval of several years. The accruals related to legal, arbitration and fiscal disputes as well as regulatory proceedings are the result of a complex estimation process based upon the probability of an unfavorable outcome. Employee benefits, especially the provision for employee severance indemnities, are calculated using actuarial assumptions; changes in such assumptions could have a material impact on such liabilities. |
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| Revenues | The recognition of revenues is influenced by estimates of the amount of discounts, rebates and returns to be reported as a direct adjustment to revenues, as well as the methods for defining individual product or service stand alone selling prices and for determining the duration of the contract when there are renewal options. |
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| Contract costs (IFRS 15) | The recognition of the costs of obtaining and fulfilling contracts is influenced by the estimated expected duration of the relationship with the customer, calculated on the basis of the historical turnover indexes. However, this estimate is subject to fluctuations and could only represent customers' future behavior in a limited way, especially if there are new commercial offers or changes in the competitive environment. |
| Income tax expense (current and deferred) |
Income taxes (current and deferred) are calculated in each country in which the Group operates according to a prudent interpretation of the tax laws in effect. This process sometimes involves complex estimates to determine taxable income and deductible and taxable temporary differences between the carrying amounts and the taxable amounts. In particular, deferred tax assets are recognized to the extent that future taxable income will be available against which they can be utilized. The measurement of the recoverability of deferred tax assets, recognized based on both unused tax loss carry-forwards to future years and deductible differences, takes into account the estimate of future taxable income and is based on conservative tax planning. |
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|---|---|---|---|---|
| Derivative instruments and equity instruments |
The fair value of derivative instruments and equity instruments is determined both using valuation models which also take into account subjective measurements such as, for example, cash flow estimates, expected volatility of prices, etc., or on the basis of either prices in regulated markets or quoted prices provided by financial counterparts. For further details, please also see the Note "Supplementary disclosures on financial instruments". |
As per IAS 8 (Accounting policies, changes in accounting estimates and errors) paragraph 10, in the absence of a Standard or Interpretation that specifically applies to a transaction, management shall use its judgement in developing and applying an accounting policy that results in consolidated financial statements that represent faithfully the financial position, financial performance and cash flows of the Group, reflect the economic substance of transactions, and are neutral, prudential and complete in all material aspects.
As required by IAS 8 (Accounting Policies, Changes in Accounting Estimates and Errors), the following is a brief description of the IFRS in force commencing as of January 1, 2018.
The impacts of the application, as of January 1, 2018, of IFRS 15 (Revenue from Contracts with Customers) and IFRS 9 (Financial Instruments) are instead reported in the section "Adoption of the New IFRS 9 and IFRS 15 Standards".
IFRIC Interpretation 22 "Foreign Currency Transactions and Advance Consideration" was adopted at the European Union level on March 28, 2018 by Commission Regulation (EU) 2018/519. IFRIC 22 clarifies which exchange rate to use in transactions that involve advance consideration paid or received in a foreign currency. The adoption of said interpretation had no impact on these consolidated financial statements at December 31, 2018.
Amendments to IFRS 2 – Share-based Payment were adopted on February 26, 2018 by Commission Regulation (EU) 2018/289. The amendments concern:
The adoption of said amendments had no impact on these consolidated financial statements at December 31, 2018.
Amendments to IAS 28 – Investments in Associates and Joint Ventures were adopted on February 7, 2018 by Commission Regulation (EU) 2018/182. Specifically, the amendments clarify that if an investment entity (such as a mutual investment fund or similar entity) elects to measure its investments in associates and joint ventures at fair value through profit or loss (rather than applying the equity method), the election must be applied to each and every investment upon initial recognition. A similar clarification applies to entities that are not investment entities, but which hold investments in associates or joint ventures that qualify as investment entities. In that case, when applying the equity method, the entities may maintain the fair value measurement through profit or loss made by their investees in associates and joint ventures.
The adoption of said improvements had no impact on these consolidated financial statements at December 31, 2018.
Amendments to IAS 40 were adopted on March 14, 2018 by Commission Regulation (EU) 2018/400, which clarifies that an entity may transfer a property to, or from, investment property only when there is evidence of a change in use.
The adoption of said amendments had no impact on these consolidated financial statements at December 31, 2018.
This section provides an overview of the main elements of IFRS 9 (Financial Instruments) and IFRS 15 (Revenue from Contracts with Customers) and reports the impact of the application of the standards as of January 1, 2018.
On November 22, 2016, Regulation (EU) No. 2016/2067 was issued, which adopted IFRS 9 (Financial Instruments) at EU level, relating to the classification, measurement, derecognition and impairment of financial assets and liabilities, and hedge accounting.
As allowed by the accounting standard, the TIM Group:
Commencing as of January 1, 2018, TIM has amended the impairment model applied to financial assets (including trade receivables due from customers), by adopting an expected credit loss model as per IFRS 9, which replaces the incurred loss model required by IAS 39. In application of IFRS 9, the classification (and hence measurement) of financial assets has also been modified and is now based on the entity's business model for managing the financial assets and on the contractual cash flow characteristics of the financial asset. Under IAS 39, financial assets were classified (and hence measured) on the basis of their destination.
TIM Management has identified its business models for Group financial assets (other than trade receivables due from customers) on the basis of how the financial instruments are managed and their cash flows used. The purpose of the models is to ensure an adequate level of financial flexibility and to best manage, in terms of risks and returns, the financial resources immediately available to the Group through the treasuries of Group companies and in accordance with the strategies set forth by the Parent TIM.
In accordance with IFRS 9, the business models adopted by the TIM Group are:
Financial assets other than trade receivables are written down for impairment on the basis of a general model which estimates expected credit losses over the following 12 months, or over the residual life of the asset in the event of a substantial increase in its credit risk.
The expected credit loss ("ECL") is given by: (i) the present value at the reporting date of the financial asset, (ii) the probability that the counterparty does not meet its payment obligation (probability of default, "PD"), (iii) the estimate, in percentage terms, of the amount of credit that it will not be able to recover in the event of a default (loss given default, "LGD").
To determine the PD and LGD, reference is made to the Bloomberg credit risk model.
For the management of trade receivables, TIM Group Management has identified different business models based on the specific nature of the receivables, the type of counterparty and collection times; in order to optimize the management of working capital through the constant monitoring of the payment performance of customers, the steering of credit collection policies, and the management of programs for the disposal and factoring of receivables, in line with financial planning needs.
The business models adopted by the TIM Group for managing trade receivables are:
Impairment of trade receivables and contract assets is carried out through the simplified approach allowed by the standard. This approach involves estimating the expected loss over the life of the receivable at the time of initial recognition and on subsequent measurements. For each customer segment, the estimate is principally made by calculating the average expected uncollectibility, based on historical and statistical indicators, possibly adjusted using forward-looking elements. For some categories of receivables characterized by specific risk elements, specific measurements are made on individual credit positions.
In general, the methodology to recognize the expected loss differs based on the offering content, the customer cluster and payment terms.
More specifically, in the case of receivables arising from traditional services offered to consumers and businesses, the expected loss is estimated based on the trend of outstanding receivables with respect to turnover, using the values recorded for turnover generations that have completed the operating cycle as a reference, as well as parameters for measuring the most recent performance, suitable for identifying deviations from the historical trend.
As regards receivables arising from offers where products or contribution fees are paid in installments, the assessment of credit default risk for ongoing payment-by-installment plans considers the trend of the customer drop out rate and the average of sums received from such customers.
For clusters with relational-based credit management (such as major TOP segment customers, the public administration sector, wholesale customers, sales network dealers), information that can identify specific individual counterparty risk is used in the assessment.
At the transition date (January 1, 2018), the TIM Group has chosen to continue to report gains and losses from "other investments (other than those in subsidiaries, associates and joint ventures)", classified under IAS 39 as "available-for-sale financial assets" and measured at fair value, through other comprehensive income, also under IFRS 9. As of January 1, 2018, the aforementioned "other investments" are therefore measured at fair value through other comprehensive income (FVTOCI). Only dividends from "other investments" are recognized through profit or loss, while all other gains and losses are recognized through other comprehensive income without reclassification to the separate income statement when the financial asset is disposed of or impaired as provided by IAS 39.
The changes in the classification of financial assets had no material impact on the measurement of the assets for the TIM Group.
The comprehensive net impact (including tax effects) of the adoption of IFRS 9 on consolidated equity at the transition date of January 1, 2018 was mainly due to the recognition of higher write-downs for expected losses on trade receivables, connected with the introduction of an expected credit loss model, replacing the incurred loss model required by IAS 39.
On September 22, 2016, Commission Regulation (EU) No. 2016/1905 was issued, which adopted IFRS 15 (Revenues from contracts with customers) and the related amendments at EU level. On October 31, 2017, clarifications to IFRS 15 were adopted through Commission Regulation (EU) No. 2017/1987.
IFRS 15 replaces the standards that formerly governed revenue recognition, namely IAS 18 (Revenue), IAS 11 (Construction contracts) and the related interpretations on revenue recognition (IFRIC 13 Customer loyalty programmes, IFRIC 15 Agreements for the construction of real estate, IFRIC 18 Transfers of assets from customers and SIC 31 Revenue – Barter transactions involving advertising services).
The TIM Group has applied the modified retrospective method with the recognition of the cumulative effect of the first-time application of the standard as an adjustment to the opening balance of equity for the period when the standard is adopted, without restating prior periods.
The adoption of IFRS 15 affected the recognition of revenues from fixed-line and mobile offers and the recognition of contract costs. The main differences for the TIM Group with respect to the previous accounting standards applied (IFRS 15 vs. IAS 18, IAS 11 and relative Interpretations) concern:
The comprehensive net impact (including tax effects) of the adoption of IFRS 15 on consolidated equity at January 1, 2018 (transition date) was not material and mainly connected with the combined effects of:
The impacts of the transition on the main line items of the consolidated statements of financial position are shown below.
| (millions of euros) | 12/31/2017 historical |
IFRS 9 impacts (*) |
IFRS 15 impacts (*) |
1/1/2018 restated |
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Intangible assets | ||||
| Intangible assets with a finite useful life | 7,192 | (110) | 7,082 | |
| Other non-current assets | ||||
| Non-current financial assets | 1,768 | 1,768 | ||
| Miscellaneous receivables and other non-current assets | 2,422 | (269) | 2,153 | |
| Deferred tax assets | 993 | 27 | 1,020 | |
| Current assets | ||||
| Trade and miscellaneous receivables and other current assets | 4,959 | (147) | 42 | 4,854 |
| Current financial assets | 5,005 | 5,005 | ||
| Total Assets | 68,783 | (120) | (337) | 68,326 |
| Equity and Liabilities | ||||
| Equity | ||||
| Equity attributable to Owners of the Parent | 21,557 | (100) | 17 | 21,474 |
| Non-controlling interests | 2,226 | (7) | 2 | 2,221 |
| Total Equity | 23,783 | (107) | 19 | 23,695 |
| Non-current liabilities | ||||
| Miscellaneous payables and other non-current liabilities | 1,678 | (251) | 1,427 | |
| Deferred tax liabilities | 265 | (11) | 8 | 262 |
| Current liabilities | ||||
| Trade and miscellaneous payables and other current liabilities | 7,520 | (113) | 7,407 | |
| Current income tax payables | 112 | (2) | 110 | |
| Total Equity and Liabilities | 68,783 | (120) | (337) | 68,326 |
(*) For further details, see the specific notes to the Consolidated Financial Statements at December 31, 2018.
The different classification of financial assets, following the adoption of IFRS 9, had no substantial impact for the TIM Group on the measurement of those assets, while the introduction of the expected credit loss model replacing the incurred loss model required by IAS 39, resulted in a reduction of 107 million euros in consolidated equity at the transition date of January 1, 2018.
The comprehensive net impact (including tax effects) of the adoption of IFRS 15 on consolidated equity at January 1, 2018 (transition date) was positive for 19 million euros and mainly connected with the combined effects of:
To enable the year-on-year comparison of the economic and financial performance for the year 2018, "comparable" financial position figures and "comparable" income statement figures, prepared in accordance with the previous accounting standards applied (IAS 39, IAS 18, IAS 11, and relative Interpretations) are provided below.
The breakdown of the impact of the new accounting standards on key consolidated income statement figures for year 2018 is shown below.
| Year | Year | Impact |
|---|---|---|
| 2018 | 2018 | new |
| comparable | standards | |
| (a) | (b) | (c=a-b) |
| 18,940 | 19,109 | (169) |
| (11,878) | (11,737) | (141) |
| 7,403 | 7,713 | (310) |
| (4,255) | (4,399) | 144 |
| 561 | 727 | (166) |
| 11 | 10 | 1 |
| (1,348) | (1,341) | (7) |
| (777) | (605) | (172) |
| (375) | (433) | 58 |
| (1,152) | (1,038) | (114) |
| (1,411) | (1,298) | (113) |
| 259 | 260 | (1) |
The impact of the new accounting standards (IFRS 9 and IFRS 15) on the basic Earnings per Ordinary and Savings Share for the year 2018 is equal to -0.01 euros; instead, the impact is zero on diluted earnings per ordinary and savings share.
The breakdown of the impact of the new accounting standards on the main consolidated statements of financial position figures at December 31, 2018 is shown below.
| (millions of euros) | 12/31/2018 | 12/31/2018 comparable |
Impact of new standards (*) |
|---|---|---|---|
| (a) | (b) | (c=a-b) | |
| Assets | |||
| Non-current assets | |||
| Intangible assets | 35,658 | 35,771 | (113) |
| Tangible assets | 16,146 | 16,146 | − |
| Other non-current assets | 5,086 | 5,368 | (282) |
| Total Non-current assets | 56,890 | 57,285 | (395) |
| Current assets | 8,729 | 8,794 | (65) |
| Total Assets | 65,619 | 66,079 | (460) |
| Equity and Liabilities | |||
| Equity | |||
| Equity attributable to Owners of the Parent | 19,528 | 19,716 | (188) |
| Non-controlling interests | 2,219 | 2,225 | (6) |
| Total Equity | 21,747 | 21,941 | (194) |
| Non-current liabilities | 30,991 | 31,276 | (285) |
| Current liabilities | 12,881 | 12,862 | 19 |
| Total Liabilities | 43,872 | 44,138 | (266) |
| Total Equity and Liabilities | 65,619 | 66,079 | (460) |
(*) For more details, see the information provided on impacts at the transition date.
Existing improvements - also on the supporting IT systems - relating to the process of implementing the new accounting standards, together with the high number of new commercial offers of recent months, involved recalculating the time distribution of the revenues during the first and second quarters of 2018 for some specific fixed-line and mobile contract types.
The net cumulative impacts on the financial position figures are the following:
| (millions of euros) | as at | as at | |
|---|---|---|---|
| 3.31.2018 | 6.30.2018 | ||
| Current and non-current assets | |||
| Trade and miscellaneous receivables and other current assets | (12) | (3) | |
| Total Assets | (12) | (3) | |
| Equity | |||
| Equity attributable to Owners of the Parent | (17) | (22) | |
| Total Equity | (17) | (22) | |
| Non-current and current liabilities | |||
| Deferred tax liabilities | (7) | (8) | |
| Trade and miscellaneous payables and other current liabilities | 12 | 27 | |
| Total Liabilities | 5 | 19 | |
| Total Equity and Liabilities | (12) | (3) |
Recalculation of the time distribution of the revenues over the first and second quarters of 2018 did not impact the "Aggregate cash flows" of the TIM Group's statement of cash flows, and in particular the "Cash flows from (used in) operating activities".
The updated time series of the 2018 quarters, unaudited, of the TIM Group's main consolidated economic data is therefore the following:
| (millions of euros) | 2018 | |||
|---|---|---|---|---|
| 1st Quarter |
2nd Quarter |
3rd Quarter |
4th Quarter |
|
| Revenues | 4,685 | 4,726 | 4,666 | 4,863 |
| Operating profit before depreciation and amortization, capital gains (losses) and impairment reversals (losses) on non-current assets (EBITDA) |
1,793 | 1,940 | 2,045 | 1,625 |
| Operating profit (loss) (EBIT) | 740 | 874 | (997) | (56) |
| Profit (loss) before tax from continuing operations | 391 | 513 | (1,326) | (355) |
| Income tax expense | (156) | (141) | 43 | (121) |
| Profit (loss) for the period | 235 | 372 | (1,283) | (476) |
| Attributable to: | ||||
| Owners of the Parent | 199 | 333 | (1,400) | (543) |
| Non-controlling interests | 36 | 39 | 117 | 67 |
At the date of preparation of these financial statements, the following new standards and interpretations, which have not yet entered into force, had been issued by the IASB:
| Mandatory application starting from |
|
|---|---|
| New Standards and Interpretations endorsed by the EU | |
| IFRS 16 (Leases) | 1/1/2019 |
| Amendments to IFRS 9: Prepayment Features with Negative Compensation | 1/1/2019 |
| IFRIC 23 – Uncertainty over income tax treatments | 1/1/2019 |
| New Standards and Interpretations not yet endorsed by the EU | |
| Amendments to IAS 28: Long-term interests in Investments in associates and joint ventures | 1/1/2019 |
| Improvements to the IFRS (2015–2017 cycle) | 1/1/2019 |
| Amendments to IAS 19: plan amendment, curtailment or settlement | 1/1/2019 |
| Amendments to References to the Conceptual Framework in IFRS Standards | 1/1/2020 |
| IFRS 17: Insurance contracts | 1/1/2021 |
| Amendments to IFRS 3 Business combinations | 1/1/2020 |
| Amendments to IAS 1 and IAS 8: definition of materiality | 1/1/2020 |
The potential impacts on the consolidated financial statements from application of these standards and interpretations are currently being assessed.
IFRS 16 (Leases) was adopted at the European Union level on October 31, 2017 by Commission Regulation (EU) 2017/1986. IFRS 16 replaces IAS 17 (Leases) and relative interpretations (IFRIC 4 Determining whether an Arrangement Contains a Lease; SIC 15 Operating Leases – Incentives; SIC 27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease). IFRS 16 applies retrospectively commencing as of January 1, 2019.
On the basis of the provisions of IFRS 16, lease agreements (that are not service contracts) are represented in accounting by recognizing a financial liability in the statements of financial position, represented by the current value of future subscription charges, against recognition under assets of the "Right of Use". Leasing expenses, already previously classified according to IAS 17 as finance leasing, will not undergo any change to the current accounting representation, continuing as in the past.
Upon first application, the TIM Group intends to apply a modified retrospective method by recognizing, for leases previously classified under IAS 17 as operating leases, a financial liability for lease agreements and the corresponding value of the user rights, measured on the basis of the remaining lease payments at the transition date.
Those agreements within the TIM Group that fall within the scope of application of IFRS 16 mainly refer to:
With reference to the options and exemptions provided for by IFRS 16, the TIM Group will adopt the following choices:
The main impacts on the consolidated financial statements of the Group, which are still being assessed and refined, may be summarized as follows:
The process of implementing the new accounting standard entails significant updates and modifications on the IT systems, modification and updating of the control and compliance models and of their processes. The impacts are based on the results of the analyses at the date these financial statements are prepared, and might change since implementation is still in progress.
The impacts during transition are not indicative of future developments since the choices of allocating capital might change with resulting economic and financial repercussions on recognition in the financial statements.
TIM holds a majority of the voting rights in all the subsidiaries included in the scope of consolidation. A complete list of consolidated subsidiaries is provided in the Note "List of companies of the TIM Group".
The changes in the scope of consolidation at December 31, 2018 compared to December 31, 2017 are listed below.
These changes did not have any significant impacts on the Consolidated Financial Statements of the TIM Group at December 31, 2018.
| Company | Business Unit | Month | |
|---|---|---|---|
| Exit: | |||
| OLIVETTI ESPAÑA S.A. (in liquidation) | Liquidated | Other Operations | December 2018 |
| Merger: | |||
| TI SPARKLE MED S.p.A. | Merged into TI Sparkle S.p.A. | Domestic | April 2018 |
| TIM CELULAR S.A. | Merged into TIM S.A. | Brazil | October 2018 |
The breakdown by number of subsidiaries and associates of the TIM Group is as follows:
| 12/31/2018 | ||||
|---|---|---|---|---|
| Companies: | Italy | Outside Italy | Total | |
| subsidiaries consolidated line-by-line | 21 | 42 | 63 | |
| joint ventures accounted for using the equity method | 1 | - | 1 | |
| associates accounted for using the equity method | 16 | - | 16 | |
| Total companies | 38 | 42 | 80 |
| 12/31/2017 | ||||
|---|---|---|---|---|
| Companies: | Italy | Outside Italy | Total | |
| subsidiaries consolidated line-by-line | 22 | 44 | 66 | |
| joint ventures accounted for using the equity method | 1 | - | 1 | |
| associates accounted for using the equity method | 19 | - | 19 | |
| Total companies | 42 | 44 | 86 |
Further details are provided in the Note "List of companies of the TIM Group".
At December 31, 2018, the TIM Group held investments in subsidiaries, with significant non-controlling interests, in relation to the TIM Brasil group.
The figures provided below, stated before the netting and elimination of intragroup accounts, have been prepared in accordance with IFRS and reflect adjustments made at the acquisition date to align the assets and liabilities acquired to their fair value.
Non-controlling interests accounted at December 31, 2018 for 33.4% of the capital of Tim Participações, which in turn holds 100% of the capital of the operating company Tim S.A., coinciding with their corresponding voting rights.
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Non-current assets | 6,257 | 6,819 |
| Current assets | 1,387 | 1,929 |
| Total Assets | 7,644 | 8,748 |
| Non-current liabilities | 959 | 1,703 |
| Current liabilities | 1,678 | 1,852 |
| Total Liabilities | 2,637 | 3,555 |
| Equity | 5,007 | 5,193 |
| of which Non-controlling interests | 1,518 | 1,556 |
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Revenues | 3,943 | 4,502 |
| Profit (loss) for the year | 586 | 340 |
| of which Non-controlling interests | 200 | 114 |
In 2018, aggregate cash flows generated a negative amount of 512 million euros, essentially due to a negative exchange rate effect of 67 million euros, without which cash flow would have generated a negative 445 million euros.
In 2017, aggregate cash flows generated a negative amount of 744 million euros, essentially due to a negative exchange rate effect of 146 million euros, without which cash flow would have generated a negative 598 million euros.
Lastly, again with reference to the Tim Brasil group and in line with the information given in the Report on Operations – Main risks and uncertainties Section, the main risk factors that could, even significantly, restrict the operations of the Tim Brasil group are listed below:
Goodwill shows the following breakdown and changes for 2017 and 2018:
| (millions of euros) | 12/31/2016 | Reclassifications | Increase | Decrease | Impairments | Exchange differences |
12/31/2017 |
|---|---|---|---|---|---|---|---|
| Domestic | 28,489 | 28,489 | |||||
| Core Domestic | 28,077 | 28,077 | |||||
| International Wholesale | 412 | 412 | |||||
| Brazil | 1,123 | (150) | 973 | ||||
| Other Operations | − | − | |||||
| Total | 29,612 | − | − | − | − | (150) | 29,462 |
| (millions of euros) | 12/31/2017 | Reclassifications | Increase | Decrease | Impairments | Exchange differences |
12/31/2018 |
|---|---|---|---|---|---|---|---|
| Domestic | 28,489 | (2,590) | 25,899 | ||||
| Core Domestic | 28,077 | (2,450) | 25,627 | ||||
| International Wholesale | 412 | (140) | 272 | ||||
| Brazil | 973 | (103) | 870 | ||||
| Other Operations | − | − | |||||
| Total | 29,462 | − | − | − | (2,590) | (103) | 26,769 |
In accordance with IAS 36, goodwill is not subject to amortization, but is tested for impairment annually when preparing the company's consolidated financial statements.
In 2018 Goodwill fell by 2,693 million euros, from 29,462 million euros at the end of 2017 to 26,769 million euros at December 31, 2018, due to the 2,590 million euros impairment loss recognized during the year related to the Domestic Business Unit, as well as the goodwill allocated for the exchange difference of the Brazil Cash Generating Unit.
The Domestic Business Unit is made up of the Core Domestic CGU and the International Wholesale CGU. In relation to the Core Domestic CGU, as of September 30, 2018, events and circumstances of an exogenous and endogenous nature had occurred which led the company to carry out impairment testing on the CGU, this led to an impairment loss recognized for an amount of 2,000 million euros.
The impairment testing carried out during the preparation of the 2018 financial statements led to an additional impairment loss of 450 million euros of the goodwill attributed to the Core Domestic CGU (total write down for the year 2018 is equal to 2,450 million euros) – as well as an impairment loss of 140 million euros of goodwill attributed to the International Wholesale CGU.
The impairment testing did not reveal any impairment in relation to the Brazil CGU.
The gross carrying amounts of goodwill and the relative accumulated impairment losses from January 1, 2004 (date of allocation to the Cash-Generating Units – CGUs) to December 31, 2018 and 2017 can be summarized as follows:
| 12/31/2018 | 12/31/2017 | |||||
|---|---|---|---|---|---|---|
| (millions of euros) | Gross carrying amount |
Accumulated impairment losses |
Net carrying amount |
Gross carrying amount |
Accumulated impairment losses |
Net carrying amount |
| Domestic | 42,457 | (16,558) | 25,899 | 42,457 | (13,968) | 28,489 |
| Core Domestic | 42,045 | (16,418) | 25,627 | 42,045 | (13,968) | 28,077 |
| International Wholesale | 412 | (140) | 272 | 412 | − | 412 |
| Brazil | 1,077 | (207) | 870 | 1,204 | (231) | 973 |
| Other Operations | − | − | − | − | − | − |
| Total | 43,534 | (16,765) | 26,769 | 43,661 | (14,199) | 29,462 |
The figures for the Brazil CGU are stated in euros, converted at the spot exchange rate at the closing date of the financial statements; the carrying amount of goodwill for the CGU corresponds to 3,854 million reais.
The impairment test was conducted at two levels; at the first level, the recoverable amount was estimated for the assets assigned to the individual cash-generating units to which goodwill is allocated; at the second level, the assets of the Group as a whole were considered.
With regard to the first level test, goodwill was allocated to the following cash-generating units (or groups of units):
| Segment | Cash-Generating Units (or groups of units) |
|---|---|
| Domestic | Core Domestic |
| International Wholesale | |
| Brazil | Brazil |
At December 31, 2018 the "recoverable amount" of the CGUs was equal to the greater of the "fair value less disposal costs" and the "value in use".
The value used to determine the recoverable value were the value in use for Core Domestic, fair value for International Wholesale and Brazil. In particular, for Brazil, the fair value was determined on the basis of the market capitalization at the end of the period; for International Wholesale, the fair value was determined on the basis of direct market multiples relating to a sample of comparable companies, taking into account the average values of the Enterprise Value/EBITDA ratio, applied to the forecast 2019 EBITDA of the CGU (level 3 fair value in the reference standard's hierarchy, corresponding to "prices calculated using inputs that are not based on observable market data").
The values used were expressed in the local currency, and hence in EUR for the Core Domestic and International Wholesale CGUs and BRL for the Brazil CGU. For the Brazil CGU, the recoverable amount of the assets was denominated in the functional currency and subsequently translated at the spot exchange rate at the reporting date.
For the Core Domestic CGU value in use estimates were made, in accordance with IAS 36 and with valuation principles and best practices, based on the expected cash flows in different scenarios. The various expected cash flows were then summarized into an average normal cash flow, determined with the aid of Experts (expert appraisers and industry experts) and based on the data from the 2019-2021 Industrial Plan approved by the Board of Directors. The expected average cash flows were measured for the three years of the 2019-2021 Industrial Plan, plus an additional two years on the basis of extrapolated data, for which future cash flows were explicitly forecast for a period of five years (2019-2023). The extrapolation of data for 2022-2023 enabled market and competition trends that will become manifest beyond the time horizon of the Industrial Plan to be captured. For the estimate of the terminal value, the sustainable long-term cash flow was assumed to be the extrapolation of the estimated cash flow at 2023, adjusted as necessary to take into consideration a suitable level of longterm capital expenditure. Furthermore, with specific reference to the valuation of the incremental share of the value deriving from 5G license use and therefore from the development of new and innovative business areas, an evaluation model has been adopted that takes into account the net incremental flows for a period of defined time which only concerns the duration of the license. This approach is consistent with the need in the value used to capture on one hand the outgoing flows deriving from the payment of the license (2019 - 2022) and the supporting capex, and on the other to capture the positive net flows from the incremental business component of the license acquisition that will develop over a broad period of time and over the 5 years of explicit forecast.
The Industrial Plan (2019-2021) incorporates some valuations of potential risk factors and the actions adopted to mitigate them. In defining the average normal flows for the purposes of impairment testing, management, with the help of the experts, identified additional risk factors, modifying the amount and/or distribution over time of future cash flows, giving a greater weighting to external data available.
The cost of capital used to discount the future cash flows for estimating the value in use of the Core Domestic:
Details are provided below for the Core domestic CGU:
| Core Domestic | |
|---|---|
| WACC | 6.60% |
| WACC before tax | 8.91% |
| Growth rate beyond the explicit period (g) | 0.5% |
| Capitalization rate net of taxes (WACC-g) | 6.10% |
| Capitalization rate before taxes (WACC-g) | 8,41% |
| Capex/Revenues, perpetual | 20.15% |
The growth rate of the terminal value "g" of the Core Domestic CGU was estimated taking into account the expected outlook during the explicit forecast period and are consistent with the range of growth rates applied by analysts who monitor TIM shares.
In estimating the level of capital expenditure required to sustain the perpetual generation of cash flows after the explicit forecast period, according to the phase of capital expenditure, competitive positioning and the technological infrastructure operated were taken into account.
In addition to average normal cash flows, to take into account the market operator's perspective, sensitivity analyses were conducted on the risk factors identified with the experts to determine the value in use of the Core Domestic CGU.
The difference between the recoverable amounts and the net carrying amounts of the CGUs considered totaled:
| (millions of euros) | Core Domestic | International Wholesale |
Brazil |
|---|---|---|---|
| Difference between recoverable amounts and net carrying amounts |
-2,450 | -140 | +1,246 |
Therefore, in the light of the factors above, the impairment loss of the goodwill allocated to the Core Domestic Cash Generating Unit amounted to 2,450 million euros and the impairment loss of the goodwill allocated to the International Wholesale Cash Generating Unit is equal 140 million euros.
The Brazil Cash Generating Unit on the other hand showed a positive difference of 1.2 billion euros. As the recoverable amount, determined on the basis of fair value, was higher than the carrying amounts, the value in use was not calculated for the Brazil CGU.
In relation to the Brazil CGU, the sensitivity analyzes showed that the change necessary to make the recoverable value equal to the carrying amount was equal to -25% of the share value.
With regard to value testing at overall Group level, the sum of the recoverable amounts of all the CGUs was compared against the carrying amount of the net operating assets in the consolidated financial statements. No impairment losses were recorded at this additional level of impairment testing.
Intangible assets with a finite useful life increased by 1,697 million euros compared to December 31, 2017. The breakdown and movements are as follows:
| (millions of euros) | 12/31/2016 | Capital expenditures |
Depreciation and amortization |
Impairment (losses) / reversals |
Disposals | Exchange differences |
Capitalized borrowing costs |
Other changes |
12/31/2017 |
|---|---|---|---|---|---|---|---|---|---|
| Industrial patents and intellectual property rights |
2,458 | 771 | (1,263) | (147) | 374 | 2,193 | |||
| Concessions, licenses, trademarks and similar rights |
2,854 | 140 | (396) | (96) | 248 | 2,750 | |||
| Other intangible assets | 109 | 157 | (134) | (5) | 7 | 134 | |||
| Work in progress and advance payments |
1,530 | 1,224 | (30) | (143) | 73 | (539) | 2,115 | ||
| Total | 6,951 | 2,292 | (1,793) | (30) | − | (391) | 73 | 90 | 7,192 |
| (millions of euros) | 12/31/2017 | Adoption IFRS 15 |
Capital expenditures |
Depreciation and amortization |
Impairment (losses) / reversals |
Disposals | Exchange differences |
Capitalized borrowing costs |
Other changes |
12/31/2018 |
|---|---|---|---|---|---|---|---|---|---|---|
| Industrial patents and intellectual property rights |
2,193 | 703 | (1,171) | (98) | 468 | 2,095 | ||||
| Concessions, licenses, trademarks and similar rights |
2,750 | 103 | (422) | (64) | 894 | 3,261 | ||||
| Other intangible assets | 134 | (110) | 11 | (6) | (1) | 5 | 33 | |||
| Work in progress and advance payments |
2,115 | 2,830 | 4 | (1) | (88) | 37 | (1,397 ) |
3,500 | ||
| Total | 7,192 | (110) | 3,647 | (1,599) | 4 | (1) | (251) | 37 | (30) | 8,889 |
Additions in 2018, equal to 3,647 million euros (increased by 1,355 million euros compared to 2017) and particularly were affected by the impacts caused by the acquisitions of user rights for mobile telephone frequencies in Italy (2,399 million euros), recognized in Works in Progress.
Additions in 2018 also included 248 million euros of internally generated assets (272 million euros in 2017); Further details are provided in the Note "Internally generated assets".
Industrial patents and intellectual property rights at December 31, 2018 consisted mainly of application software purchased outright and user licenses acquired, amortized over a period between 2 and 5 years. They mainly related to TIM S.p.A. (1,256 million euros) and to the Brazil Business Unit (794 million euros).
Concessions, licenses, trademarks and similar rights at December 31, 2018 mainly related to:
The residual amount of telephone licenses and similar rights in operation at December 31, 2018 (2,655 million euros) and their useful lives are detailed below:
| Type | Residual amount at 12/31/2018 |
Useful life | Maturity | Amortization expense for 2018 |
|---|---|---|---|---|
| (millions of euros) | (years) | (millions of euros) |
||
| TIM S.p.A.: | ||||
| UMTS | 403 | 18 | 12/31/2021 | 134 |
| UMTS 2100 MHz | 22 | 12 | 12/31/2021 | 7 |
| WiMax | 4 | 15 | 5/31/2023 | 1 |
| LTE 1800 MHz | 94 | 18 | 12/31/2029 | 9 |
| LTE 800 MHz | 661 | 17 | 12/31/2029 | 60 |
| LTE 2600 MHz | 73 | 17 | 12/31/2029 | 7 |
| 1452-1492 MHz band | 181 | 14 | 12/31/2029 | 16 |
| GSM (extension) | − | 3 | 6/30/2018 | 17 |
| 900 and 1800 MHz band | 602 | 12 | 12/31/2029 | 27 |
| Tim Brasil group: | ||||
| GSM and 3G (UMTS) | 129 | 15 | From 2023 to 2031 | 41 |
| 4G (LTE - 700 MHz) | 486 | 15 | 2030 | 36 |
Other intangible assets fell mainly due to the introduction of IFRS 15, under which mobile customer acquisition costs (Subscriber Acquisition Costs - SACs), relating to contracts with minimum term clauses, are no longer capitalized and amortized. Instead they are reclassified as deferred contract costs and then subsequently recognized in the income statement over the term of the contract in the item "Acquisition of goods and services", at December 31, 2017 SACs amounted to 110 million euros.
The figure for other intangible assets at December 31, 2018 mainly consisted of surface rights acquired by INWIT.
In 2018, the Parent also carried out an adjustment of 4 million euros for Construction contracts previously subject to impairment.
Work in progress and advance payments at December 31, 2017 included the payment of 630 million euros for the extension of the user rights to the 900 and 1800 MHz band from July 1, 2018 until December 31, 2029. As a result, in 2018 the value of the license extension was reclassified under the line item "Concessions, licenses, trademarks and similar rights".
Depreciation and impairment losses have been recorded in the income statement as components of EBIT. The gross carrying amount, accumulated impairment losses and accumulated amortization at December 31, 2018 and 2017 can be summarized as follows:
| 12/31/2017 | ||||
|---|---|---|---|---|
| (millions of euros) | Gross carrying amount |
Accumulated impairment losses |
Accumulated depreciation |
Net carrying amount |
| Industrial patents and intellectual property rights | 12,266 | (7) | (10,066) | 2,193 |
| Concessions, licenses, trademarks and similar rights | 7,044 | (273) | (4,021) | 2,750 |
| Other intangible assets | 522 | (388) | 134 | |
| Work in progress and advance payments | 2,145 | (30) | 2,115 | |
| Total intangible assets with a finite useful life | 21,977 | (310) | (14,475) | 7,192 |
| 12/31/2018 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (millions of euros) | Gross carrying amount |
Accumulated impairment losses |
Accumulated depreciation |
Net carrying amount |
||||
| Industrial patents and intellectual property rights | 10,832 | (8,737) | 2,095 | |||||
| Concessions, licenses, trademarks and similar rights | 7,839 | (277) | (4,301) | 3,261 | ||||
| Other intangible assets | 241 | (208) | 33 | |||||
| Work in progress and advance payments | 3,526 | (26) | 3,500 | |||||
| Total intangible assets with a finite useful life | 22,438 | (303) | (13,246) | 8,889 |
Impairment losses on "Concessions, licenses, trademarks and similar rights", mainly relating to reporting periods prior to 2004, refer to the Indefeasible Rights of Use (IRU) for the transmission capacity and cables for international connections acquired by the Telecom Italia Sparkle group.
With regard to the gross carrying amounts of intangible assets with a finite life, in 2018 disposals were made by the Parent for a total amount of 2,195 million euros, mainly in relation to obsolete releases of software systems of the Parent; consequently, where present, the accumulated impairment losses and the accumulated depreciation related to them were also canceled.
Property, plant and equipment owned increased by 35 million euros compared to December 31, 2017. The breakdown and movements are as follows:
| (millions of euros) | 12/31/2016 | Capital expenditures |
Depreciation and amortization |
Impairment (losses) / reversals |
Disposals | Exchange differences |
Other changes |
12/31/2017 |
|---|---|---|---|---|---|---|---|---|
| Land | 203 | 6 | (2) | 6 | 213 | |||
| Buildings (civil and industrial) | 509 | 10 | (39) | (3) | 11 | 488 | ||
| Plant and equipment | 11,709 | 2,601 | (2,286) | (8) | (8) | (332) | 373 | 12,049 |
| Manufacturing and distribution equipment |
38 | 12 | (16) | 2 | 36 | |||
| Other | 391 | 88 | (159) | (2) | (18) | 76 | 376 | |
| Construction in progress and advance payments |
1,097 | 541 | 1 | (1) | (41) | (543) | 1,054 | |
| Total | 13,947 | 3,258 | (2,500) | (7) | (11) | (396) | (75) | 14,216 |
| (millions of euros) | 12/31/2017 | Capital expenditures |
Depreciation and amortization |
Impairment (losses) / reversals |
Disposals | Exchange differences |
Other changes |
12/31/2018 |
|---|---|---|---|---|---|---|---|---|
| Land | 213 | 6 | (1) | 32 | 250 | |||
| Buildings (civil and industrial) | 488 | 79 | (36) | (2) | 59 | 588 | ||
| Plant and equipment | 12,049 | 2,013 | (2,229) | (7) | (217) | 487 | 12,096 | |
| Manufacturing and distribution equipment |
36 | 8 | (14) | 1 | 31 | |||
| Other | 376 | 94 | (162) | (2) | (13) | 65 | 358 | |
| Construction in progress and advance payments |
1,054 | 488 | (4) | (21) | (589) | 928 | ||
| Total | 14,216 | 2,688 | (2,441) | − | (13) | (254) | 55 | 14,251 |
Land comprises both built-up land and available land and is not subject to depreciation. The figure for December 31, 2018 refers primarily to TIM S.p.A. (209 million euros).
Buildings (civil and industrial) almost exclusively includes buildings for industrial use hosting telephone exchanges, or for office use and light constructions. The figure for December 31, 2018 referred primarily to TIM S.p.A. (555 million euros). It is noted that in the course of 2018, as part of the project to rationalize industrial and office space in progress, during the year the Parent signed an agreement with a primary real estate firm that entailed the acquisition of owned property previously leased and the release of other properties no longer considered strategic; the transaction entailed a 69 million-euro net investment for a financial disbursement of 158 million euros and the reclassification of the residual value of assets owned in leased property and of the improvements introduced to owned buildings.
Plant and equipment includes the technological infrastructure used for the functioning of voice and data telephone traffic. The figure at December 31, 2018 was mainly attributable to TIM S.p.A. (9,162 million euros) and to companies of the Brazil Business Unit (1,947 million euros).
Manufacturing and distribution equipment consists of instruments and equipment used for the operation and maintenance of plant and equipment and refers mainly to TIM S.p.A..
The item Other mainly consists of hardware for the functioning of the Data Center and for work stations, furniture and fixtures and, to a minimal extent, transport vehicles and office machines.
Construction in progress and advance payments refer to the internal and external costs incurred for the acquisition and internal production of tangible assets, which are not yet in use.
Capital expenditures in 2018 decreased by 570 million euros compared to the previous year, driven mainly by a greater selectivity in capex dedicated to network infrastructure, and include 322 million euros of internally generated assets (354 million euros in 2017); Further details are provided in the Note "Internally generated assets".
Depreciation, impairment losses and reversals have been recorded in the income statement as components of EBIT.
Depreciation for the years 2018 and 2017 was calculated on a straight-line basis over the estimated useful lives of the assets according to the following minimum and maximum rates:
| Buildings (civil and industrial) | 2–5.55% |
|---|---|
| Plant and equipment | 3–50% |
| Manufacturing and distribution equipment | 20% |
| Other | 10–50% |
The gross carrying amount, accumulated impairment losses and accumulated depreciation at December 31, 2018 and 2017 can be summarized as follows:
| 12/31/2017 | |||||
|---|---|---|---|---|---|
| (millions of euros) | Gross carrying amount |
Accumulated impairment losses |
Accumulated depreciation |
Net carrying amount |
|
| Land | 218 | (5) | 213 | ||
| Buildings (civil and industrial) | 1,717 | − | (1,229) | 488 | |
| Plant and equipment | 68,964 | (62) | (56,853) | 12,049 | |
| Manufacturing and distribution equipment | 310 | (1) | (273) | 36 | |
| Other | 3,988 | (2) | (3,610) | 376 | |
| Construction in progress and advance payments | 1,054 | − | 1,054 | ||
| Total | 76,251 | (70) | (61,965) | 14,216 |
| 12/31/2018 | ||||
|---|---|---|---|---|
| (millions of euros) | Gross carrying amount |
Accumulated impairment losses |
Accumulated depreciation |
Net carrying amount |
| Land | 253 | (3) | 250 | |
| Buildings (civil and industrial) | 1,862 | − | (1,274) | 588 |
| Plant and equipment | 70,525 | (62) | (58,367) | 12,096 |
| Manufacturing and distribution equipment | 318 | (1) | (286) | 31 |
| Other | 3,885 | (2) | (3,525) | 358 |
| Construction in progress and advance payments | 928 | − | 928 | |
| Total | 77,771 | (68) | (63,452) | 14,251 |
Impairment losses on "Plant and equipment", mainly relating to years prior to 2004, refer to the Telecom Italia Sparkle group.
With regard to the gross carrying amounts of tangible assets, in 2018 TIM S.p.A. carried out disposals for a total amount of 431 million euros, mainly in relation to fully depreciated assets. Disposals mainly involved plant and equipment for around 288 million euros, consequently, where present, the accumulated impairment losses and the accumulated depreciation related to them were also canceled.
Assets held under finance leases decreased by 436 million euros compared to December 31, 2017. The breakdown and movements are as follows.
| (millions of euros) | 12/31/2016 | Capital expenditures |
Increases in finance leasing contracts |
Depreciation and amortization |
Exchange differences |
Other changes |
12/31/2017 |
|---|---|---|---|---|---|---|---|
| Land under lease | 16 | 16 | |||||
| Buildings (civil and industrial) | 1,835 | 47 | 2 | (130) | 14 | 1,768 | |
| Plant and equipment | 365 | 72 | 14 | (21) | (43) | (34) | 353 |
| Other | 125 | 52 | (29) | (1) | (9) | 138 | |
| Construction in progress and advance payments |
72 | 32 | (48) | 56 | |||
| Total | 2,413 | 151 | 68 | (180) | (44) | (77) | 2,331 |
| (millions of euros) | 12/31/2017 | Capital expenditures |
Increases in finance leasing contracts |
Depreciation and amortization |
Exchange differences |
Other changes |
12/31/2018 |
| Land under lease | 16 | 16 | |||||
| Buildings (civil and industrial) | 1,768 | 32 | 12 | (159) | − | (288) | 1,365 |
| Plant and equipment | 353 | 9 | 6 | (18) | (26) | (22) | 302 |
| Other | 138 | 52 | (38) | (1) | (3) | 148 | |
| Construction in progress and advance payments |
56 | 32 | (24) | 64 |
Additions in 2018 referred to TIM S.p.A. and consisted mainly of the acquisition of IRU transmission capacity, in view of the payment at the beginning of the contract, and improvements and incremental expenses incurred for movable and immovable third-party assets used on the basis of finance lease agreements.
Total 2,331 73 70 (215) (27) (337) 1,895
The increases in finance leasing contracts refers mainly to TIM S.p.A. (58 million euros) and only on a residual basis to the Brazil Business Unit.
Buildings (civil and industrial) includes buildings under finance lease and related building adaptations, fully attributable to TIM S.p.A. The net decrease of 288 million euros ("Other changes" column) reflects 215 million euros for the real estate restructuring and rationalization plan, under which office space and industrial premises will be progressively released, with consequent updates to the estimated life of the renegotiated leases, as the renewal option on some longer-term leases is unlikely to be exercised. Moreover, several properties previously leased were acquired under ownership following the aforementioned real estate space rationalization agreement, resulting in reclassification to owned buildings for a total of 82 million euros (71 million euros for buildings and 11 million euros for improvements).
Plant and equipment mainly includes the recognition of the value of the telecommunications towers sold by the Tim Brasil group to American Tower do Brasil and subsequently repurchased in the form of finance lease. The additions in 2018 related to the progress on the contract for the acquisition of IRU transmission capacity by the Parent.
Other rose by 10 million euros over December 31, 2017 and reflected the effects resulting from recognition, by the Domestic Business Unit of different leases on vehicles as finance leases based on the provisions of IAS 17. This resulted in an overall impact on the balance sheet at December 31, 2018 of 49 million euros in terms of higher tangible assets and related payables for finance leases.
Depreciation and impairment losses have been recorded in the income statement as components of EBIT.
The gross carrying amount, accumulated impairment losses and accumulated depreciation at December 31, 2018 and 2017 can be summarized as follows:
| 12/31/2017 | ||||||
|---|---|---|---|---|---|---|
| (millions of euros) | Gross carrying amount |
Accumulated impairment losses |
Accumulated depreciation |
Net carrying amount |
||
| Land under lease | 16 | 16 | ||||
| Buildings (civil and industrial) | 3,391 | (27) | (1,596) | 1,768 | ||
| Plant and equipment | 397 | (44) | 353 | |||
| Other | 200 | (62) | 138 | |||
| Construction in progress and advance payments | 56 | 56 | ||||
| Total | 4,060 | (27) | (1,702) | 2,331 |
| 12/31/2018 | ||||
|---|---|---|---|---|
| (millions of euros) | Gross carrying amount |
Accumulated impairment losses |
Accumulated depreciation |
Net carrying amount |
| Land under lease | 16 | 16 | ||
| Buildings (civil and industrial) | 2,792 | (13) | (1,414) | 1,365 |
| Plant and equipment | 370 | (68) | 302 | |
| Other | 243 | (95) | 148 | |
| Construction in progress and advance payments | 64 | 64 | ||
| Total | 3,485 | (13) | (1,577) | 1,895 |
At December 31, 2018 and 2017, finance lease payments due in future years and their present value are as follows:
| 12/31/2018 | 12/31/2017 | |||
|---|---|---|---|---|
| (millions of euros) | Minimum lease payments |
Present value of minimum lease payments |
Minimum lease payments |
Present value of minimum lease payments |
| Within 1 year | 227 | 210 | 271 | 234 |
| From 2 to 5 years after the end of the reporting period |
993 | 782 | 1,031 | 691 |
| Beyond 5 years after the end of the reporting period |
1,745 | 831 | 2,878 | 1,391 |
| Total | 2,965 | 1,823 | 4,180 | 2,316 |
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Future net minimum lease payments | 2,965 | 4,180 |
| Interest portion | (1,142) | (1,864) |
| Present value of lease payments | 1,823 | 2,316 |
| Finance lease liabilities | 1,948 | 2,430 |
| Financial receivables for lease contracts | (124) | (114) |
| Total net finance lease liabilities | 1,823 | 2,316 |
At December 31, 2018, adjustments to lease payments based on the ISTAT price index totaled 13 million euros (13 million euros at December 31, 2017) and related to TIM S.p.A..
Investments in associates and joint ventures accounted for using the equity method are reported below in detail:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Tiglio I | 5 | 7 |
| NordCom | 5 | 5 |
| W.A.Y. | 3 | 3 |
| Other | 3 | 2 |
| Total Associates | 16 | 17 |
| Alfiere | − | − |
| Total Joint Ventures | − | − |
| Total investments accounted for using the equity method | 16 | 17 |
The changes in this item are broken down as follows:
| (millions of euros) | 12/31/2016 | Capital expenditures |
Disposals and reimbursements of capital |
Valuation using equity method |
12/31/2017 |
|---|---|---|---|---|---|
| Tiglio I | 8 | (1) | 7 | ||
| Nordcom | 5 | 5 | |||
| W.A.Y. | 3 | 3 | |||
| Other | 2 | 2 | |||
| Total Associates | 18 | − | − | (1) | 17 |
| Alfiere | − | − | |||
| Total Joint Ventures | − | − | − | − | − |
| Total investments accounted for using the equity method |
18 | − | − | (1) | 17 |
| (millions of euros) | 12/31/2017 | Capital expenditures |
Disposals and reimbursements of capital |
Valuation using equity method |
12/31/2018 |
|---|---|---|---|---|---|
| Tiglio I | 7 | (2) | 5 | ||
| Nordcom | 5 | 5 | |||
| W.A.Y. | 3 | 3 | |||
| Other | 2 | 1 | 3 | ||
| Total Associates | 17 | − | − | (1) | 16 |
| Alfiere | − | − | |||
| Total Joint Ventures | − | − | − | − | − |
| Total investments accounted for using the equity method |
17 | − | − | (1) | 16 |
The item joint ventures related to the investment in Alfiere S.p.A., a company that owns several buildings in the EUR area in Rome, whose value was essentially written down to nil in 2016.
The financial statements as at December 31, 2018 of Alfiere S.p.A. are currently not available. The main aggregated figures prepared with regard to the portion attributable to the TIM Group show amounts referring to the financial statements for 2017.
| 2017 | |||
|---|---|---|---|
| (millions of euros) | Alfiere S.p.A. | TIM Group portion (50%) |
|
| Non-current assets | 156.6 | 78.3 | |
| Current assets | 3.5 | 1.8 | |
| Total Assets | 160.1 | 80.1 | |
| Non-current liabilities | 142.9 | 71.5 | |
| Current liabilities | 13.6 | 6.8 | |
| Total Liabilities | 156.5 | 78.3 | |
| Equity | 3.6 | 1.8 | |
| Total Liabilities and Equity | 160.1 | 80.1 | |
| Profit (loss) for the year | (5.7) | (2.9) |
The list of investments accounted for using the equity method is presented in the Note "List of companies of the TIM Group".
Investments in associates accounted for using the equity method of the TIM Group are not material either individually or in aggregate form.
The TIM Group does not hold investments in structured entities.
| (millions of euros) | 12/31/2016 | Capital expenditures |
Disposals and reimbursements of capital |
Recognition with the fair value method |
Other changes | 12/31/2017 |
|---|---|---|---|---|---|---|
| Assicurazioni Generali | 2 | 1 | 3 | |||
| Fin.Priv. | 17 | 3 | 20 | |||
| Northgate Comms Tech Innovations Partners L.P. |
14 | 3 | 17 | |||
| Other | 13 | (2) | 11 | |||
| Total | 46 | 3 | − | 4 | (2) | 51 |
| (millions of euros) | 12/31/2017 | IFRS 9 adoption |
Capital expenditures |
Disposals and reimburseme nts of capital |
Valuation at fair value |
Other changes |
12/31/2018 |
|---|---|---|---|---|---|---|---|
| Assicurazioni Generali | 3 | 3 | |||||
| Fin.Priv. | 20 | (4) | 16 | ||||
| Northgate Comms Tech Innovations Partners L.P. |
17 | (3) | 2 | 16 | |||
| Other | 11 | 3 | 1 | (1) | 14 | ||
| Total | 51 | − | 3 | (1) | (4) | − | 49 |
As permitted by IFRS 9, TIM now measures all Other Investments at fair value through other comprehensive income (FVTOCI).
Further details on Financial Instruments are provided in the Note "Supplementary disclosure on financial instruments".
Financial assets (non-current and current) were broken down as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 | |
|---|---|---|---|
| Non-current financial assets | |||
| Securities, financial receivables and other non-current financial assets | |||
| Securities other than investments | − | − | |
| Receivables from employees | 43 | 47 | |
| Financial receivables for lease contracts | 54 | 69 | |
| Hedging derivatives relating to hedged items classified as non-current assets/liabilities of a financial nature |
1,490 | 1,495 | |
| Non-hedging derivatives | 7 | 7 | |
| Other financial receivables | − | 150 | |
| Total non-current financial assets | (a) | 1,594 | 1,768 |
| Current financial assets | |||
| Securities other than investments | |||
| Held for trading | − | ||
| Held-to-maturity | − | ||
| Available-for-sale | 993 | ||
| Measured at amortized cost (AC) | − | ||
| Measured at fair value through other comprehensive income (FVTOCI) | 945 | ||
| Measured at fair value through profit or loss (FVTPL) | 181 | ||
| 1,126 | 993 | ||
| Financial receivables and other current financial assets | |||
| Liquid assets with banks, financial institutions and post offices (with maturity over 3 months) |
− | 100 | |
| Receivables from employees | 14 | 16 | |
| Financial receivables for lease contracts | 70 | 45 | |
| Hedging derivatives relating to hedged items classified as current assets/liabilities of a financial nature |
242 | 260 | |
| Non-hedging derivatives | 12 | 15 | |
| Other short-term financial receivables | 2 | 1 | |
| 340 | 437 | ||
| Cash and cash equivalents | 1,917 | 3,575 | |
| Total current financial assets | (b) | 3,383 | 5,005 |
| Financial assets relating to Discontinued operations/Non-current assets held for sale |
(c) | − | − |
| Total non-current and current financial assets | (a+b+c) | 4,977 | 6,773 |
Further details on Financial Instruments are provided in the Note "Supplementary disclosure on financial instruments".
Hedging derivatives relating to hedged items classified as non-current assets/liabilities of a financial nature mainly refer to the mark-to-market spot valuation component of the hedging derivatives, whereas hedging derivatives relating to hedged items classified as current assets/liabilities of a financial nature also include accrued income on derivative contracts.
The Non-hedging derivatives consist of the mark-to-market component of the non-hedging derivatives of the Brazil Business Unit.
Further details are provided in the Note "Derivatives".
Securities other than investments included in current financial assets relate to:
Further details are provided in the Note "Accounting standards".
Cash and cash equivalents fell by 1,658 million euros compared to December 31, 2017. The figure breaks down as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Liquid assets with banks, financial institutions and post offices | 1,694 | 2,828 |
| Checks, cash and other receivables and deposits for cash flexibility | 1 | 2 |
| Securities other than investments (due within 3 months) | 222 | 745 |
| Total | 1,917 | 3,575 |
The different technical forms of investing available cash at December 31, 2018 had the following characteristics:
Securities other than investments (due within 3 months) included 221 million euros (744 million euros at December 31, 2017) of Brazilian bank certificates of deposit (Certificado de Depósito Bancário) held by the Brazil Business Unit with premier local banking and financial institutions.
Miscellaneous receivables and other noncurrent assets fell by 131 million euros compared to December 31, 2017. The figure breaks down as follows.
| (millions of euros) | 12/31/2018 | of which Financial Instruments |
12/31/2017 | of which Financial Instruments |
|---|---|---|---|---|
| Miscellaneous receivables (non-current) (a) |
697 | 326 | 704 | 371 |
| Other non-current assets | ||||
| Deferred contract costs | 1,531 | |||
| Other cost deferrals | 63 | |||
| Medium/long-term prepaid expenses | 1,718 | |||
| (b) | 1,594 | 1,718 | ||
| Total (a+b) |
2,291 | 326 | 2,422 | 371 |
Further details on Financial Instruments are provided in the Note "Supplementary disclosure on financial instruments".
The impacts caused by the adoption of IFRS 15 are summarized below:
| (millions of euros) | 12/31/2017 | Adoption of new standards | 1/1/2018 | ||
|---|---|---|---|---|---|
| IFRS 15 reclassifications |
IFRS 15 adjustments |
||||
| Miscellaneous receivables (non-current) | (a) | 704 | 704 | ||
| Other non-current assets | |||||
| Deferred contract costs | − | 1,714 | (319) | 1,395 | |
| Other cost deferrals | − | 54 | − | 54 | |
| Medium/long-term prepaid expenses | 1,718 | (1,718) | − | − | |
| (b) | 1,718 | 50 | (319) | 1,449 | |
| Total | (a+b) | 2,422 | 50 | (319) | 2,153 |
For more detailed information on the impacts caused by the adoption of IFRS 15, please refer to the Note "Accounting Standards".
Miscellaneous receivables (non-current) amounted to 697 million euros (704 million euros at December 31, 2017), mainly refer to the Brazil Business Unit (646 million euros); 651 million euros at December 31, 2017). They were related to receivables for court deposits of 307 million euros (349 million euros at December 31, 2017) and current income tax receivables of 88 million euros (96 million euros at December 31, 2017).
Other non-current assets amounted to 1,594 million euros (1,718 million euros at December 31, 2017). They mainly break down as follows:
Deferred contract costs totaling 1,531 million euros, relating to the deferral of costs connected with the activation and acquisition of new contracts with customers, classified at December 31, 2017 as Medium/long-term prepaid expenses.
Under previous accounting policies, contract costs (incremental costs of obtaining a contract and costs to fulfill a contract) were capitalized or deferred and recognized in the income statement on the basis of the expected duration of the contract and the type of customer.
That approach is substantially confirmed under IFRS 15, with the exception of the reclassification of subscriber acquisition costs (SACs) connected to contracts with lock-in clauses from intangible assets, equal, at January 1, 2018, to 110 million euros (of which 50 million euros medium/long-term). Activation costs for telephone services are deferred throughout the expected life of the relationship with the customer, taking also into account the reasonable expectations of cash flows arising from these services. The average expected duration at December 31, 2018 was 3 years for mobile business and 7 years for fixed business.
The breakdown of the total deferred contract costs (non-current and current) at December 31, 2018 is provided below with details of the acquisition costs and costs for executing contracts, as well as their movements during the year:
| (millions of euros) | 12/31/2018 |
|---|---|
| Deferred contract costs | |
| Costs of obtaining a contract | 1,132 |
| Costs to fulfill a contract | 1,033 |
| Total | 2,165 |
| (millions of euros) | 1/1/2018 | Increase | Release to income statement |
Exchange differences and other changes |
12/31/2018 |
|---|---|---|---|---|---|
| Costs of obtaining a contract | 1,031 | 473 | (367) | (5) | 1,132 |
| Costs to fulfill a contract | 905 | 348 | (220) | − | 1,033 |
| Total | 1,936 | 821 | (587) | (5) | 2,165 |
Non-current and current income tax receivables at December 31, 2018 amounted to 339 million euros (173 million euros at December 31, 2017).
Specifically, they consisted of:
The net balance of 944 million euros at December 31, 2018 (728 million euros at December 31, 2017) breaks down as follows.
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Deferred tax assets | 1,136 | 993 |
| Deferred tax liabilities | (192) | (265) |
| Total | 944 | 728 |
Deferred tax assets mainly consisted of 917 million euros for the Domestic Business Unit (939 million euros at December 31, 2017) and 177 million euros for the Brazil Business Unit. Compared to December 31, 2017, they rose basically following the recognition of deferred tax assets of around 200 million euros, connected with tax recoverability of prior losses recorded in previous years that became recoverable based on the perspective of profits, of the Brazil Business Unit companies.
Deferred tax liabilities mainly consisted of 155 million euros for Telecom Italia Capital (174 million euros at December 31, 2017) and 25 million euros for the Domestic Business Unit (54 million euros at December 31, 2017).
Since the presentation of deferred tax assets and liabilities in the financial statements takes into account the offsets by legal entity when applicable, the composition of the gross amounts before offsets is presented below:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Deferred tax assets | 1,592 | 1,429 |
| Deferred tax liabilities | (648) | (701) |
| Total | 944 | 728 |
The temporary differences which made up this line item at December 31, 2018 and 2017, as well as the movements during 2018 were as follows:
| (millions of euros) | 12/31/2017 | IFRS 9 adoption |
IFRS 15 adoption |
Recognized in profit or loss |
Recognized in equity |
Change in scope of consolidation and other changes |
12/31/2018 |
|---|---|---|---|---|---|---|---|
| Deferred tax assets: | |||||||
| Tax loss carryforwards | 32 | 181 | (8) | 205 | |||
| Derivatives | 589 | (7) | (9) | 573 | |||
| Provision for bad debts | 142 | 27 | 11 | 6 | 186 | ||
| Provisions | 452 | (12) | (8) | 432 | |||
| Taxed depreciation and amortization | 106 | 8 | 114 | ||||
| Other deferred tax assets | 108 | (23) | (5) | 2 | 82 | ||
| Total | 1,429 | 27 | − | 158 | (14) | (8) | 1,592 |
| Deferred tax liabilities: | |||||||
| Derivatives | (422) | (1) | 2 | (421) | |||
| Business combinations - for step-up of net assets in excess of tax basis |
(131) | 4 | 13 | (114) | |||
| Deferred gains | (2) | 2 | − | ||||
| Accelerated depreciation | (14) | (14) | |||||
| Other deferred tax liabilities | (132) | 11 | (8) | 35 | (5) | (99) | |
| Total | (701) | 11 | (8) | 38 | 4 | 8 | (648) |
| Total Net deferred tax assets (liabilities) |
728 | 38 | (8) | 196 | (10) | − | 944 |
The expirations of deferred tax assets and deferred tax liabilities at December 31, 2018 were as follows:
| (millions of euros) | Within 1 year | Beyond 1 year | Total at 12/31/2018 |
|---|---|---|---|
| Deferred tax assets | 383 | 1,209 | 1,592 |
| Deferred tax liabilities | (18) | (630) | (648) |
| Total Net deferred tax assets (liabilities) | 365 | 579 | 944 |
At December 31, 2018, the TIM Group had unused tax loss carryforwards of 2,163 million euros, mainly relating to the Brazil Business Unit and the company Telecom Italia Finance, with the following expiration dates:
| Year of expiration | (millions of euros) |
|---|---|
| 2019 | − |
| 2020 | − |
| 2021 | − |
| 2022 | 1 |
| 2023 | − |
| Expiration after 2023 | 39 |
| Without expiration | 2,123 |
| Total unused tax loss carryforwards | 2,163 |
Unused tax loss carryforwards considered in the calculation of deferred tax assets amounted to 609 million euros at December 31, 2018 (91 million euros at December 31, 2017) and mainly referred to the Brazil Business Unit. Deferred tax assets were recognized as it was considered probable that taxable income will be available in the future against which the tax losses can be utilized.
On the other hand, deferred tax assets of 406 million euros (647 million euros at December 31, 2017) were not recognized on 1,554 million euros of tax loss carryforwards since, at the reporting date, their recoverability was not considered probable.
At December 31, 2018, deferred tax liabilities were not recognized on approximately 1 billion euros of taxsuspended reserves and undistributed earnings of subsidiaries, because the TIM Group is in a position to control the timing of the distribution of those reserves and it is probable that those accumulated earnings will not be distributed in the foreseeable future. The contingent liabilities relating to taxes that should be recognized, if these reserves are distributed, are in any case not significant.
Income tax payables amounted to 109 million euros (157 million euros at December 31, 2017). They break down as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Income tax payables: | ||
| non-current | 42 | 45 |
| current | 67 | 112 |
| Total | 109 | 157 |
Specifically, the non-current portion, amounting to 42 million euros, related entirely to the Brazil Business Unit, while the current portion, amounting to 67 million euros, related primarily to both the Brazil Business Unit (42 million euros) and to the Domestic Business Unit (18 million euros).
Income tax expense totaled 375 million euros, dropping by 115 million euros compared to 2017 (490 million euros), mainly because of the recognition of deferred tax assets of the Brazil Business Unit (about 200 million euros) connected with tax recoverability of prior losses recognized in the previous years, becoming recoverable based on the perspective of profits of the Business Unit companies. Income tax expense breaks down as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Current taxes for the year | 547 | 646 |
| Net difference in prior year estimates | 24 | (6) |
| Total current taxes | 571 | 640 |
| Deferred taxes | (196) | (150) |
| Total taxes on continuing operations (a) |
375 | 490 |
| Total taxes on Discontinued operations/Non-current assets held for sale (b) |
− | − |
| Total income tax expense for the year (a+b) |
375 | 490 |
The reconciliation between the theoretical tax expense, using the IRES tax rate in force in Italy (24%), and the effective tax expense for the years ended December 31, 2018 and 2017 is as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Profit (loss) before tax from continuing operations | (777) | 1,777 |
| Theoretical income tax from continuing operations | (186) | 426 |
| Income tax effect on increases (decreases) in variations: | ||
| Tax losses of the year not considered recoverable | 9 | 3 |
| Tax losses from prior years not recoverable (recoverable) in future years |
(225) | (2) |
| Non-deductible write-down of goodwill | 621 | − |
| IRES taxes for previous years | 25 | (26) |
| Brazil: different rate compared to theoretical rate in force in Italy | 44 | 34 |
| Brazil: incentive on investments in the north-east of the country | (34) | (31) |
| Other net differences | (19) | (55) |
| Effective income tax recognized in income statement from continuing operations, excluding IRAP tax |
235 | 349 |
| IRAP tax | 140 | 141 |
| Total effective income tax recognized in income statement from continuing operations (a) |
375 | 490 |
| Effective income tax recognized in income statement from Discontinued operations/Non-current assets held for sale (b) |
− | − |
| Total effective income tax recognized in income statement (a)+(b) |
375 | 490 |
For the analysis of the tax burden related to the Profit (loss) before tax from continuing operations, the impact of IRAP tax has not been taken into consideration in order to avoid any distorting effect, since that tax only applies to Italian companies and is calculated on a tax base other than pre-tax profit.
Inventories increased by 99 million euros compared to December 31, 2017 and consisted of the following:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Raw materials and supplies | 1 | 1 |
| Work in progress and semifinished products | 1 | 3 |
| Finished goods | 387 | 286 |
| Total | 389 | 290 |
The inventories mainly consist of equipment and handsets for fixed and mobile telecommunications and relative accessories, as well as office products, special printers and gaming terminals.
Inventories mainly consisted of 348 million euros for the Domestic Business Unit (259 million euros at December 31, 2017) and 41 million euros for the Brazil Business Unit (31 million euros at December 31, 2017).
Inventories are stated net of a provision for bad debts amounting to 11 million euros (13 million euros at December 31, 2017).
Trade and miscellaneous receivables and other current assets fell by 253 million euros compared to December 31, 2017. The figure breaks down as follows.
| (millions of euros) | 12/31/2018 | of which Financial Instruments |
12/31/2017 | of which Financial Instruments |
|
|---|---|---|---|---|---|
| Amounts due on construction contracts | (a) 55 |
34 | |||
| Trade receivables | |||||
| Receivables from customers | 2,290 | 2,290 | 2,528 | 2,528 | |
| Receivables from other telecommunications operators |
1,037 | 1,037 | 972 | 972 | |
| (b) 3,327 |
3,327 | 3,500 | 3,500 | ||
| Miscellaneous receivables (current) | |||||
| Other receivables | (c) 424 |
125 | 645 | 154 | |
| Other current assets | |||||
| Contract assets | 46 | 46 | |||
| Deferred contract costs | 634 | ||||
| Other cost deferrals | 220 | ||||
| Trade and miscellaneous prepaid expenses | 780 | ||||
| (d) 900 |
46 | 780 | |||
| Total (a+b+c+d) |
4,706 | 3,498 | 4,959 | 3,654 |
Further details on Financial Instruments are provided in the Note "Supplementary disclosure on financial instruments".
The impacts caused by the adoption of IFRS 9 and IFRS 15 are summarized below:
| (millions of euros) | 12/31/2017 | Adoption of new standards | 1/1/2018 | |||
|---|---|---|---|---|---|---|
| IFRS 15 reclassifications |
IFRS 9 adjustments |
IFRS 15 adjustments |
||||
| Amounts due on construction contracts |
(a) | 34 | − | − | − | 34 |
| Trade receivables | ||||||
| Receivables from customers | 2,528 | − | (141) | − | 2,387 | |
| Receivables from other telecommunications operators |
972 | − | (6) | − | 966 | |
| (b) | 3,500 | − | (147) | − | 3,353 | |
| Miscellaneous receivables (current) |
||||||
| Other receivables | (c) | 645 | − | − | − | 645 |
| Other current assets | ||||||
| Contract assets | − | − | − | 35 | 35 | |
| Deferred contract costs | − | 594 | − | (53) | 541 | |
| Other cost deferrals | − | 246 | − | − | 246 | |
| Trade and miscellaneous prepaid expenses |
780 | (780) | − | − | − | |
| (d) | 780 | 60 | − | (18) | 822 | |
| Total | (a+b+c+d) | 4,959 | 60 | (147) | (18) | 4,854 |
For more detailed information on the impacts caused by the adoption of IFRS 9 and IFRS 15, please refer to the Note "Accounting Standards".
The analyses of the aging of Financial Instruments included in trade, miscellaneous and other current assets at December 31, 2018 and 2017 are provided below:
| overdue: | |||||||
|---|---|---|---|---|---|---|---|
| (millions of euros) | 12/31/2018 | Total current |
Total overdue |
0-90 days |
91-180 days |
181-365 days |
More than 365 days |
| Trade, miscellaneous and other current assets |
3,498 | 2,715 | 783 | 175 | 134 | 158 | 316 |
| overdue: | ||||||||
|---|---|---|---|---|---|---|---|---|
| (millions of euros) | 12/31/2017 | Total current |
Total overdue |
0-90 days |
91-180 days |
181-365 days |
More than 365 days |
|
| Trade, miscellaneous and other current assets |
3,654 | 2,781 | 873 | 300 | 178 | 188 | 207 |
Overdue receivables fell by 66 million euros compared to December 31, 2017. The main contributors to this decrease are TIM S.p.A. (73 million euros) and Olivetti S.p.A. (14 million euros), while for the Brazil Business Unit there was an increase of 25 million euros, net of a negative exchange rate effect for approximately 54 million euros.
Overdue receivables fell by 90 million euros compared to December 31, 2017 of which 62 million euros refer to TIM S.p.A.. The Brazil Business Unit also showed a drop, equal to 3 million euros and net of a negative exchange difference of approximately 15 million euros.
The growth of receivables overdue by more than 365 days is mainly attributable to the Parent's greater receivables with other telecommunications operators.
Trade receivables amounted to 3,327 million euros (3,500 million euros at December 31, 2017) and are stated net of the provision for bad debts of 769 million euros (597 million euros at December 31, 2017). They included 39 million euros (43 million euros at December 31, 2017) of medium/long-term receivables, principally in respect of agreements for the sale of Indefeasible Rights of Use (IRU).
Trade receivables mainly related to TIM S.p.A. (2,268 million euros) and to the Brazil Business Unit (669 million euros).
Movements in the provision for bad debts were as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| At January 1 | 597 | 648 |
| Effects of IFRS 9 adoption | 147 | |
| Provision charges to the income statement | 320 | 242 |
| Utilization and decreases | (281) | (278) |
| Exchange differences and other changes | (14) | (15) |
| At December 31 | 769 | 597 |
The application of the new standard IFRS 9 (Financial Instruments) resulted in the recognition at January 1, 2018 of 147 million euros of higher write-downs for expected credit losses on trade receivables, due to the introduction of the expected credit loss model as per IFRS 9, replacing the incurred loss model required by IAS 39.
Miscellaneous receivables (current) refer to other receivables amounting to 424 million euros (645 million euros at December 31, 2017) and were net of a provision for bad debts of 52 million euros (54 million euros at December 31, 2017). Details are as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Advances to suppliers | 24 | 69 |
| Receivables from employees | 11 | 12 |
| Tax receivables | 87 | 135 |
| Receivables for grants from the government and public entities | 91 | 207 |
| Sundry receivables | 211 | 222 |
| Total | 424 | 645 |
Tax receivables included, inter alia, 70 million euros relating to the Brazil Business Unit, largely with reference to local indirect taxes, and 3 million euros relating to the Domestic Business Unit, partly represented by tax return credits, other tax credits, and the VAT receivable on the purchase of cars and related accessories for which refunds were requested under Italian Decree Law 258/2006, converted with amendments by Italian Law 278/2006.
Receivables for grants from the government and public entities (91 million euros) referred mainly to the Ultra-Broadband-UBB and Broadband-BB projects. The grants are recognized to the income statement when the related plants become ready for use.
Sundry receivables mainly included:
Contract assets: the item, totaling 35 million euros, was introduced at January 1, 2018 in light of the adoption of IFRS 15 due to early recognition of revenues for those contracts including performance obligations with different recognition time schedules (such as bundled goods and services) in which the goods (recognized "at point in time") are sold at a discounted price or for those contracts that include a discount for a time period under the minimum contractual term. Contract Assets amounted to 46 million euros at December 31, 2018 and are stated net of the relevant provision of 3 million euros for bad debts. The increase of the year, due to early recognition of revenues with resulting recognition of the Contract Asset, is associated with
the recognition of bundle offers of goods and services entailing giving the customer a discount for a period less than the minimum contractual term (usually 6 or 12 months in 24-month contracts), and with the contractual amendments introduced following changes in pricing, for new subscribed services and discounts granted to customers.
Deferred contract costs amounted to 634 million euros and mainly refer to the deferral of costs connected with the activation and acquisition of new contracts with customers (which at December 31, 2017 were classified as Trade and miscellaneous prepaid expenses).
Under previous accounting policies, contract costs (incremental costs of obtaining a contract and costs to fulfill a contract) were capitalized or deferred and recognized in the income statement on the basis of the expected duration of the contract and the type of customer. That approach is substantially confirmed under IFRS 15, with the exception of the reclassification of subscriber acquisition costs (SACs) connected to contracts with lock-in clauses from intangible assets, equal, at January 1, 2018, to 110 million euros (of which 60 million euros short-term). Contract costs from the activation of the phone service are deferred throughout the expected life of the relationship with the customer, taking also into account the reasonable expectations of cash flows arising from these services. The average expected duration at December 31, 2018 was 3 years for mobile business and 7 years for fixed business.
For additional details on the deferred contract costs and their movement during the year, please refer to the Note "Miscellaneous receivables and other non-current assets".
Other cost deferrals relating:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Equity attributable to Owners of the Parent | 19,528 | 21,557 |
| Non-controlling interests | 2,219 | 2,226 |
| Total | 21,747 | 23,783 |
The composition of Equity attributable to owners of the Parent is the following:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Share capital | 11,587 | 11,587 |
| Additional paid-in capital | 2,094 | 2,094 |
| Other reserves and retained earnings (accumulated losses), including profit (loss) for the year |
5,847 | 7,876 |
| Reserve for financial assets measured at fair value through other comprehensive income (*) |
30 | 42 |
| Reserve for hedging instruments | (563) | (582) |
| Reserve for exchange differences on translating foreign operations | (1,340) | (955) |
| Reserve for remeasurements of employee defined benefit plans (IAS 19) |
(90) | (104) |
| Share of other profits (losses) of associates and joint ventures accounted for using the equity method |
− | − |
| Sundry reserves and retained earnings (accumulated losses), including profit (loss) for the year |
7,810 | 9,475 |
| Total | 19,528 | 21,557 |
(*) At December 31, 2017 the item included the "Reserve for available-for-sale financial assets".
Share Capital in 2018, amounting to 11,587 million euros, net of treasury shares of 90 million euros, showed no movement, as shown in the tables below:
| (number of shares) | at 12/31/2017 | Share issues | at 12/31/2018 | % of share capital |
|
|---|---|---|---|---|---|
| Ordinary shares issued | (a) | 15,203,122,583 | − | 15,203,122,583 | 71.61% |
| less: treasury shares | (b) | (163,754,388) | − | (163,754,388) | |
| Ordinary shares outstanding | (c) | 15,039,368,195 | − | 15,039,368,195 | |
| Savings shares issued and outstanding | (d) | 6,027,791,699 | − | 6,027,791,699 | 28.39% |
| Total TIM S.p.A. shares issued | (a+d) | 21,230,914,282 | − | 21,230,914,282 | 100.00% |
| Total TIM S.p.A. shares outstanding | (c+d) | 21,067,159,894 | − | 21,067,159,894 |
Reconciliation between the value of shares outstanding at December 31, 2017 and December 31, 2018
| (millions of euros) | Share capital at 12/31/2017 |
Change in share capital |
Share capital at 12/31/2018 |
|
|---|---|---|---|---|
| Ordinary shares issued | (a) | 8,362 | − | 8,362 |
| less: treasury shares | (b) | (90) | − | (90) |
| Ordinary shares outstanding | (c) | 8,272 | − | 8,272 |
| Savings shares issued and outstanding | (d) | 3,315 | − | 3,315 |
| Total TIM S.p.A. share capital issued | (a+d) | 11,677 | − | 11,677 |
| Total TIM S.p.A. share capital outstanding | (c+d) | 11,587 | − | 11,587 |
The total value of the ordinary treasury shares at December 31, 2018, amounting to 510 million euros, was recorded as follows: the part relating to accounting par value (90 million euros) was recognized as a deduction from share capital issued and the remaining part as a deduction from Other reserves and retained earnings (accumulated losses), including profit (loss) for the year.
The TIM S.p.A. ordinary and savings shares are listed respectively in Italy (FTSE index) and on the NYSE in the form of American Depositary Shares, each ADS corresponding to 10 shares of ordinary or savings shares, respectively, represented by American Depositary Receipts (ADRs) issued by JPMorgan Chase Bank.
In the shareholder resolutions passed to increase share capital against cash payments, the pre-emptive right can be excluded to the extent of a maximum of ten percent of the pre-existing share capital, on condition that the issue price corresponds to the market price of the shares and that this is confirmed in a specific report issued by the firm charged with the audit of the Company.
The Group sources itself with the capital necessary to fund its requirements for business development and operations; the sources of funds are found in a balanced mix of equity, permanently invested by the shareholders, and debt capital, to guarantee a balanced financial structure and minimize the total cost of capital, with a resulting advantage to all the stakeholders.
Debt capital is structured according to different maturities and currencies to ensure an adequate diversification of the sources of funding and an efficient access to external sources of financing (taking advantage of the best opportunities offered in the financial markets of the euro, U.S. dollar and Pound sterling areas to minimize costs), taking care to reduce the refinancing risk.
The remuneration of equity is proposed by the board of directors to the shareholders' meeting, which meets to approve the annual financial statements, based upon market trends and business performance, once all the other obligations are met, including debt servicing. Therefore, in order to guarantee an adequate remuneration of capital, safeguard company continuity and business development, the Group constantly monitors the change in debt levels in relation to equity, the level of net debt and the operating margin of industrial operations.
The rights of the TIM S.p.A. savings shares are indicated below:

available reserves. The distribution of available reserves for such payments excludes the application of the mechanism extending the right to the preferred dividend not paid through the distribution of profits for the following two years;
Additional paid-in capital, amounting to 2,094 million euros, was unchanged with respect to December 31, 2017.
Other reserves moved through the Statements of comprehensive income comprised:
Other sundry reserves and retained earnings (accumulated losses), including profit (loss) for the year, amounted to 7,810 million euros, showing a decrease of 1,665 million euros, as detailed below:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Adoption of IFRS 9 and IFRS 15 | (92) | − |
| Profit (loss) for the year attributable to Owners of the Parent | (1,411) | 1,121 |
| Dividends approved - TIM S.p.A. | (166) | (166) |
| Issue of equity instruments | 2 | (6) |
| Other changes | 2 | 9 |
| Change for the year in Sundry reserves and retained earnings (accumulated losses), including profit (loss) for the year |
(1,665) | 958 |
The dividends paid by TIM S.p.A., amounting to 166 million euros in 2018 and in 2017, relate to savings shares with a dividend per share of 0.0275 euros.
Non-controlling interests amounted to 2,219 million euros, mainly relating to companies belonging to the Brazil Business Unit (1,518 million euros) and the company Inwit (620 million euros), showing a drop of 7 million euros compared to December 31, 2017, as detailed below:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Adoption of IFRS 9 and IFRS 15 | (5) | − |
| Profit (loss) for the year attributable to Non-controlling interests | 259 | 166 |
| Group Company dividends paid to non-controlling shareholders | (115) | (64) |
| Changes in the Reserve for exchange differences on translating foreign operations | (169) | (236) |
| Other changes | 23 | 14 |
| Change for the year in Equity attributable to Non-controlling interests | (7) | (120) |
The dividends of Group companies to minority shareholders refer mainly to INWIT for 46 million euros (35 million euros in 2017) and the Brazil Business Unit for 66 million euros (25 million euros in 2017).
The Reserve for exchange differences on translating foreign operations attributable to non-controlling interests showed a negative balance of 640 million euros at December 31, 2018 (negative 471 million euros at December 31, 2017), relating entirely to exchange differences arising from the translation into euros of the financial statements of the companies belonging to the Brazil Business Unit.
Details of "Future potential changes in share capital" are presented in the Note "Earnings per share".
Non-current and current financial liabilities (gross financial debt) were broken down as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 | |
|---|---|---|---|
| Financial payables (medium/long-term): | |||
| Bonds | 16,686 | 18,119 | |
| Convertible bonds | 1,893 | 1,862 | |
| Amounts due to banks | 3,160 | 3,798 | |
| Other financial payables | 155 | 161 | |
| 21,894 | 23,940 | ||
| Finance lease liabilities (medium/long-term) | 1,740 | 2,249 | |
| Other financial liabilities (medium/long-term): | |||
| Hedging derivatives relating to hedged items classified as non-current assets/liabilities of a financial nature |
1,423 | 1,914 | |
| Non-hedging derivatives | 2 | 5 | |
| Other liabilities | − | − | |
| 1,425 | 1,919 | ||
| Total non-current financial liabilities | (a) | 25,059 | 28,108 |
| Financial payables (short-term): | |||
| Bonds | 2,912 | 2,215 | |
| Convertible bonds | 6 | 6 | |
| Amounts due to banks | 2,385 | 2,183 | |
| Other financial payables | 64 | 96 | |
| 5,367 | 4,500 | ||
| Finance lease liabilities (short-term) | 208 | 181 | |
| Other financial liabilities (short-term): | |||
| Hedging derivatives relating to hedged items classified as current assets/liabilities of a financial nature |
338 | 71 | |
| Non-hedging derivatives | − | 4 | |
| Other liabilities | − | − | |
| 338 | 75 | ||
| Total current financial liabilities | (b) | 5,913 | 4,756 |
| Financial liabilities directly associated with Discontinued operations/Non-current assets held for sale |
(c) | − | − |
| Total Financial liabilities (Gross financial debt) | (a+b+c) | 30,972 | 32,864 |
Further details on Financial Instruments are provided in the Note "Supplementary disclosure on financial instruments".
| 12/31/2018 | 12/31/2017 | ||||
|---|---|---|---|---|---|
| (millions of foreign currency) |
(millions of euros) | (millions of foreign currency) |
(millions of euros) | ||
| USD | 6,450 | 5,633 | 7,168 | 5,977 | |
| GBP | 1,267 | 1,416 | 1,266 | 1,427 | |
| BRL | 2,609 | 588 | 5,863 | 1,478 | |
| JPY | 20,033 | 159 | 20,031 | 148 | |
| EURO | 23,176 | 23,834 | |||
| Total | 30,972 | 32,864 |
The breakdown of gross financial debt by effective interest-rate bands applicable to the original currency is provided below, excluding the effect of any derivative hedging instruments:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Up to 2.5% | 5,173 | 5,005 |
| From 2.5% to 5% | 10,534 | 10,571 |
| From 5% to 7.5% | 10,130 | 11,265 |
| From 7.5% to 10% | 2,209 | 2,690 |
| Over 10% | 443 | 589 |
| Accruals/deferrals, MTM and derivatives | 2,483 | 2,744 |
| Total | 30,972 | 32,864 |
Following the use of derivative hedging instruments, on the other hand, the gross financial debt by nominal interest rate bracket is:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Up to 2.5% | 12,667 | 13,071 |
| From 2.5% to 5% | 7,881 | 6,631 |
| From 5% to 7.5% | 6,155 | 7,366 |
| From 7.5% to 10% | 1,343 | 1,849 |
| Over 10% | 443 | 1,203 |
| Accruals/deferrals, MTM and derivatives | 2,483 | 2,744 |
| Total | 30,972 | 32,864 |
The maturities of financial liabilities according to the expected nominal repayment amount, as defined by contract, are the following:
| maturing by 12/31 of the year: | |||||||
|---|---|---|---|---|---|---|---|
| (millions of euros) | 2019 | 2020 | 2021 | 2022 | 2023 | After 2023 |
Total |
| Bonds | 2,446 | 1,267 | 564 | 3,087 | 2,419 | 11,238 | 21,021 |
| Loans and other financial liabilities | 1,293 | 384 | 1,343 | 819 | 331 | 221 | 4,391 |
| Finance lease liabilities | 190 | 181 | 172 | 132 | 130 | 1,124 | 1,929 |
| Total | 3,929 | 1,832 | 2,079 | 4,038 | 2,880 | 12,583 | 27,341 |
| Current financial liabilities | 1,308 | − | − | − | − | − | 1,308 |
| Total | 5,237 | 1,832 | 2,079 | 4,038 | 2,880 | 12,583 | 28,649 |
The main components of financial liabilities are commented below.
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Non-current portion | 16,686 | 18,119 |
| Current portion | 2,912 | 2,215 |
| Total carrying amount | 19,598 | 20,334 |
| Fair value adjustment and measurements at amortized cost | (577) | (559) |
| Total nominal repayment amount | 19,021 | 19,775 |
The convertible bonds consist of the unsecured equity-linked bond for 2,000 million euros, with a coupon of 1.125%, issued by TIM S.p.A., convertible into newly-issued ordinary shares, maturing in 2022. This item was broken down as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Non-current portion | 1,893 | 1,862 |
| Current portion | 6 | 6 |
| Total carrying amount | 1,899 | 1,868 |
| Fair value adjustment and measurements at amortized cost | 101 | 132 |
| Total nominal repayment amount | 2,000 | 2,000 |
The nominal repayment amount of bonds and convertible bonds totaled 21,021 million euros, down by 754 million euros compared to December 31, 2017 (21,775 million euros) as a result of new issues, repayments and the exchange effect in 2018.
| Currency | Amount (millions) |
Nominal repayment amount (millions of euros) |
Coupon | Issue date Maturity date | Issue price (%) |
Market price at 12/31/18 (%) |
Market value at 12/31/18 (millions of euros) |
|
|---|---|---|---|---|---|---|---|---|
| Bonds issued by TIM S.p.A. | ||||||||
| Euro | 832.4 | 832.4 | 5.375% | 1/29/04 | 1/29/19 | 99.070 | 100.486 | 836 |
| GBP | 850 | 950.2 | 6.375% | 6/24/04 | 6/24/19 | 98.850 | 101.761 | 967 |
| Euro | 719.4 | 719.4 | 4.000% | 12/21/12 | 1/21/20 | 99.184 | 103.331 | 743 |
| Euro | 547.5 | 547.5 | 4.875% | 9/25/13 | 9/25/20 | 98.966 | 106.290 | 582 |
| Euro | 563.6 | 563.6 | 4.500% | 1/23/14 | 1/25/21 | 99.447 | 105.849 | 597 |
| Euro | (b) 202.7 | 202.7 | 6 month Euribor (base 365) | 1/1/02 | 1/1/22 | 100 | 100 | 203 |
| Euro | 883.9 | 883.9 | 5.250% | 2/10/10 | 2/10/22 | 99.295 | 108.430 | 958 |
| Euro | (c)2,000 | 2,000 | 1.125% | 3/26/15 | 3/26/22 | 100 | 93.934 | 1,879 |
| Euro | 1,000 | 1,000 | 3.250% | 1/16/15 | 1/16/23 | 99.446 | 102.010 | 1,020 |
| GBP | 375 | 419.2 | 5.875% | 5/19/06 | 5/19/23 | 99.622 | 104.518 | 438 |
| Euro | 1,000 | 1,000 | 2.500% | 1/19/17 | 7/19/23 | 99.288 | 98.417 | 984 |
| Euro | 750 | 750 | 3.625% | 1/20/16 | 1/19/24 | 99.632 | 103.328 | 775 |
| USD | 1,500 | 1,310 | 5.303% | 5/30/14 | 5/30/24 | 100 | 95.530 | 1,251 |
| Euro | 1,000 | 1,000 | 3.000% | 9/30/16 | 9/30/25 | 99.806 | 97.468 | 975 |
| Euro | 750 | 750 | 2.875% | 6/28/18 | 1/28/26 | 100 | 95.218 | 714 |
| Euro | 1,000 | 1,000 | 3.625% | 5/25/16 | 5/25/26 | 100 | 99.952 | 1,000 |
| Euro | 1,250 | 1,250 | 2.375% | 10/12/17 | 10/12/27 | 99.185 | 89.357 | 1,117 |
| Euro | 670 | 670 | 5.250% | 3/17/05 | 3/17/55 | 99.667 | 97.104 | 651 |
| Subtotal | 15,849 | 15,690 | ||||||
| Bonds issued by Telecom Italia Finance S.A. and guaranteed by TIM S.p.A. | ||||||||
| Euro | 1,015 | 1,015 | 7.750% | 1/24/03 | 1/24/33 | (a) 109.646 | 125.429 | 1,273 |
| Subtotal | 1,015 | 1,273 | ||||||
| Bonds issued by Telecom Italia Capital S.A. and guaranteed by TIM S.p.A. | ||||||||
| USD | (d) 759.7 | 663.4 | 7.175% | 6/18/09 | 6/18/19 | 100 | 101.358 | 672 |
| USD | 1,000 | 873.4 | 6.375% | 10/29/03 | 11/15/33 | 99.558 | 90.113 | 787 |
| USD | 1,000 | 873.4 | 6.000% | 10/6/04 | 9/30/34 | 99.081 | 87.489 | 764 |
| USD | 1,000 | 873.4 | 7.200% | 7/18/06 | 7/18/36 | 99.440 | 96.061 | 839 |
| USD | 1,000 | 873.4 | 7.721% | 6/4/08 | 6/4/38 | 100 | 99.471 | 869 |
| Subtotal | 4,157 | 3,931 | ||||||
| Total | 21,021 | 20,894 |
The following table lists the bonds issued by companies of the TIM Group, by issuing company, expressed at the nominal repayment amount, net of bond repurchases, and also at market value:
(a) Weighted average issue price for bonds issued with more than one tranche.
(b) Reserved for employees.
(c) Bond convertible into newly-issued TIM S.p.A. ordinary treasury shares.
(d) Net of the securities bought back by TIM S.p.A. on July 20, 2015.
The regulations and the Offering Circulars relating to the bonds of the TIM Group are available on the corporate website www.telecomitalia.com.
The following table lists the changes in bonds during 2018:
| New issues | |||
|---|---|---|---|
| (millions of original currency) | Currency | Amount | Issue date |
| Telecom Italia S.p.A. 750 million euros 2.875% (1/28/2026) | Euro | 750 | 6/28/2018 |
| (millions of original currency) | Currency | Amount | Repayment date |
|---|---|---|---|
| Telecom Italia S.p.A. 593 million euros 4.750% (1) | Euro | 593 | 5/25/2018 |
| Telecom Italia S.p.A. 677 million US dollars 6.999% (2) | USD | 677 | 6/4/2018 |
| Telecom Italia S.p.A. 582 million euros 6.125% (3) | Euro | 582 | 12/14/2018 |
(1) Net of buy-backs totaling 157 million euros made by the company in 2015.
(2) Net of the securities bought back by TIM S.p.A. (323 million USD) on July 20, 2015.
(3) Net of buy-backs totaling 168 million euros made by the company in 2015.
Medium/long-term amounts due to banks, totaling 3,160 million euros (3,798 million euros at December 31, 2017), fell by 638 million euros, due to the exercise of the early repayment option of the bilateral term loan in place at the end of 2017. Short-term amounts due to banks totaled 2,385 million euros (2,183 million euros at December 31, 2017) and included 1,137 million euros of the current portion of medium/long-term amounts due to banks. In addition, Telecom Italia Finance S.A. has repurchase agreements on government and corporate securities for 545 million euros maturing in the first quarter of 2019.
Medium/long-term other financial payables totaled 155 million euros (161 million euros at December 31, 2017) and refer to the Telecom Italia Finance S.A. loan for JPY 20,000 million, maturing in 2029. Short-term other financial payables amounted to 64 million euros (96 million euros at December 31, 2017) and included 2 million euros of the current portion of medium/long-term other financial payables.
Medium/long-term finance lease liabilities totaled 1,740 million euros (2,249 million euros at December 31, 2017) and mainly related to property leases recognized under IAS 17 using the financial method. Short-term finance lease liabilities amounted to 208 million euros (181 million euros at December 31, 2017) and referred to the current portion of medium/long-term finance lease liabilities. Following the start of the real estate rationalization plan by TIM S.p.A. currently underway and the consequent reconsideration of the likelihood of exercising the option of renewing the real-estate lease agreements at expiry, the liability and the value of the assets held under finance lease were written down by around 215 million euros. Moreover, during 2018, 46 million euros of higher debt for finance leases and higher tangible assets were posted, following the recognition of additional vehicle lease agreements in accordance with IAS 17.
Hedging derivatives relating to items classified as non-current liabilities of a financial nature amounted to 1,423 million euros (1,914 million euros at December 31, 2017). Hedging derivatives relating to items classified as current liabilities of a financial nature totaled 338 million euros (71 million euros at December 31, 2017).
Non-hedging derivatives classified under non-current financial liabilities totaled 2 million euros (5 million euros at December 31, 2017), whereas no non-hedging derivatives classified as current financial liabilities were recorded (4 million euros at December 31, 2017). These also include the measurement of derivatives which, although put into place for hedging purposes, do not possess the formal requisites to be considered as such under IFRS.
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(1) ; furthermore, the repayment of the bonds and the payment of interest are not covered by specific guarantees nor are there commitments provided relative 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.
(1) A change of control event can result in the early repayment of the convertible bond of TIM S.p.A., as further detailed below.
With regard to loans taken out by TIM S.p.A. with the European Investment Bank (EIB), at December 31, 2018, the nominal amount of outstanding loans amounted to 1,350 million euros, of which 800 million euros at direct risk and 550 million euros secured.
EIB loans not secured by bank guarantees for a nominal amount equal to 800 million euros are subject to the following covenants:
EIB loans secured by banks or entities approved by the EIB for a total nominal amount of 550 million euros, and direct risk loans are subject to the following covenants:
The loan agreements of TIM S.p.A. do not contain financial covenants (e.g. ratios such as Debt/EBITDA, EBITDA/Interests, 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 are also found in export credit loan agreements.
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.
In the documentation of the loans granted to certain companies of the Tim Brasil group, the companies must generally respect certain financial ratios (e.g. capitalization ratios, ratios for servicing debt and debt ratios) as well as the usual other covenants, under pain of a request for the early repayment of the loan.
Finally, as at December 31, 2018, no covenant, negative pledge or other clause relating to the debt position, had in any way been breached or violated.
The following table shows committed credit lines available at December 31, 2018.
| (billions of euros) | 12/31/2018 | 12/31/2017 | ||
|---|---|---|---|---|
| Approved | Drawdowns | Approved | Drawdowns | |
| Revolving Credit Facility – maturing May 2019 | - | - | 4.0 | - |
| Revolving Credit Facility – maturing March 2020 | - | - | 3.0 | - |
| Revolving Credit Facility – maturing January 2023 | 5.0 | - | - | - |
| Total | 5.0 | - | 7.0 | - |
On January 16, 2018, two syndicated Revolving Credit Facilities existing at December 31, 2017 were closed in advance and replaced by a new syndicated Revolving Credit Facility for a total of 5 billion euros, maturing on January 16, 2023, currently not drawn.
At December 31, 2018, TIM had bilateral Term Loans for 1,475 million euros and overdraft facilities for 250 million euros, drawn down for the full amount.
At December 31, 2018, the three rating agencies – Standard & Poor's, Moody's and Fitch Ratings – rated TIM as follows:
| Rating | Outlook | |
|---|---|---|
| STANDARD & POOR'S | BB+ | Stable |
| MOODY'S | Ba1 | Stable |
| FITCH RATINGS | BBB- | Negative |
The following table shows the net financial debt at December 31, 2018 and December 31, 2017, calculated in accordance with the criteria indicated in the "Recommendations for the Consistent Implementation of the European Commission Regulation on Prospectuses", issued on February 10, 2005 by the European Securities & Markets Authority (ESMA), and adopted by Consob.
For the purpose of determining such figure, the amount of financial liabilities has been adjusted by the effect of the relative hedging derivatives recorded in assets and the receivables arising from financial subleasing.
This table also shows the reconciliation of the net financial debt determined according to the criteria indicated by the ESMA and net financial debt calculated according to the criteria of the TIM Group.
| (millions of euros) | 12/31/2018 | 12/31/2017 | |
|---|---|---|---|
| Non-current financial liabilities | 25,059 | 28,108 | |
| Current financial liabilities | 5,913 | 4,756 | |
| Financial liabilities directly associated with Discontinued operations/Non-current assets held for sale |
− | − | |
| Total gross financial debt | (a) | 30,972 | 32,864 |
| Non-current financial assets (°) | |||
| Non-current financial receivables for lease contract | (54) | (69) | |
| Non-current hedging derivatives | (1,490) | (1,495) | |
| (b) | (1,544) | (1,564) | |
| Current financial assets | |||
| Securities other than investments | (1,126) | (993) | |
| Financial receivables and other current financial assets | (340) | (437) | |
| Cash and cash equivalents | (1,917) | (3,575) | |
| Financial assets relating to Discontinued operations/Non-current assets held for sale |
− | − | |
| (c) | (3,383) | (5,005) | |
| Net financial debt as per Consob communication DEM/6064293/2006 (ESMA) |
(d=a+b+c) | 26,045 | 26,295 |
| Non-current financial assets (°) | |||
| Securities other than investments | − | − | |
| Other financial receivables and other non-current financial assets | (50) | (204) | |
| (e) | (50) | (204) | |
| Net financial debt (*) | (f=d+e) | 25,995 | 26,091 |
| Reversal of fair value measurement of derivatives and related financial liabilities/assets |
(g) | (725) | (783) |
| Adjusted net financial debt | (f+g) | 25,270 | 25,308 |
(°) At December 31, 2018 and at December 31, 2017, "Non-current financial assets" (b+e) amounted to 1,594 million euros and
1,768 million euros, respectively. (*) For details of the effects of related party transactions on net financial debt, see the specific table in the Note "Related party transactions and direction and coordination activity".
The following additional disclosures are provided in accordance with IAS 7:
| Cash movements | Non-cash movements | |||||||
|---|---|---|---|---|---|---|---|---|
| (millions of euros) | 12/31/2017 | Receipts and/or issues |
Payments and/or reimbursements |
Differences exchange rates |
Fair value changes |
Other changes and reclassifications |
12/31/2018 | |
| Financial payables (medium/long-term): |
||||||||
| Bonds | 20,334 | 750 | (1,751) | 249 | 15 | 1 | 19,598 | |
| Convertible bonds | 1,868 | 31 | 1,899 | |||||
| Amounts due to banks | 5,080 | 1,705 | (2,425) | (86) | 23 | 4,297 | ||
| Other financial payables | 175 | (4) | 9 | (23) | 157 | |||
| (a) | 27,457 | 2,455 | (4,180) | 172 | 15 | 32 | 25,951 | |
| of which short-term | 3,517 | 4,057 | ||||||
| Finance lease liabilities (medium/long-term): |
2,430 | 91 | (246) | (42) | (285) | 1,948 | ||
| (b) | 2,430 | 91 | (246) | (42) | − | (285) | 1,948 | |
| of which short-term | 181 | 208 | ||||||
| Other financial liabilities (medium/long-term): |
||||||||
| Hedging derivative liabilities relating to hedged items classified as non-current assets/liabilities of a financial nature |
1,985 | (28) | (190) | (6) | 1,761 | |||
| Non-hedging derivative liabilities | 9 | (4) | (3) | 2 | ||||
| Other liabilities | − | − | ||||||
| (c) | 1,994 | − | − | (32) | (190) | (9) | 1,763 | |
| of which short-term | 75 | 262 | 9 | (8) | 338 | |||
| Financial payables (short-term): | ||||||||
| Amounts due to banks | 901 | 347 | 1,248 | |||||
| Other financial payables | 82 | (20) | 62 | |||||
| (d) | 983 | − | − | − | − | 327 | 1,310 | |
| Total Financial liabilities (Gross financial debt) |
||||||||
| (e=a+b+c+d) | 32,864 | 2,546 | (4,426) | 98 | (175) | 65 | 30,972 | |
| Hedging derivative receivables relating to hedged items classified as current and non current assets/liabilities of a |
||||||||
| financial nature | (f) | 1,755 | 89 | (115) | 3 | 1,732 | ||
| Non-hedging derivative receivables |
(g) | 22 | (1) | (2) | 19 | |||
| Total | (h=e-f-g) | 31,087 | 2,546 | (4,426) | 10 | (58) | 62 | 29,221 |
The value of the paid and collected interest expense reported in the Report on Operations takes into account the movements relating to transactions in CCIRS derivatives to hedge underlying assets in both the assets component (collections) and the liabilities component (payments) without netting the positions.
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Interest expense paid | (1,978) | (2,899) |
| Interest income received | 871 | 1,636 |
| Net total | (1,107) | (1,263) |
To consider the components of CCIRS derivatives as a single transaction, a representation is given with interest flows in and out shown net. This approach gives the following results:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Interest expense paid | (1,485) | (2,304) |
| Interest income received | 378 | 1,041 |
| Net total | (1,107) | (1,263) |
The TIM Group is exposed to the following financial risks in the ordinary course of its business operations:
These financial risks are managed by:
The policies for the management and the sensitivity analyses of the above financial risks by the TIM Group are described below.
The TIM Group is exposed to market risks, as a result of changes in interest rates and exchange rates, in the markets in which it operates or has bond issues, mainly in Europe, the United States, Great Britain and Latin America.
The financial risk management policies of the TIM Group are directed towards diversifying market risks, hedging exchange rate risk in full and minimizing interest rate exposure by an appropriate diversification of the portfolio, which is also achieved by using carefully selected derivative financial instruments.
The Group sets an optimum composition for the fixed-rate and variable-rate debt structure and uses derivative financial instruments to achieve that set composition. In consideration of the Group's operating activities, the optimum combination of medium/long-term non-current financial liabilities has been set, on the basis of the nominal amount, in the range 65%-75% for the fixed-rate component and 25%-35% for the variable-rate component.
In managing market risk, the Group has adopted Guidelines on "Management and control of financial risk" and mainly uses the following financial derivatives:
Derivative financial instruments are designated as fair value hedges for managing exchange rate and interest rate risk on instruments denominated in currencies other than euro and for managing interest rate risk on fixedrate loans. Derivative financial instruments are designated as cash flow hedges when the objective is to pre-set the exchange rate of future transactions and the interest rate.
All derivative financial instruments are entered into with banking and financial counterparties with at least a "BBB-" rating from Standard & Poor's or an equivalent rating, and an outlook that is not negative. The exposure to the various market risks can be measured by sensitivity analyses, as set forth in IFRS 7. This analysis illustrates the effects produced by a given and assumed change in the levels of the relevant variables in the various reference markets (exchange rates, interest rates and prices) on finance income and expenses and, at times, directly on equity. The sensitivity analysis was performed based on the suppositions and assumptions indicated below:
At December 31, 2018 (and also at December 31, 2017), the exchange rate risk of the Group's loans denominated in currencies other than the functional currency of the consolidated financial statements was hedged in full. Accordingly, a sensitivity analysis was not performed on exchange risk.
The change in interest rates on the variable component of payables and liquidity may lead to higher or lower finance income and expenses, while the changes in the level of the expected interest rate affect the fair value measurement of the Group's derivatives. In particular:
As for the allocation of the financial structure between the fixed-rate component and the variable-rate component, for both financial assets and liabilities, reference should be made to the following tables. They show the nominal repayment/investment amount (insofar as that amount expresses the effective interest rate exposure of the Group) and, as far as financial assets are concerned, the intrinsic nature (financial characteristics and duration) of the transactions under consideration rather than just the stated contractual terms alone. Bearing that in mind, a transaction whose characteristics (short or very short time frame and frequent renewal) are such that the interest rate is periodically reset on the basis of market parameters, even though the contract does not call for re-fixing the interest rate (such as in the case of bank deposits), has been considered in the category of variable rate.
| 12/31/2018 | 12/31/2017 | |||||
|---|---|---|---|---|---|---|
| (millions of euros) | Fixed rate |
Variable rate |
Total | Fixed rate |
Variable rate |
Total |
| Bonds | 16,484 | 4,537 | 21,021 | 17,237 | 4,538 | 21,775 |
| Loans and other financial liabilities | 2,820 | 3,500 | 6,320 | 3,689 | 3,881 | 7,570 |
| Total non-current financial liabilities (including the current portion of medium/long-term financial liabilities) |
19,304 | 8,037 | 27,341 | 20,926 | 8,419 | 29,345 |
| Total current financial liabilities (*) | 857 | 451 | 1,308 | 282 | 700 | 982 |
| Total | 20,161 | 8,488 | 28,649 | 21,208 | 9,119 | 30,327 |
(*) At December 31, 2017, variable-rate current liabilities included 38 million euros of payables to other lenders for installments paid in advance, which are classified in this line item even though they are not correlated to a definite rate parameter.
| (millions of euros) | Fixed rate |
12/31/2018 Variable rate |
Total | 12/31/2017 Fixed Variable rate rate |
Total | |
|---|---|---|---|---|---|---|
| Cash and cash equivalents | − | 1,695 | 1,695 | − | 2,930 | 2,930 |
| Securities | 950 | 401 | 1,351 | 623 | 1,100 | 1,723 |
| Other receivables | 879 | 71 | 950 | 927 | 79 | 1,006 |
| Total | 1,829 | 2,167 | 3,996 | 1,550 | 4,109 | 5,659 |
With regard to variable-rate financial instruments, the contracts provide for revisions of the relative parameters to take place within the subsequent 12 months.
As to the effective interest rate, for the categories where that parameter can be determined, such parameter refers to the original transaction net of the effect of any derivative hedging instruments.
The disclosure, since it is provided by class of financial asset and liability, was determined, for purposes of calculating the weighted average, using the carrying amount adjusted by accruals, prepayments, deferrals and changes in fair value: this is therefore the amortized cost, net of accruals and any changes in fair value as a consequence of hedge accounting.
| 12/31/2018 | 12/31/2017 | ||||
|---|---|---|---|---|---|
| (millions of euros) | Adjusted carrying amount |
Effective interest rate (%) |
Adjusted carrying amount |
Effective interest rate (%) |
|
| Bonds | 20,808 | 4.83 | 21,521 | 4.96 | |
| Loans and other financial liabilities | 7,681 | 3.02 | 8,599 | 3.59 | |
| Total | 28,489 | 4.34 | 30,120 | 4.57 |
| 12/31/2018 | 12/31/2017 | |||||
|---|---|---|---|---|---|---|
| (millions of euros) | Adjusted carrying amount |
Effective interest rate (%) |
Adjusted carrying amount |
Effective interest rate (%) |
||
| Cash and cash equivalents | 1,695 | 0.12 | 2,930 | 0.05 | ||
| Securities | 1,351 | 3.13 | 1,723 | 4.07 | ||
| Other receivables | 182 | 2.96 | 326 | 2.03 | ||
| Total | 3,228 | 1.54 | 4,979 | 1.57 |
As for financial assets, the weighted average effective interest rate is not essentially influenced by the existence of derivatives.
As for market risk management using derivatives, reference should be made to the Note "Derivatives".
Exposure to credit risk for the TIM Group consists of possible losses that could arise from the failure of either commercial or financial counterparties to fulfill their assumed obligations. To measure this risk over time for impairment of financial assets (trade receivables due from customers included), the introduction of IFRS 9 required switching from the incurred loss model pursuant to IAS 39 to the expected credit loss model. Such exposure mainly stems from general economic and financial factors, the potential occurrence of specific insolvency situations of some borrowers and other more strictly technical-commercial or administrative factors. The TIM Group's maximum theoretical exposure to credit risk is represented by the carrying amount of the financial assets and trade receivables recorded in the financial statements.
Risk related to trade receivables is managed using customer scoring and analysis systems. For specific categories of trade receivables, the Group also makes use of factoring, mainly on a "non-recourse" basis.
Provision charges for bad debts are recorded for specific credit positions that have an element of individual risk. On credit positions that do not have such characteristics, provision charges are recorded by customer segment according to the average uncollectibility estimated on the basis of statistics. Further details are provided in the Note "Trade and miscellaneous receivables and other current assets".
Financial assets other than trade receivables are written down for impairment on the basis of a general model which estimates expected credit losses over the following 12 months, or over the residual life of the asset in the event of a substantial increase in its credit risk. The expected credit loss is calculated based on the default probability and the percentage of credit that cannot be recovered in the event of a default (the loss given default).
Moreover, as regards credit risk relating to the asset components which contribute to the determination of "Net financial debt", it should be noted that the management of the Group's liquidity is guided by conservative criteria and is principally based on the following:
In order to limit the risk of the non-fulfillment of the obligations undertaken by the counterparty, deposits of the European companies are made with leading banking and financial institutions rated no lower than "investment grade". Investments by the companies in South America are made with leading local counterparties. Moreover, deposits are made generally for periods of less than three months. With regard to other temporary investments of liquidity, there is a bond portfolio in which the investments have a low level of risk. All investments have been carried out in compliance with the Group Guidelines on "Management and control of financial risk".
In order to minimize credit risk, the Group also pursues a diversification policy for its investments of liquidity and allocation of its credit positions among different banking counterparties. Consequently, there are no significant positions with any one single counterparty.
The Group pursues the objective of achieving an "adequate level of financial flexibility" which is expressed by maintaining a current treasury margin to cover the refinancing requirements at least for the next 12 months with irrevocable bank lines and liquidity.
18% of gross financial debt at December 31, 2018 (nominal repayment amount) will become due in the next 12 months.
Current financial assets at December 31, 2018, together with unused committed bank lines, are sufficient to fully cover the Group's financial liabilities due at least for the next 24 months.
The following tables report the contractual cash flows, not discounted to present value, relative to gross financial debt at nominal repayment amounts and the interest flows, determined using the terms and the interest and exchange rates in place at December 31, 2018. The portions of principal and interest of the hedged liabilities includes both the disbursements and the receipts of the relative hedging derivatives. Specifically, the interest portions of "Loans and other financial liabilities" also include that relating to derivatives hedging for both loans and bonds.
| maturing by 12/31 of the year: | ||||||||
|---|---|---|---|---|---|---|---|---|
| (millions of euros) | 2019 | 2020 | 2021 | 2022 | 2023 | After 2023 |
Total | |
| Convertible bonds | Principal | 2,446 | 1,267 | 564 | 3,087 | 2,419 | 11,238 | 21,021 |
| Interest portion | 927 | 799 | 743 | 706 | 649 | 5,255 | 9,079 | |
| Loans and other financial liabilities(*) | Principal | 1,293 | 384 | 1,343 | 819 | 331 | 221 | 4,391 |
| Interest portion | (52) | (55) | (71) | (85) | (96) | (808) | (1,167) | |
| Finance lease liabilities | Principal | 190 | 181 | 172 | 132 | 130 | 1,124 | 1,929 |
| Interest portion | 135 | 126 | 116 | 108 | 100 | 561 | 1,146 | |
| Non-current financial liabilities | Principal | 3,929 | 1,832 | 2,079 | 4,038 | 2,880 | 12,583 | 27,341 |
| Interest portion | 1,010 | 870 | 788 | 729 | 653 | 5,008 | 9,058 | |
| Current financial liabilities | Principal | 1,308 | − | − | − | − | − | 1,308 |
| Interest portion | 3 | − | − | − | − | − | 3 | |
| Total Financial liabilities | Principal | 5,237 | 1,832 | 2,079 | 4,038 | 2,880 | 12,583 | 28,649 |
| Interest portion | 1,013 | 870 | 788 | 729 | 653 | 5,008 | 9,061 |
(*) These include hedging and non-hedging derivatives.
| maturing by 12/31 of the year: | ||||||||
|---|---|---|---|---|---|---|---|---|
| (millions of euros) | 2019 | 2020 | 2021 | 2022 | 2023 | After 2023 |
Total | |
| Disbursements | 350 | 298 | 297 | 297 | 289 | 2,343 | 3,874 | |
| Receipts | (499) | (424) | (424) | (424) | (414) | (3,313) | (5,498) | |
| Hedging derivatives – net (receipts) disbursements |
(149) | (126) | (127) | (127) | (125) | (970) | (1,624) | |
| Disbursements | 39 | 27 | 18 | 16 | 9 | 23 | 132 | |
| Receipts | (12) | (7) | (4) | (4) | (2) | (6) | (35) | |
| Non-Hedging derivatives – net (receipts) disbursements |
27 | 20 | 14 | 12 | 7 | 17 | 97 | |
| Total net disbursements (receipts) | (122) | (106) | (113) | (115) | (118) | (953) | (1,527) |
In order to determine the fair value of derivatives, the TIM Group uses various valuation models.
The mark-to-market calculation is determined by the present value discounting of the interest and notional future contractual flows using market interest rates and exchange rates.
The notional amount of IRS does not represent the amount exchanged between the parties and therefore does not constitute a measurement of credit risk exposure which, instead, is limited to the amount of the difference between the interest rates paid/received.
The market value of CCIRSs, on the other hand, also depends on the differential between the reference exchange rate at the date of signing the contract and the exchange rate at the date of measurement, since CCIRSs involve the exchange of the reference interest and principal, in the respective currencies of denomination.
The options are measured according to the Black & Scholes or Binomial models and involve the use of various measurements factors, such as: time horizon of the life of the option, risk-free rate of return, current price, volatility and any cash flows (e.g. dividend) of the underlying instrument, and exercise price.
The hedge accounting rules provided by IAS 39 continued to be applied in the first half for derivatives.
Derivative financial instruments are used by the TIM Group to hedge its exposure to foreign exchange rate risk, to manage interest rate risk and to diversify the parameters of debt so that costs and volatility can be reduced to within predetermined operational limits.
Derivative financial instruments in place at December 31, 2018 are principally used to manage debt positions. They include interest rate swaps (IRSs) to reduce interest rate exposure on fixed-rate and variable-rate bank loans and bonds, as well as cross currency and interest rate swaps (CCIRSs), currency forwards and foreign exchange options to convert the loans/receivables secured in currencies different from the functional currencies of the various Group companies.
IRS transactions, provide for or may entail, at specified maturity dates, the exchange of flows of interest, calculated on the notional amount, at the agreed fixed or variable rates.
The same also applies to CCIRS transactions which, in addition to the settlement of periodic interest flows, may provide for the exchange of principal, in the respective currencies of denomination, at maturity and possibly spot.
Hedging relationships recorded in hedge accounting at 12/31/2018 belong to two categories: i) hedging of the fair value of bond issues denominated in euros and ii) hedging of cash flows from coupon flows of bond issues denominated in currencies other than the euro.
In the first case, the hedged risk is represented by the fair value of the bond attributable to euro interest rates and is hedged by IRS. The present value of both instruments, the underlying and derivatives, depends on the structure of interest rates on the euro market, used to calculate the discount factor and variable interest flows of the derivative. In particular, oscillating rates will translate as changes in the discount factor of the fixed interest expense on the underlying; on the derivative, changes in the discount factor of interest income will occur, as well as changes in the nominal flow of variable interest (only partially corrected by the discounting effect). The effects on the derivative will be opposite, in accounting terms, to the effects on the underlying.
In the second case, the hedged risk is represented by the variability in cash flows (and the repayment of the nominal amount) generated by exchange rates; hedging comprises combinations of IRS and CCIRS that synthetically transform fixed rate coupon flows into currency into fixed rate flows in euro. In this case, exchange rate oscillations will usually produce contrary effects on the underlying and on the derivative as the asset leg of the latter faithfully reflects the underlying, while the liability leg is denominated in euros and is therefore insensitive to the exchange rate.
The types of hedging adopted by the Group require a hedge ratio equal to 1:1, as the types of risk hedged (interest rate and exchange risks) are such as to generate economic effects on the underlying instruments that can only be offset by the same notional quantities of derivative instruments.
The contractualization of derivatives to hedge financial risks takes place at arm's length and aims to fully neutralize the effects of such risks.
However, in practice, both fair value hedges and cash flows hedges, although financially perfect, cannot guarantee absolute effectiveness due to the many banks involved, the particular nature of some derivatives attributable to fixing and/or the indexing of variable parameters, and the possible imperfect correspondence of critical terms.
The following table indicates total financial derivatives of the TIM Group at December 31, 2018 and in 2017; in compliance with the requirements of IFRS 7, a move has been made from the representation of the synthetic notional value of the hedge to the current representation, where the notional amounts are shown in relation to all derivative instruments involved in hedging.

The following tables break down the financial derivatives by type of risk for each kind of hedging, separating financial assets and liabilities. For CCIRS, the notional amount refers to the contractual value in euros, for IRS in a currency other than the euro, the value is indicated at the market exchange rate.
| Type (millions of euros) |
Hedged risk | Notional amount at 12/31/2018 |
Notional amount at 12/31/2017 |
Spot (*) Mark-to Market (Clean Price) at 12/31/2018 |
Spot Mark-to Market* (Clean Price) at 12/31/2017 |
|---|---|---|---|---|---|
| Interest rate swaps | Interest rate risk | 4,334 | 4,334 | 52 | 2 |
| Cross Currency and Interest Rate Swaps |
Interest rate risk and currency exchange rate risk |
- | - | - | - |
| Total Fair Value Hedge Derivatives | 4,334 | 4,334 | 52 | 2 | |
| Interest rate swaps | Interest rate risk | 4,992 | 5,178 | 182 | 346 |
| Cross Currency and Interest Rate Swaps |
Interest rate risk and currency exchange rate risk |
6,804 | 7,239 | (365) | (672) |
| Total Cash Flow Hedge Derivatives | 11,796 | 12,417 | (183) | (325) | |
| Total Non-Hedge Accounting Derivatives | 223 | 213 | 17 | 15 | |
| Total TIM Group derivatives | 16,353 | 16,964 | (114) | (308) |
* Spot Mark-to-market above represents the market measurement of the derivative net of the accrued portion of the flow in progress.
| Fair value hedges (millions of euros) |
Accounting item | Notional value |
Carrying amount |
Change in fair value for the year |
|
|---|---|---|---|---|---|
| Interest rate swaps | Hedging derivatives relating to hedged items classified as current (non-current) assets/liabilities of a financial nature - Current / non-current assets. |
a) | 4,334 | 52 | 50 |
| Assets | 52 | ||||
| Liabilities | - | ||||
| Cross Currency and Interest Rate Swaps |
Hedging derivatives relating to hedged items classified as current (non-current) assets/liabilities of a financial nature - Current / non-current assets. |
b) | - | - | - |
| Assets | - | ||||
| Liabilities | - | ||||
| Derivative instruments (spot value) | a)+b) | 4,334 | 52 | 50 | |
| Accruals | 21 | ||||
| Derivative instruments (gross value) | 73 | ||||
| Underlying instruments (1) | Bonds - Current / non-current liabilities | 4,334 | (4,368) | ||
| of which the fair value adjustment | Fair value adjustment and measurements at amortized cost |
c) | (58) | (53) | |
| Ineffectiveness | a)+b)+c) | (3) | |||
| Fair value adjustment for hedging settled in advance (2) |
(157) |
(1) Includes the amortized cost value of bonds currently hedged plus the fair value adjustment
(2) Referred to bonds no longer hedged, which are therefore not presented in the table.
| Cash flow hedges (millions of euros) |
Accounting item | Notional value |
Carrying amount |
Change in fair value for the year |
Change in cumulativ e fair value |
|
|---|---|---|---|---|---|---|
| Interest rate swaps | Hedging derivatives relating to hedged items ssified as current assets/liabilities of a financial ure - Current / non-current assets. |
a) | 4,992 | 182 | (165) | |
| Assets | 923 | (180) | ||||
| Liabilities | (741) | 15 | ||||
| Cross Currency and Interest Rate Swaps |
Hedging derivatives relating to hedged items classified as current assets/liabilities of a financial nature - Current / non-current assets. |
b) | 6,804 | (365) | 307 | |
| Assets | 590 | 122 | ||||
| Liabilities | (955) | 185 | ||||
| Derivative instruments (spot value) | a)+b) | 11,796 | (183) | 142 | ||
| Accruals | 81 | |||||
| Derivative instruments (gross value) |
(102) | |||||
| of which equity reserve gains and losses |
20 | |||||
| Determination of ineffectiveness | ||||||
| Change in derivatives | c) | 28 | ||||
| Change in underlying instruments (3) | d) | (18) | ||||
| Ineffectiveness (4) | Positive fair value adjustment of financial derivatives - non-hedging |
c)+d) | 10 | |||
| Equity reserve | ||||||
| Equity reserve balance | (720) | |||||
| of which due to the fair value of hedging settled in advance |
(6) | |||||
| Reclassification to P&L | Negative reversal of the reserve for the fair value adjustment of hedging derivatives (cash flow hedges) |
(2) |
(3) Hypothetical derivatives used in measuring the effectiveness of cash flow hedges.
(4) The ineffectiveness, due to its nature and calculation, does not necessarily coincide with the difference in cumulative changes in the fair value of derivatives and the underlying; the effect due to the adoption of CVA/DVA is not considered
The change in the equity reserve attributable to the effective hedging component is equal to 26 million euros and comprises:
| Changes in the equity cash flow hedge reserve (millions of euros) |
Balance 12/31/2017 |
Balance 12/31/2018 |
||||
|---|---|---|---|---|---|---|
| Hedging instrument gains / losses |
Reversal from reclassification |
Reversal for the fair value adjustment of hedging settled in advance |
Other | |||
| (746) | (720) | |||||
| Change in the effective fair value of derivatives |
20 | |||||
| Change in the CVA/DVA | 8 | |||||
| Reversal for ineffectiveness 2017 |
(5) | |||||
| Amortization in P&L of the fair value of hedging settled in advance |
2 | |||||
| Other | 1 | |||||
| Overall change | 26 |
None of the parameters represented includes any income tax effect.
The transactions hedged by cash flow hedges will generate cash flows and produce economic effects in the income statement in the periods indicated in the following table:
| Currency of denomination |
Notional amount in currency of denomination (millions) |
Start of period |
End of period |
Rate applied | Interest period |
Notional in euro hedging (millions) |
Rate in euro hedging |
|---|---|---|---|---|---|---|---|
| GBP | 850 | Jan-19 | Jun-19 | 6.375% | Annually | 1,214 | 5.311% |
| GBP | 375 | Jan-19 | May-23 | 5.875% | Annually | 552 | 5.535% |
| JPY* | 20,000 | Jan-19 | Oct-29 | 5.000% Semiannually | 174 | 5.940% | |
| JPY** | 20,000 | Jan-19 | Oct-29 | 0.750% Semiannually | 138 | 0.696% | |
| USD | 1,000 | Jan-19 | Nov-33 | 6.375% Semiannually | 849 | 5.994% | |
| USD | 1,500 | Jan-19 | May-24 | 5.303% Semiannually | 1,099 | 4.226% | |
| USD | 760 | Jan-19 | Jun-19 | 7.175% Semiannually | 549 | 6.689% | |
| USD | 1,000 | Jan-19 Sept-34 | 6.000% Semiannually | 794 | 4.332% | ||
| USD | 1,000 | Jan-19 | July-36 | 7.200% Semiannually | 791 | 5.884% | |
| USD | 1,000 | Jan-19 | Jun-38 | 7.721% Semiannually | 645 | 7.470% |
* Coupon-bearing bond flows are denominated in USD and calculated on a notional of 187.6 million USD.
** Only hedging of coupon-bearing bond flow as a result of step-up on the loan.
The method selected to test the effectiveness retrospectively and, whenever the principal terms do not fully coincide, prospectively, for cash flow hedge derivatives and fair value hedge derivatives is the Volatility Risk Reduction (VRR) Test. This test assesses the ratio between the portfolio risk (where the portfolio means the derivative and the item hedged) and the risk of the hedged item taken separately. In essence, the portfolio risk must be significantly less than the risk of the hedged item.
For the purposes of the comparative information between the carrying amounts and the fair value of financial instruments, required by IFRS 7, the majority of the non-current financial liabilities of the TIM Group consist of bonds, whose fair value is directly observable in the financial markets, as they are financial instruments that, due to their size and diffusion among investors, are commonly traded on the relevant markets (see the Note "Financial Liabilities (non-current and current)"). For other types of financing, however, the following assumptions have been made in determining fair value:
Lastly, for the majority of financial assets, their carrying amount constitutes a reasonable approximation of their fair value since these are short-term investments that are readily convertible into cash.
The fair value measurement of the financial instruments of the Group is classified according to the three levels set out in IFRS 7. In particular, the fair value hierarchy introduces the following levels of input:
Supplementary disclosure on financial instruments required by IFRS 7 and the schedules of gains and losses are provided in the tables below. In particular:
| Acronym | ||
|---|---|---|
| Financial assets measured at: | ||
| Amortized cost | Amortized cost | AC |
| Fair value through other comprehensive income | Fair value through other comprehensive income | FVTOCI |
| Fair value through profit or loss | Fair value through profit or loss | FVTPL |
| Financial liabilities measured at: | ||
| Amortized cost | Amortized cost | AC |
| Fair value through profit or loss | Fair value through profit or loss | FVTPL |
| Hedging Derivatives | Hedging Derivatives | HD |
| Not applicable | Not applicable | n.a. |
| Loans and Receivables | Loans and Receivables | LaR |
|---|---|---|
| Financial assets Held-to-Maturity | Financial assets Held-to-Maturity | HtM |
| Available-for-Sale financial assets | Financial assets Available-for-Sale | AfS |
| Financial Assets/Liabilities Held for Trading | Financial Assets/Liabilities Held for Trading | FAHfT/FLHfT |
| Financial Liabilities at Amortized Cost | Financial Liabilities at Amortized Cost | FLAC |
| Hedging Derivatives | Hedging Derivatives | HD |
| Not applicable | Not applicable | n.a. |
| (millions of euros) | IFRS 9 categories |
note | Carrying amount in financial statements at 12/31/2018 |
Amortized cost |
Amounts recognized in financial statements Fair value recognized in the statements of comprehensive income |
Fair value recognized in the separate income statement |
Level 1 | Levels of hierarchy or of fair value Level 2 |
Level 3 | Amounts recognized in financial statements according to IAS 17 |
Fair Value at 12/31/2018 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS | |||||||||||
| Financial assets measured at amortized cost |
AC | 5,800 | 5,800 | − | − | 5,800 | |||||
| Non-current assets | |||||||||||
| Receivables from employees · |
8) | 43 | 43 | ||||||||
| Other financial receivables · |
8) | − | − | ||||||||
| Miscellaneous receivables (non- · |
9) | 326 | 326 | ||||||||
| Current assets | |||||||||||
| Receivables from employees | 8) | 14 | 14 | ||||||||
| · Other short-term financial · |
|||||||||||
| i Cash and cash |
8) | 2 | 2 | ||||||||
| · equivalents |
8) | 1,917 | 1,917 | ||||||||
| Trade receivables · |
12) | 3,327 | 3,327 | ||||||||
| Other receivables (current) · |
12) | 125 | 125 | ||||||||
| Contract assets · |
12) | 46 | 46 | ||||||||
| Financial assets measured at fair value through other comprehensive income |
FVTOCI | 994 | − | 994 | − | 994 | |||||
| Non-current assets | |||||||||||
| Other investments · |
7) | 49 | 49 | 3 | 16 | 30 | |||||
| Securities other than · |
8) | − | − | ||||||||
| i Current assets |
|||||||||||
| Trade receivables · |
12) | − | − | ||||||||
| Securities other than · |
8) | 945 | 945 | 945 | |||||||
| i Financial assets measured at fair value through profit or loss |
FVTPL | 200 | − | − | 200 | 200 | |||||
| Non-current assets | |||||||||||
| Non-hedging derivatives · |
8) | 7 | 7 | 7 | |||||||
| Current assets | |||||||||||
| Securities other than · |
8) | 181 | 181 | 181 | |||||||
| i Non-hedging derivatives · |
8) | 12 | 12 | 12 | |||||||
| Hedging Derivatives | HD | 1,732 | − | 1,659 | 73 | 1,732 | |||||
| Non-current assets | |||||||||||
| Hedging derivatives · |
8) | 1,490 | 1,438 | 52 | 1,490 | ||||||
| Current assets | |||||||||||
| Hedging derivatives · |
8) | 242 | 221 | 21 | 242 | ||||||
| Financial receivables for lease | |||||||||||
| contracts | n.a. | 124 | 124 | 124 | |||||||
| Non-current assets | 8) | 54 | 54 | ||||||||
| Current assets | 8) | 70 | 70 | ||||||||
| Total | 8,850 | 5,800 | 2,653 | 273 | 1,129 | 1,767 | 30 | 124 | 8,850 |
The financial instruments belonging to hierarchy level 3 of fair value are represented by the following Other investments recognized as Non-current assets, for which directly or indirectly observable prices on the market are not available:
Northgate CommsTech Innovations Partners L.P. was measured based on the latest available Net Asset Value reported by the fund manager.
Banca UBAE, Istituto Europeo di Oncologia and the other minor companies were measured on the basis of an analysis, deemed reliable, of the financial elements recognized.
The profit/(loss) recognized in Other components of the Consolidated Statements of Comprehensive Income were recognized within the scope of the Reserve for financial assets measured at fair value through other comprehensive income.
| (millions of euros) IFRS 9 categories |
Carrying amount in financial statements at 12/31/2018 |
Amortized cost |
Amounts recognized in financial statements Fair value recognized in the statements of comprehensive income |
Fair value recognized in the separate income statement |
Levels of hierarchy or of fair value Level 1 Level 2 |
Amounts recognized in financial statements according to IAS 17 |
Fair Value at 12/31/2018 |
|---|---|---|---|---|---|---|---|
| LIABILITIES | |||||||
| Financial liabilities measured at | |||||||
| amortized cost AC/HD |
32,064 | 32,064 | 32,123 | ||||
| Non-current liabilities | |||||||
| Financial payables · 14) (medium/long- |
21,894 | 21,894 | |||||
| Current liabilities | |||||||
| 14) Financial payables (short-term) · |
5,367 | 5,367 | |||||
| Trade and miscellaneous payables · |
|||||||
| 22) and other |
4,610 | 4,610 | |||||
| 22) Contract liabilities · |
193 | 193 | |||||
| Financial liabilities measured at fair value through profit or loss FVTPL |
2 | 2 | 2 | ||||
| Non-current liabilities | |||||||
| 14) Non-hedging derivatives · |
2 | 2 | 2 | ||||
| Current liabilities | |||||||
| 14) Non-hedging derivatives · |
− | − | − | ||||
| Hedging Derivatives HD |
1,761 | 1,761 | − | 1,761 | |||
| Non-current liabilities | |||||||
| 14) Hedging derivatives · |
1,423 | 1,423 | − | 1,423 | |||
| Current liabilities | |||||||
| 14) Hedging derivatives · |
338 | 338 | − | 338 | |||
| Finance lease liabilities n.a. |
1,948 | 1,948 | 3,359 | ||||
| Non-current liabilities 14) |
1,740 | 1,740 | |||||
| Current liabilities 14) |
208 | 208 | |||||
| Total | 35,775 | 32,064 | 1,761 | 2 | − 1,763 |
1,948 | 37,245 |
The following tables state the financial assets and liabilities at January 1, 2018 broken down by:
| ASSETS Financial assets measured at amortized cost 7,802 7,914 AC LaR Non-current assets · Receivables from employees 47 47 8) · Other financial receivables 150 150 8) · Miscellaneous receivables (non-current) 371 371 9) Current assets · Receivables from employees 16 16 8) · Other short-term financial receivables 101 101 8) · Cash and cash equivalents 8) 3,575 3,575 · Trade receivables 3,353 3,500 12) · Other receivables (current) 154 154 12) · Contract assets 35 − 12) Financial assets measured at fair value through other comprehensive income 1,044 1,044 FVTOCI AfS Non-current assets · Other investments 51 51 7) · Securities other than investments − − 8) Current assets · Trade receivables − − 12) · Securities other than investments 993 993 8) Financial assets measured at fair value through profit or loss 22 22 FVTPL FAHfT Non-current assets · Non-hedging derivatives 7 7 8) Current assets · Securities other than investments − − 8) · Non-hedging derivatives 15 15 8) Hedging Derivatives 1,755 1,755 HD HD Non-current assets · Hedging derivatives 1,495 1,495 8) Current assets · Hedging derivatives 260 260 8) Financial receivables for lease contracts 114 114 n.a. n.a. Non-current assets 69 69 8) Current assets 45 45 8) |
(millions of euros) | IFRS 9 categories |
note | Carrying amount in financial statements at 1/1/2018 according to the new IFRS 9 category (*) |
Original IAS 39 categories |
Carrying amount in financial statements at 12/31/2017 according to the original IAS 39 category |
|---|---|---|---|---|---|---|
| Total | 10,737 | 10,849 |
(*) For additional details, please refer to what is explained in the Note "Accounting standards" and in the respective notes.
| (millions of euros) | IFRS 9 categories |
note | Carrying amount in financial statements at 1/1/2018 according to the new IFRS 9 category (*) |
Original IAS 39 categories |
Carrying amount in financial statements at 12/31/2017 according to the original IAS 39 category |
|---|---|---|---|---|---|
| LIABILITIES | |||||
| Financial liabilities measured at amortized cost | AC/HD | 33,389 | FLAC/HD | 33,355 | |
| Non-current liabilities | |||||
| · Financial payables (medium/long- term) |
14) | 23,940 | 23,940 | ||
| Current liabilities | |||||
| · Financial payables (short-term) |
14) | 4,500 | 4,500 | ||
| · Trade and miscellaneous payables and other current liabilities |
22) | 4,915 | 4,915 | ||
| · Contract liabilities | 22) | 34 | − | ||
| Financial liabilities measured at fair value through profit or loss |
FVTPL | 9 | FLHfT | 9 | |
| Non-current liabilities | − | − | |||
| · Non-hedging derivatives |
14) | 5 | 5 | ||
| Current liabilities | − | − | |||
| · Non-hedging derivatives |
14) | 4 | 4 | ||
| Hedging Derivatives | HD | 1,985 | HD | 1,985 | |
| Non-current liabilities | − | − | |||
| · Hedging derivatives |
14) | 1,914 | 1,914 | ||
| Current liabilities | − | − | |||
| · Hedging derivatives |
14) | 71 | 71 | ||
| Finance lease liabilities | n.a. | 2,430 | n.a. | 2,430 | |
| Non-current liabilities | 2,249 | 2,249 | |||
| Current liabilities | 181 | 181 | |||
| Total | 37,813 | 37,779 |
(*) For additional details, please refer to what is explained in the Note "Accounting standards" and in the respective notes.
| Amounts recognized in financial statements according to IAS 39 |
Levels of hierarchy | or of fair value |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of euros) | IAS 39 Categories |
Note | Carrying amount in financial statements at 12/31/2017 |
Amortized cost |
Cost | Fair value taken to equity |
Fair value recognized in the income statement |
Level 1 | Level 2 | Amounts recognized in financial statements according to IAS 17 |
Fair Value at 12/31/2017 |
| ASSETS | |||||||||||
| Loans and Receivables | LaR | 7,914 | 7,913 | 1 | 7,914 | ||||||
| Non-current assets | |||||||||||
| Receivables from employees · |
8) | 47 | 47 | ||||||||
| Other financial receivables · |
8) | 150 | 150 | ||||||||
| Miscellaneous receivables (non- · |
9) | 371 | 370 | 1 | |||||||
| Current assets | |||||||||||
| Receivables from employees · |
8) | 16 | 16 | ||||||||
| Other short-term financial · i bl |
8) | 101 | 101 | ||||||||
| Cash and cash · equivalents |
8) | 3,575 | 3,575 | ||||||||
| Trade receivables · |
12) | 3,500 | 3,500 | ||||||||
| Other receivables (current) | 12) | 154 | 154 | ||||||||
| · | |||||||||||
| Available-for-Sale financial assets Non-current assets |
AfS | 1,044 | 28 | 1,016 | 1,044 | ||||||
| Other investments · |
7) | 51 | 28 | 23 | 3 | 20 | |||||
| Securities other than investments · |
8) | − | − | − | |||||||
| Current assets Securities other than investments |
|||||||||||
| · available-for-sale |
8) | 993 | 993 | 993 | |||||||
| Financial assets at fair value through profit or loss held for trading |
FAHfT | 22 | 22 | 22 | |||||||
| Non-current assets | |||||||||||
| Non-hedging derivatives · |
8) | 7 | 7 | 7 | |||||||
| Current assets | |||||||||||
| Non-hedging derivatives · |
8) | 15 | 15 | 15 | |||||||
| Securities other than investments · held for trading |
8) | − | − | − | |||||||
| Hedging Derivatives | HD | 1,755 | 1,713 | 42 | 1,755 | ||||||
| Non-current assets | |||||||||||
| Hedging derivatives · |
8) | 1,495 | 1,474 | 21 | 1,495 | ||||||
| Current assets | |||||||||||
| Hedging derivatives · |
8) | 260 | 239 | 21 | 260 | ||||||
| Financial receivables for lease | |||||||||||
| contracts | n.a. | 114 | 114 | 114 | |||||||
| Non-current assets | 8) | 69 | 69 | ||||||||
| Current assets | 8) | 45 | 45 | ||||||||
| Total | 10,849 | 7,913 | 29 | 2,729 | 64 | 996 | 1,797 | 114 | 10,849 |
| Amounts recognized in financial statements according to IAS 39 |
Levels of hierarchy or of fair value |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of euros) | IAS 39 Categories |
Note | Carrying amount in financial statements at 12/31/2017 |
Amortized cost |
Cost | Fair value taken to equity |
Fair value recognized in the income statement |
Level 1 | Level 2 | Amounts recognized in financial statements according to IAS 17 |
Fair Value at 12/31/2017 |
| LIABILITIES | |||||||||||
| Financial Liabilities at Amortized Cost |
FLAC/HD | 33,355 | 33,355 | 36,023 | |||||||
| Non-current liabilities | |||||||||||
| Financial payables (medium/long- · term) |
14) | 23,940 | 23,940 | − | |||||||
| Current liabilities | |||||||||||
| Financial payables (short-term) · |
14) | 4,500 | 4,500 | − | |||||||
| Trade and miscellaneous payables · and other |
22) | 4,915 | 4,915 | ||||||||
| Financial liabilities at fair value through profit or loss held for trading |
FLHfT | 9 | 9 | 9 | |||||||
| Non-current liabilities | |||||||||||
| Non-hedging derivatives · |
14) | 5 | 5 | 5 | |||||||
| Current liabilities | |||||||||||
| Non-hedging derivatives · |
14) | 4 | 4 | 4 | |||||||
| Hedging Derivatives | HD | 1,985 | 1,966 | 19 | 1,985 | ||||||
| Non-current liabilities | |||||||||||
| Hedging derivatives · |
14) | 1,914 | 1,895 | 19 | 1,914 | ||||||
| Current liabilities | |||||||||||
| Hedging derivatives · |
14) | 71 | 71 | − | 71 | ||||||
| Finance lease liabilities | n.a. | 2,430 | 2,430 | 3,604 | |||||||
| Non-current liabilities | 14) | 2,249 | 2,249 | ||||||||
| Current liabilities | 14) | 181 | 181 | ||||||||
| Total | 37,779 | 33,355 | − | 1,966 | 28 | − | 1,994 | 2,430 | 41,621 |
| (millions of euros) | IFRS 9 categories | Net gains/(losses) 2018 (1) |
of which interest |
|---|---|---|---|
| Assets measured at amortized cost | AC | (540) | 40 |
| Assets and liabilities measured at fair value through profit or loss |
FVTPL | 25 | |
| Assets measured at fair value recognized in the statements of comprehensive income |
FVTOCI | 7 | |
| Liabilities measured at amortized cost | AC | (1,160) | 1,178 |
| Total | (1,668) | 1,218 |
(1) Of which 2 million euros for fees and expenses not included in the effective interest rate calculation on financial assets/liabilities other than those at fair value through profit or loss.
| (millions of euros) | IAS 39 Categories | Net gains/(losses) 2017 (1) |
of which interest | |
|---|---|---|---|---|
| Loans and Receivables | LaR | (356) | 118 | |
| Available-for-Sale financial assets | AfS | 8 | ||
| Financial Assets/Liabilities Held for Trading | FAHfT/FLHfT | (19) | ||
| Financial Liabilities at Amortized Cost | FLAC | (1,338) | 1,376 | |
| Total | (1,705) | 1,494 |
(1) Of which 2 million euros relates to fees and expenses not included in the effective interest rate calculation on financial assets/liabilities other than those at fair value through profit or loss.
Employee benefits fell by 214 million euros compared to December 31, 2017. The figure breaks down as follows:
| (millions of euros) | 12/31/2016 | Increases/ Present value |
Decrease | Exchange differences and other changes |
12/31/2017 | |
|---|---|---|---|---|---|---|
| Provision for employee severance indemnities |
(a) | 1,009 | - | (51) | - | 958 |
| Provision for pension and other plans | 28 | (2) | (1) | (3) | 22 | |
| Provision for termination benefit incentives and corporate restructuring |
348 | 689 | (177) | (7) | 853 | |
| Total other provisions for employee benefits |
(b) | 376 | 687 | (178) | (10) | 875 |
| Total | (a+b) | 1,385 | 687 | (229) | (10) | 1,833 |
| of which: | ||||||
| non-current portion | 1,355 | 1,736 | ||||
| current portion (*) | 30 | 97 |
(*) The current portion refers only to Other provisions for employee benefits.
| (millions of euros) | 12/31/2017 | Increases/ Present value |
Decrease | Exchange differences and other changes |
12/31/2018 | |
|---|---|---|---|---|---|---|
| Provision for employee severance indemnities |
(a) | 958 | (8) | (63) | - | 887 |
| Provision for pension and other plans | 22 | 3 | (3) | 22 | ||
| Provision for termination benefit incentives and corporate restructuring |
853 | 205 | (348) | 710 | ||
| Total other provisions for employee benefits |
(b) | 875 | 208 | (351) | - | 732 |
| Total | (a+b) | 1,833 | 200 | (414) | 1,619 | |
| of which: | ||||||
| non-current portion | 1,736 | 1,567 | ||||
| current portion (*) | 97 | 52 |
(*) The current portion refers only to Other provisions for employee benefits.
The Provision for employee severance indemnities only refers to Italian companies and decreased overall by 71 million euros. The reduction of 63 million euros under "Decreases" refers to ordinary advances and uses paid during the year to employees who terminated employment. The lower cost of the item "increases/discounting" mainly includes the following:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| (Positive)/negative effect of curtailment | - | (6) |
| Current service cost (*) | - | - |
| Finance expenses | 13 | 14 |
| Net actuarial (gains) losses for the year | (23) | (8) |
| Total | (10) | - |
| Effective return on plan assets plan |
there are no assets servicing the |
(*) The portions intended for the INPS Treasury Fund or for the supplementary pension funds have been recorded under "Employee benefits expenses" and "Social security expenses". The latter account is used only for the severance indemnity expenses of companies with less than 50 employees.
Net actuarial gains at December 31, 2018 amounted to 23 million euros (net actuarial gains of 8 million euros in 2017). They are basically associated with the balance of the change in the discount rate, which was 1.57% as compared to the 1.30% used at December 31, 2017, and with the turn-over effect related to the company restructuring plans already started in the previous year. The inflation rate was 1.50%, unchanged compared to 2017.
According to national law, the amount of provision for employee severance indemnities to which each employee is entitled depends on the period of service and must be paid when the employee leaves the company. The amount of severance indemnity due upon termination of employment is calculated on the basis of the period of employment and the taxable compensation of each employee. This liability is adjusted annually based on the official cost-of-living index and legally-set interest. The liability is not associated with any vesting condition or period or any funding obligation; accordingly, there are no assets servicing the provision. The liability is recognized net of the partial prepayments of the fund and the payments of the amounts obtained by employees for the reasons permitted by the applicable regulations.
Under the regulations introduced by Italian Legislative Decree 252/2005 and Law no. 296/2006 with which, for companies with at least 50 employees, the severance indemnities accruing from 2007 are assigned, as elected by the employees, to either the INPS Treasury Fund or to supplementary pension funds and take the form of a "defined contribution plan".
However, for all companies, the revaluations of the amounts in the provision for employee severance indemnities existing at the election date, and also the amounts accrued and not assigned to supplementary pension plans for companies with less than 50 employees, are retained in the provision for employee severance indemnities. In accordance with IAS 19, the provision has been recognized as a "defined benefit plan".
In application of IAS 19, the employee severance indemnities have been calculated using the "Projected Unit Credit Method" as follows:
The following assumptions have been made:
| FINANCIAL ASSUMPTIONS | Executives | Non-executives |
|---|---|---|
| Inflation rate | 1.50% per annum | 1.50% per annum |
| Discount rate | 1.57% per annum | 1.57% per annum |
| Employee severance indemnities annual increase rate | 2.625% per annum | 2.625% per annum |
| Annual real wage growth: | ||
| equal to or less than 40 years of age | 1.0% per annum | 1.0% per annum |
| over 40 but equal to or less than 55 years of age | 0.5% per annum | 0.5% per annum |
| over 55 years of age | 0.0% per annum | 0.0% per annum |
| DEMOGRAPHIC ASSUMPTIONS | Executives | Non-executives |
| Probability of death | RG 48 mortality tables published by "Ragioneria Generale dello Stato" |
RG 48 mortality tables published by "Ragioneria Generale dello Stato" |
| Probability of disability | INPS tables divided by age and sex |
INPS tables divided by age and sex |
| Probability of resignation: | ||
|---|---|---|
| up to 40 years of age | 6.50% | 1.00% |
| From 41 to 50 years of age | 2.00% | 0.50% |
| From 51 to 59 years of age | 2.00% | 0.50% |
| From 60 to 64 years of age | 20.00% | 6.50% |
| Over 65 years of age | None | None |
| Probability of retirement | Reaching the minimum requisites established by the Obligatory General Insurance updated on the basis of |
Italian Law 214 of December 22, 2011 |
| Probability of receiving at the beginning of the year an advance from the provision for severance indemnities accrued equal to 70% |
1.5% per annum |
1.5% per annum |
The adoption of the above assumptions resulted in a liability for employee severance indemnities at December 31, 2018 of 887 million euros (958 million euros at the end of 2017).
Reported below is a sensitivity analysis for each significant actuarial assumption adopted to calculate the liability as at year end, showing how the liability would have been affected by changes in the relevant actuarial assumption that were reasonably possible at that date, stated in amounts. The weighted average duration of the obligation is 11.9 years.
| CHANGES IN ASSUMPTIONS | Amounts (millions of euros) |
|---|---|
| Turnover rate: | |
| +0.25 p.p. | (2) |
| - 0.25 p.p. | 2 |
| Annual inflation rate: | |
| +0.25 p.p. | 19 |
| - 0.25 p.p. | (18) |
| Annual discount rate: | |
| +0.25 p.p. | (25) |
| - 0.25 p.p. | 26 |
The Provision for pension and other plans amounted to 22 million euros at December 31, 2018 (22 million euros at December 31, 2017) and mainly represented pension plans in place at foreign companies of the Group.
The provision for termination benefit incentives and corporate restructuring showed a drop of 143 million euros mainly as the balance between the drawdowns (348 million euros) for personnel leaving the Group resulting from the staff leaving incentive plans already allocated in previous years and adjustment of the provision (204 million euros); Specifically, a plan was launched at the end of 2017 for executive and non-executive staff to adopt, among others, Article 4(1–7-ter) of Law 92 of June 28, 2012 (the "Fornero Law", which provides for early retirement arrangements). During 2018, Plan take-up was greater than initially forecast, therefore estimates for staff leaving in 2019-2020 were revised, also taking into account the social security changes made by Decree Law 4 January 28, 2019.
Provisions increased by 103 million euros compared to December 31, 2017. The figure breaks down as follows:
| (millions of euros) | 12/31/2017 | Increase | Taken to income |
Used directly | Exchange differences and other changes |
12/31/2018 |
|---|---|---|---|---|---|---|
| Provision for taxation and tax risks |
93 | 30 | − | (21) | 2 | 104 |
| Provision for restoration costs | 350 | 10 | − | (13) | 1 | 348 |
| Provision for legal disputes | 605 | 244 | − | (134) | (6) | 709 |
| Provision for commercial risks | 28 | 18 | − | (12) | (1) | 33 |
| Provision for risks and charges on investments and corporate-related transactions |
32 | − | (5) | (6) | − | 21 |
| Other provisions | 9 | 3 | (4) | (8) | 5 | 5 |
| Total | 1,117 | 305 | (9) | (194) | 1 | 1,220 |
| of which: | ||||||
| non-current portion | 825 | 876 | ||||
| current portion | 292 | 344 |
The non-current portion of provisions for risks and charges mainly related to the provision for restoration costs and some of the provision for legal disputes. More specifically, in accordance with accounting policies, the total amount of the provision for restoration costs is calculated by re-measuring the amounts for which a probable outlay is envisaged, based on the estimated inflation rates for the individual due dates, and subsequently discounted to the reporting date based on the average cost of debt, taking into account cash outflow forecasts.
The provision for taxation and tax risks rose by 11 million euros compared to December 31, 2017. The end of year balance reflects provisions and uses mainly carried out by the Brazil Business Unit and the Domestic Business Unit.
The provision for restoration costs related to the provision for restoration of leased real estate and sites used for mobile telephony and the dismantling of tangible assets (specifically: batteries and wooden poles) of the companies of the Domestic Business Unit (341 million euros) and of the Brazil Business Unit (7 million euros).
The provision for legal disputes included the provision for litigation with employees, social security entities, regulatory authorities and other counterparties.
The balance of the provision at December 31, 2018 is attributable for 578 million euros to the Domestic Business Unit, including the provision associated with the sanction connected with the Golden Power case, and the Brazil Business Unit (131 million euros). Draw downs mainly related to the Brazil Business Unit (86 million euros) and the Domestic Business Unit (48 million euros) and were essentially related to settlement agreements reached.
The provision for commercial risks, basically unchanged compared to the previous year, relates to the Domestic Business Unit.
The provision for risks and charges on investments and corporate-related transactions, decreased by 11 million euros, following use by the Parent TIM S.p.A..
Other provisions showed no significant changes compared to December 31, 2017 and mainly refer to companies belonging to the Domestic Business Unit.
Miscellaneous payables and other non-current liabilities rose by 1,619 million euros compared to December 31, 2017. The figure breaks down as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Miscellaneous payables (non-current) | ||
| Payables to social security agencies | 275 | 238 |
| Income tax payables (*) | 42 | 45 |
| Other payables | 1,919 | 16 |
| (a) | 2,236 | 299 |
| Other non-current liabilities | ||
| Deferred revenues from customer contracts (Contract liabilities) | 109 | |
| Other deferred revenue and income | 595 | |
| Capital grants | 357 | 391 |
| Deferred income | 988 | |
| (b) | 1,061 | 1,379 |
| Total (a+b) |
3,297 | 1,678 |
(*) Analyzed in the Note "Income tax expense"
The impacts caused by the adoption of IFRS 15 are summarized below:
| (millions of euros) | 12/31/2017 | Adoption of new standards | 1/1/2018 | ||
|---|---|---|---|---|---|
| Reclassifications IFRS 15 |
Adjustments IFRS 15 |
||||
| Miscellaneous payables (non current) |
|||||
| Payables to social security agencies |
238 | − | − | 238 | |
| Current income tax payables | 45 | − | − | 45 | |
| Other payables | 16 | − | − | 16 | |
| (a) | 299 | 299 | |||
| Other non-current liabilities | |||||
| Deferred revenues from customer contracts (Contract liabilities) |
− | 350 | (251) | 99 | |
| Other deferred revenue and income |
− | 638 | − | 638 | |
| Capital grants | 391 | − | − | 391 | |
| Deferred income | 988 | (988) | − | − | |
| (b) | 1,379 | − | (251) | 1,128 | |
| Total | (a+b) | 1,678 | − | (251) | 1,427 |
For more detailed information on the impacts caused by the adoption of IFRS 15, please refer to the Note "Accounting Standards".
Miscellaneous payables (non-current) included:
payables to social security agencies equal to 275 million euros and mainly related to the remaining amount due to the INPS for the application of the 2015 arrangements relating to Article 4 paragraphs 1- 7ter, of Italian Law 92 of June 28, 2012, the "Fornero Law" (see the Note "Employee benefits expenses" for more details).
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Non-current payables: | ||
| Due from 2 to 5 years after the end of the reporting period | 259 | 226 |
| Due beyond 5 years after the end of the reporting period | 16 | 12 |
| 275 | 238 | |
| Current payables | 173 | 58 |
| Total | 448 | 296 |
Trade and miscellaneous payables and other current liabilities fell by 619 million euros compared to December 31, 2017. The figure breaks down as follows:
| (millions of euros) | 12/31/2018 | of which Financial Instruments |
12/31/2017 | of which Financial Instruments |
|---|---|---|---|---|
| Payables on construction work (a) |
18 | 19 | ||
| Trade payables | ||||
| Payables to suppliers | 4,090 | 4,090 | 4,262 | 4,262 |
| Payables to other telecommunication operators | 380 | 380 | 383 | 383 |
| (b) | 4,470 | 4,470 | 4,645 | 4,645 |
| Tax payables (c) |
262 | 584 | ||
| Miscellaneous payables | ||||
| Payables for employee compensation | 151 | 245 | ||
| Payables to social security agencies | 338 | 202 | ||
| Payables for TLC operating fee | 15 | 15 | ||
| Dividends approved, but not yet paid to shareholders | 35 | 35 | 19 | 19 |
| Other | 164 | 105 | 223 | 174 |
| Employee benefits (except for employee severance indemnities) for the current portion expected to be settled within 1 year |
52 | 97 | ||
| Provisions for risks and charges for the current portion expected to be settled within 1 year |
344 | 292 | ||
| (d) | 1,099 | 140 | 1,093 | 193 |
| Other current liabilities | ||||
| Liabilities from customer contracts (Contract liabilities) |
931 | 193 | ||
| Customer-related items | 602 | 77 | ||
| Advances received | 69 | |||
| Other deferred revenue and income | 121 | |||
| Trade and miscellaneous deferred income | 508 | |||
| (e) | 1,052 | 193 | 1,179 | 77 |
| (a+b+c+d Total +e) |
6,901 | 4,803 | 7,520 | 4,915 |
Further details on Financial Instruments are provided in the Note "Supplementary disclosure on financial instruments".
| (millions of euros) | 12/31/2017 | Adoption of new standards | ||||
|---|---|---|---|---|---|---|
| Reclassifications IFRS 15 |
Adjustments IFRS 15 |
|||||
| Payables on construction work | (a) | 19 | − | − | 19 | |
| Trade payables | ||||||
| Payables to suppliers | 4,262 | − | − | 4,262 | ||
| Payables to other telecommunication operators |
383 | − | − | 383 | ||
| (b) | 4,645 | − | − | 4,645 | ||
| Tax payables | (c) | 584 | 584 | |||
| Miscellaneous payables | ||||||
| Payables for employee compensation |
245 | − | − | 245 | ||
| Payables to social security agencies |
202 | − | − | 202 | ||
| Payables for TLC operating fee | 15 | − | − | 15 | ||
| Dividends approved, but not yet paid to shareholders |
19 | − | − | 19 | ||
| Other | 223 | − | − | 223 | ||
| Employee benefits (except for employee severance indemnities) for the current portion expected to be settled within 1 year |
97 | − | − | 97 | ||
| Provisions for risks and charges for the current portion expected |
||||||
| to be settled within 1 year | 292 | − | − | 292 | ||
| (d) | 1,093 | − | − | 1,093 | ||
| Other current liabilities | ||||||
| Liabilities from customer contracts (Contract liabilities) |
− | 1,033 | (113) | 920 | ||
| Customer-related items | 602 | (602) | − | − | ||
| Advances received | 69 | (69) | − | − | ||
| Other deferred revenue and income |
146 | − | 146 | |||
| Trade and miscellaneous deferred income |
508 | (508) | − | − | ||
| (e) | 1,179 | − | (113) | 1,066 | ||
| Total | (a+b+c+d+e) | 7,520 | − | (113) | 7,407 |
For more detailed information on the impacts caused by the adoption of IFRS 15, please refer to the Note "Accounting Standards".
Trade payables amounting to 4,470 million euros (4,645 million euros at December 31, 2017), mainly refer to TIM S.p.A. (2,925 million euros) and to the companies of the Brazil Business Unit (1,044 million euros); as regards TIM S.p.A., the reduction in trade payables reflects the trend in payments of bills payable.
Tax payables are equal to 262 million euros and refer to both tax payables of the Brazil Business Unit (139 million euros) and TIM S.p.A. payables relating to: withholding tax payables to the tax authorities as withholding agent (69 million euros), payables for government concession tax (21 million euros) and VAT payable (12 million euros).
Miscellaneous payables include, among others, the amount due to INPS for the application of the 2015 arrangements relating to Article 4 paragraphs 1-7ter, of Italian Law 92 of June 28, 2012, the "Fornero Law", as explained in the note "Miscellaneous payables and other non-current liabilities".
Other current liabilities amounted to 1,052 million euros (1,179 million euros at December 31, 2017). They break down as follows:
A description is provided below of the most significant judicial, arbitration and tax disputes in which TIM Group companies are involved at December 31, 2018, as well as those that came to an end during the period. The TIM Group has posted liabilities totaling 508 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 Annual Financial Report 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 Antitrust Authority, please note that based on Article 15, paragraph 1 of Italian Law 287/1990 ("Antitrust regulations"), the Authority has the right to impose an administrative sanction calculated on the turnover of the Group in cases of breaches considered serious.
At December 31, 2018, companies belonging to the Brazil Business Unit were involved in tax or regulatory disputes, the outcome of which is estimated as a possible loss totaling around 16.5 billion reais (14.5 billion reais at December 31, 2017). The main types of litigation are listed below, classified according to the tax to which they refer.
On March 22, 2011, TIM Celular S.A. (company incorporated into TIM S.A. starting from October 31, 2018) was served notice of a tax assessment issued by the Federal Tax Authorities of Brazil for a total sum of 1,265 million reais as of the date of the notification, including fines and interest, as a result of the completion of a tax investigation concerning financial years 2006, 2007, 2008 and 2009 for the companies TIM Nordeste Telecomunicações S.A. and TIM Nordeste S.A. (formerly Maxitel), companies which have been progressively incorporated into TIM Celular with the aim of rationalizing the corporate structure in Brazil.
The assessment notice includes various adjustments; the main challenges may be summarized as follows:
The adjustments included in the assessment notice were disputed by TIM Celular, in administrative court, with the filing of its first objections on 20 April 2011. On April 20, 2012, TIM Celular received notification of the decision of the administrative court of first instance which confirmed the findings set out in the assessment notice; TIM Celular promptly filed an appeal against this decision on May 21, 2012.
The Company, as confirmed by specific legal opinions, believes it is unlikely that significant disbursements can be expected.
Still in relation to the federal level of taxation, the following additional disputes should also be noted:
Overall, the risk for these cases, considered to be possible, amounts to 4 billion reais (3.7 billion reais at December 31, 2017).
Within the scope of the state levy, there are numerous challenges regarding ICMS, and in particular:
In February 2018 the State of São Paulo notified two tax assessments regarding ICMS to TIM Celular, for a total amount of 679 million reais (at the date of the assessment, including fines and interest). The first assessment (344 million reais) regarded a challenge of ICMS credits in relation to acting as a withholding agent, applicable when equipment is bought and distributed in different States. The second assessment (335 million reais) challenged ICMS credits deriving from the "special credit" recognized by the company to its prepaid customers, against subsequent top-ups.
In June 2018 the State of São Paulo notified two further tax assessments to TIM Celular, again relating to ICMS, for a total amount of 369 million reais (at the date of the assessment, including fines and interest). This assessment too relates to ICMS credits deriving from the "special credit" recognized by the company to its prepaid customers against subsequent top-ups, as well as to the fines imposed for ICMS breaches. For a minor part of the claim, the company decided to authorize payment of the amount requested, instead of starting legal proceedings, benefiting from a discount on the fine. The dispute thus continues for the remaining amount, 296 million reais.
Overall, the risk for these cases, considered to be possible, amounts to 8.9 billion reais (7.4 billion reais at December 31, 2017).
Among disputes classified with a "possible" degree of risk, there are some relating to municipal taxes for a total amounting to around 0.7 billion reais.
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 2.9 billion reais (2.7 billion reais at December 31, 2017).
***
In March 2017, the Supreme Federal Court of Brazil recognized the inclusion of ICMS in the calculation of the PIS/COFINS contribution as unconstitutional. TIM Participações, through its subsidiary company TIM S.A. (previously named "Intelig Telecomunicações Ltda"), as the incorporating company of TIM Celular S.A., as well as other companies belonging - in the past - to the Tim Brasil Group, that submitted applications of the same nature, has been involved in legal proceedings since 2007 and 2006, respectively, requesting reimbursements related to the allowed previous five years, and therefore with effect from 2002 and 2001, respectively.
Taking into account the ruling of the aforementioned Supreme Court, in favor of taxpayers, the Company - with the approval of its legal advisors - decided not to include ICMS when calculating the PIS/COFINS contribution, beginning in April of 2017.
For some of these proceedings, the Court of Appeal has already given a favorable decision, in line with that of the Supreme Court, and the appeals presented by the tax authorities were rejected, on the basis of the same arguments. Despite the tax authorities representative's request to limit the retroactive nature of the decisions, the Company - again with the approval of its legal advisors, believes that the decisions will not affect the rights claimed through legal proceedings.
The Company has estimated that at the end of the proceedings - after the definitive rulings and completion of consequential activities - the receivables would amount to approximately 3.3 billion reais, of which 1.9 billion reais from tax, and 1.4 billion reais from legal revaluation. Moreover, in respect of this potential tax credit, in the course of 2018, following a definitive and indisputable decision, the Company recognized a receivable of to 353 million reais.
In December 2008 TIM received notification of the application for its committal for trial for the administrative offense specified in articles 21 and 25, subsections 2 and 4, of Legislative Decree 231/2001 in relation to the affairs that involved several former employees of the Security function and former collaborators of the Company charged – among other things – with offenses involving corruption of public officials, with the object of acquiring information from confidential files. In May 2010, TIM definitively ceased to be a defendant in the criminal trial, the Judge for the Preliminary Hearing having approved the motion for settlement of the proceedings (plea bargaining) presented by the Company. In the hearing before Section One of the Milan Court of Assizes, TIM acted in the dual role of civil party and civilly liable party. On the one hand, in fact, TIM was admitted as the civil party damaged by all the accused parties on all counts, and on the other it was charged with civil liability under Article 2049 of the Civil Code for the facts allegedly committed by the accused in relation to 32 civil parties. Telecom Italia Latam and Telecom Italia Audit & Compliance Services (now incorporated into TIM) also participated in the hearing as civil parties, having filed appearances since the Preliminary Hearing and brought charges against the defendants for hacking. After the lengthy evidence hearings, 22 civil parties filed claims for compensation, also against TIM as civilly liable party, for over 60 million euros (over 42 million euros of which requested by a single civil party). The Company itself, as civil party, also summarized its conclusions against the defendants, requesting that they be found liable for all the damages suffered as a result of the facts of the case. In February 2013, Section 1 of the Milan Court of Assizes issued the first instance judgment, sentencing the defendants to terms of imprisonment of between 7 years and 6 months and one year. The Court also recognized that there had been non-pecuniary damage to some of the civil parties as a consequence of the alleged facts, and sentenced the defendants, jointly and severally with civilly liable party TIM, to compensate said damages, totaling 270,000 euros (in part jointly and severally with Pirelli) plus legal fees; at the same time the Court also sentenced the defendants to pay compensation for pecuniary and non-pecuniary damages incurred by the Company, granting it a provisional sum of 10 million euros. The judgment also recognized the existence of nonpecuniary damage to the companies Telecom Italia Latam and Telecom Italia Audit & Compliance Services, sentencing the defendants to pay compensation for damages on an equitable basis of 20,000 euros for each company. In November 2013 the grounds for the judgment in the first instance were published (which, for its part, the Company decided not to contest). At the end of the appeal, which was brought by the convicted defendants, the judgment in the first instance was partly reversed. The appeal judge took note of the fact that the time-limit had expired on the majority of the charges, and made an order not to proceed against the defendants who had been convicted in the lower court, with the exception of two private investigators, who were found guilty of the offense of revealing information which was subject to a prohibition on disclosure. As for the civil judgments, the Court revoked those made by the judge of first instance and ruled in favor of three ministries, AGCM and the Revenues Agency. The Court also decided to revoke the provisional sum of 10 million euros awarded to the Company as civil party at the end of the proceedings in the court of first instance, making a generic ruling that the defendants should pay compensatory civil damages. Finally, the appeal judge also rejected all the demands for compensation advanced in the appeals by certain civil parties for a total of about 60 million euros, in respect of which the Company has the role of party liable for damages. At the end of the appeal, therefore, the civil rulings settled in the first instance were confirmed which TIM, as the party liable for damages, had already paid to the damaged requesting parties. The three defendants brought an appeal to the Court of Cassation against the judgment of the second instance issued by the Milan Appeal Court of Assizes. In April 2018 the Supreme Court confirmed the convictions of the defendants and canceled the civil rulings, referring the issue generically to the civil court, for a more careful assessment of the claims made, above all concerning the quantum of evidence. It also canceled and referred the confiscation in favor of the State, which will have to be reassessed by a different section of the Milan Court of Assizes of Appeal.
In August 2017 the Presidency of the Council of Ministers started formal proceedings against TIM (and also against Vivendi) to ascertain that TIM was indeed obliged to notify Vivendi's acquisition of corporate control of TIM and its strategic assets, pursuant to the 'Golden Power' law. In September 2017, the proceedings in question concluded by ascertaining that this obligation did exist for TIM with effect from May 4, 2017 (the date of the Shareholders' Meeting that renewed TIM's corporate bodies).
As a result of this decision by the Presidency of the Council of Ministers, new and separate administrative proceedings started for the imposition on TIM of a financial penalty laid down by the Golden Power law for noncompliance with the aforementioned obligation to notify. These proceedings ended on May 8, 2018 with the imposition of a financial penalty of 74.3 million euros.
The Company is convinced that it has the legal arguments to demonstrate that it was under no obligation to notify the control exercised over it by Vivendi; it therefore has already filed an extraordinary appeal to the President of the Republic to request the abrogation of the order of September 2017 and has appealed against the aforementioned order of May 8, 2018 which imposed a financial penalty, requesting its precautionary suspension. With an order in July 2018, the TAR granted this application and suspended payment of the fine, setting a date for the appeal to be heard.
It should also be noted that in May 2018 a guarantee bond for 74.3 million euros was issued in favor of the Presidency of the Council. TIM had been requested to submit such a bond for its application to Lazio TAR for precautionary suspension of the collection of the fine imposed for alleged breach of Article 2 of Decree Law 21 of March 15, 2012 (the "Golden Power" law).
On the other hand, the Presidency of the Council of Ministers exercised the special powers prescribed in the Golden Power law through two specific rulings in October and November 2017 with which it imposed specific prescriptions and conditions on TIM S.p.A. and on the companies of the Telecom Italia Sparkle group and Telsy Elettronica e Telecomunicazioni.
The prescriptions, according to the Administrative Authority, are essentially connected to the circumstance that these companies, in part, perform activities that are relevant for national security and as far as TIM is concerned to the circumstance that it also owns the infrastructure and the systems used to provide access to end-users of services covered by the universal service obligation.
Any failure on the part of the recipients of the orders to execute the conditions and prescriptions is penalized in the same way as failure to notify significant acts for the purpose of the application of Golden Power law.
The companies subject to the prescriptions are required to send periodic reports to a special Monitoring Committee established at the office of the Prime Minister in order to verify compliance with the aforementioned prescriptions.
In December 2017 the Group sent to the Presidency of the Council of Ministers the first compliance report outlining all the proposals and activities put in place to carry out the prescriptions.
In this case too TIM has already submitted an extraordinary appeal to the President of the Republic to request abrogation of the orders in question.
As stated, the premise for exercising special powers was (erroneously, according to the Company) referred to the de facto control resulting from the outcome of the shareholders' meeting of May 4, 2017 and to the direction and coordination of TIM by Vivendi. Both these circumstances no longer apply, as:
Consequently, the Company requested the Prime Minister's Office to revoke the two Decrees, stating, in any case that it was willing as an alternative to assist in rewording the requirements applicable to TIM in view of the changed situation.
In a decree of July 6, 2018, the Prime Minister's Office did not consider an additional exercise of special powers, upholding the validity of the two Decrees already issued and rejecting the request to revoke them.
The reason for the above is due to the alleged circumstance that the new governance structures of the Company would be highly variable; this would not allow for the rulings according to which the special powers were exercised to be overruled, save for the need to protect the public interest as regards network security and operation.
The Company has lodged an appeal, with additional reasons and as part of the appeals already lodged, against the Prime Minister's decrees of October 16, and November 2, 2017, and against the Prime Minister's resolution of July 6, 2018, rejecting the appeal for revocation presented by the company, on the outcome of the changed situation in corporate governance.
Case A428 was closed in May 2013 with the decision by the Italian Antitrust Authority (AGCM) to impose two administrative fines on TIM of 88,182,000 euros and 15,612,000 euros for abuse of a dominant position. The Company (i) allegedly hindered or delayed the activation of access services requested by OLOs through refusals made on unjustified and spurious grounds; (ii) allegedly offered its access services to end customers on economic and technical terms and conditions claimed to be unmatchable by competitors that purchase wholesale access services from TIM, solely in geographical areas of the country where access services are available unbundled from the local network and hence where other operators can compete more effectively with the Company.
TIM contested the decision with the Lazio Regional Administrative Court (TAR), requesting suspension of payment of the fine. Specifically, it was argued: that the right of defense in the proceeding had been infringed; that the alleged organizational arrangements disputed by the AGCM and purportedly at the basis of the infringement of provisioning processes for OLOs had been the subject of specific provisions by the Authority for the sector (AGCom); that a comparative analysis of internal/external provisioning processes in truth resulted in improved outcomes for the OLOs with respect to the Retail division of TIM and as such no form of inequality of treatment and/or opportunistic conduct by TIM existed; and (with reference to the second count of abuse) that the conduct challenged was structurally inapt to squeeze the margins of the OLOs.
In May, 2014, the Lazio TAR handed down its ruling rejecting TIM's appeal and upholding the fines imposed by the decision contested. In September 2014, the Company lodged an appeal against the ruling.
In May 2015, by ruling 2497/15, the Council of State found the judgment of first instance did not present the irregularities claimed by TIM and upheld the decision of the AGCM. The Company had already, at that date, paid the fines and relative interest.
In July 2015, TIM was served notice of the AGCM's decision to initiate an investigation for non-compliance to determine whether the Company had complied with the order not to engage in conduct having the same or similar object as the infringement identified by the decision that settled the A428 case in May 2013.
On January 13, 2017, TIM was served notice of AGCM's final assessment, which found that TIM had complied in full with the A428 decision and, as such, the conditions for the imposition of a fine for non-compliance were not present.
AGCM also acknowledged that the conduct of TIM following the 2013 decision was geared towards the continuous improvement of performance in the supply of wholesale access services, as concerns not only the services subject to investigation, but also new services for ultra-broadband access. In its assessment of compliance, AGCM acknowledged the positive impact of the roll-out, although not yet completed, of TIM's New Equivalence Model (NEM). The AGCM decision ordered TIM to: (i) continue with the roll-out of the NEM through to its completion, scheduled for April 30, 2017; (ii) inform the Authority of the performance levels of wholesale access service supply systems and of the completion of the relative internal reorganization project by the end of May 2017. TIM promptly complied with both orders, as positively assessed by the Authority by notice dated August 9, 2017.
Vodafone disputed the final decision adopted by the AGCM on the non-compliance investigation with the Lazio Regional Administrative Court (TAR). TIM filed an appearance, as in the other lawsuits filed in March 2017 by the operators CloudItalia, KPNQWest Italia and Digitel.
In August 2013, Vodafone, also in its capacity as acquiring entity of the operator Teletu, filed a major damages claim with the Court of Milan for alleged anti-competitive and abusive conduct (based primarily on the AGCM A428 decision) purportedly pursued by TIM over the period 2008–2013. The damages claim was quantified by Vodafone for an estimated amount between 876 million euros and 1,029 million euros.
Specifically, Vodafone alleged that a technical boycott had been put in place by refusing the activation of lines requested for Teletu customers (in the period from 2008 to June 2013) and that purportedly abusive pricing policies had been adopted for wholesale network access services (from 2008 to June 2013). In addition, the plaintiff complained of margin squeezing practices through the alleged application of higher than permitted discounts for business customers and the alleged implementation of unlawful and anti-competitive win-back practices (from the second half of 2012 to June 2013).
TIM filed an appearance challenging the substance and amount of the plaintiff's claims and lodging, in turn, a counterclaim. Following the ruling in August 2016 of the Italian Supreme Court of Cassation confirming the jurisdiction of the Court of Milan to hear the dispute, the main proceedings were resumed with the hearing held in December 2016.
With writ of summons before the Milan Court served in May 28, 2015, Vodafone filed additional damages claims, all based on the same AGCM A428 decision and referring to alleged damages suffered between July 2013 and December 2014 (and hence over a period subsequent to that of the damages claim reported above), for a total amount of around 568.5 million euros.
In its claim, the plaintiff also reserved the right to quantify additional damages during the case for subsequent periods, on the grounds that TIM had continued to engage in the alleged abusive conduct. TIM filed an appearance challenging the substance and amount of the plaintiff's claims and lodging, in turn, a counterclaim.
By order of October 6, 2016, the judge approved Vodafone's application for the two A428 lawsuits brought by it to be joined. At the end of the hearing on December 21 reopening the proceeding, terms were set for the filing of preliminary pleadings and the hearing for the submission of means of proof was set for July 11, 2017. With the first preliminary pleading, filed after the favorable outcome for TIM of the A428-C case (which found the Company had not engaged in abusive conduct after 2011), Vodafone decided to file an additional and similar damages claim for the period 2015–2016, which revised the claim for a total of 1,812 million euros of damages, which TIM contested and refuted.
With writ of summons before the Milan Court served in August 2015, the operator Colt Technology Services filed a damages claim based on the A428 decision, requesting compensation for alleged damages suffered from 2009 to 2011 as a result of purportedly inefficient and discriminatory conduct by TIM in the wholesale service supply process. The damages claim was quantified in a total of 27 million euros for lost profits from the alleged nonacquisition of new customers and the claimed impossibility of providing new services to customers already acquired. The plaintiff also filed a damages claim for compensation for damages to its commercial image and reputation. The lawsuit follows on from an out-of-court claim for around 23 million euros made by Colt in June 2015, which the Company had rejected outright. TIM has filed an appearance, fully contesting the claims of the other party.
With writ of summons before the Rome Court, KPNQ West Italia filed a damages claim for a total of 37 million euros in compensation for alleged anticompetitive and abusive conduct over the period 2009–2011, in the form of technical boycotting (refusals to activate wholesale services – KOs). The claim was based on the contents of the decision of the Italian Antitrust Authority that settled the A428 case. TIM filed an appearance, contesting all of the plaintiff's allegations.
With a writ of summons before the Rome Court, Teleunit claimed 35.4 million euros in compensation from TIM, based on the known decision of the Italian Competition Authority that settled the A428 case. Specifically, the other party complained that in the period 2009/2010 it had suffered abusive conduct on TIM's part in the form of technical boycotting (refusals to activate network access services – KOs), and anticompetitive practices in the form of margin squeezing (excessive squeezing of discount margins, considered abusive inasmuch as they cannot be replicated by competitors). TIM filed an appearance, contesting all of the plaintiff's allegations.
With a writ of summons issued in October 2009 before the Milan Appeal Court, Teleunit asked that TIM alleged acts of abuse of its dominant position in the premium services market be ascertained. The plaintiff quantified its damages at a total of approximately 362 million euros. TIM filed an appearance, contesting the claims of the other party.
After the ruling of January 2014 with which the Court of Appeal declared that it was not competent in this matter and referred the case to the Court, Teleunit reinstated the case before the Milan Court the following April. TIM filed an appearance in the reinstated proceedings challenging the plaintiff's claims.
In its judgment of May 2017, the Milan Court rejected Teleunit's claim in its entirety, and ordered the company to pay the legal costs of the case. This judgment was appealed by Teleunit, in June 2017, before the Milan Court of Appeal. TIM filed an appeal challenging the arguments presented by the other party and asking that the judgment in the first instance be fully confirmed. With an order in March 2018 the Milan Court of Appeal declared Teleunit's appeal pursuant to Article 348-bis of the Italian Code of Civil Procedure to be manifestly without foundation, and hence inadmissible. In May 2018 Teleunit appealed the judgment of the Court of Appeal to the Court of Cassation. TIM served a defense on the appellant, asking that the appealed ruling (and hence the judgment in the first instance) be confirmed in full.
The lawsuit brought by Siportal against TIM is currently pending before the Rome Court, by which Siportal has sued for approximately 48.4 million euros of compensation for alleged damages from abusive conduct in the form of technical boycotting over the period 2009–2011 and from the knock-on effects of the abuse until 2015, with the loss of commercial partners and the non-acquisition of new customers (the latter quantified for 25 million euros of damages). The claims are based on the decision of the Italian Antitrust Authority that settled the A428 case. TIM has filed an appearance, fully rejecting the claims of the other party.
With writ of summons before the Rome Court, MC-Link filed a damages claim for a total of 51 million euros in compensation for alleged anticompetitive and abusive conduct over the period 2009-2012, in the form of technical boycotting (refusals to activate wholesale services – KOs). The claim was based on the contents of the decision of the Italian Antitrust Authority that settled the A428 case. TIM filed an appearance, contesting all of the plaintiff's allegations.
By decision adopted on July 10, 2013, AGCM extended to TIM the investigation initiated in March that year into a number of companies engaged in the fixed-line network maintenance services sector, aimed at establishing whether an agreement was in place breaching Article 101 of the Treaty on the Functioning of the European Union. The investigation was initiated following two reports made by Wind informing AGCM that it had found, when inviting bids for the award of corrective maintenance services on the network, substantial uniformity among the prices applied by the aforementioned companies and a significant difference with the bids subsequently tendered by other various companies.
TIM was charged by AGCM with having played a role in coordinating the other parties investigated, both in the formulation of the bids invited by Wind and in relation to the positions taken by them before the Italian Communications Authority.
TIM challenged the decisions with the Regional Administrative Court (TAR) on the grounds that the Competition Authority lacked jurisdiction.
On July 7, 2014, notice was served of the AGCM's decision to extend the object of the investigation to determine whether the Company had abused its dominant position by taking initiatives apt to influence the bid terms and conditions for ancillary technical services in the preparation of the bids for Wind and Fastweb by the maintenance companies. With the extension decision, the Authority also extended the closing date of the investigation, originally set for July 31, 2014, to July 31, 2015. The extension decision was similarly challenged with the Lazio Regional Administrative Court on the grounds that the Competition Authority lacked jurisdiction. In November 2014, for reasons of procedural economy, although convinced of the legitimacy of its actions, TIM submitted a proposed series of undertakings to AGCM to resolve the competition concerns under investigation. On December 19, 2014, AGCM issued its decision finding that the undertakings were not clearly unfounded and subsequently ordered their publication for market testing.
On March 25, 2015, AGCM definitively rejected the undertakings, finding them insufficient to resolve the anticompetition concerns under investigation.
On July 21, 2015, notice was served on the parties under investigation of the Investigation Findings, in which the offices of AGCM recommended (i) dismissing the charges of abuse of a dominant position and (ii) confirming, instead, the existence between TIM and the maintenance companies of an agreement aimed at coordinating the economic terms and conditions of the bids for Wind and Fastweb and preventing the disaggregated supply of ancillary technical services.
On December 16, 2015, a final decision was handed down confirming the conclusions of the Investigation Findings, asserting the existence, between 2012 and 2013, of an agreement restricting competition and imposing on the Company, as a result, a fine of 21.5 million euros, which was paid in March 2016. The relevant market is that for corrective maintenance (assurance) services, or, more precisely, troubleshooting on TIM ULL lines. The objective of the conduct engaged in by the Company and the network companies was to restrict competition and prevent the development of disaggregated forms of supply of ancillary technical services.
TIM lodged an appeal against the decision with the Lazio Regional Administrative Court. In September 2016, the court dismissed the appeal in its judgment 09554/2016, which the Company has challenged in an appeal with the Council of State.
With writ of summons before the Milan Court, Wind filed a damages claim against TIM for approximately 57 million euros, recently increased during the case to approximately 58 million euros, in compensation for damages arising from alleged anticompetitive conduct which AGCM had fined in the I-761 case (concerning corrective maintenance). The other party alleged that such conduct had delayed and hindered its chances of obtaining more favorable terms and conditions on the disaggregated purchase of fault repair services on ULL access lines, the effects of which were initially claimed to have persisted until 2015, but were then claimed by Wind to be still underway. TIM has filed an appearance, refuting the claims of the other party.
With writ of summons before the Milan Court, Vodafone filed a damages claim against TIM and some network companies for approximately 193 million euros in compensation from TIM for damages arising from alleged anticompetitive conduct which AGCM had fined in the I-761 case (concerning corrective maintenance), over the period 2011–2017.
Vodafone claimed that TIM had allegedly infringed antitrust regulations in the wholesale markets for access to its fixed-line network (ULL lines; Bitstream; WLR) through the abuse of a dominant position and an unlawful agreement with maintenance companies to maintain a monopoly on the offer of corrective maintenance services on its network. Specifically, the restrictive agreement allegedly concerned the coordination, by the Company, of the economic terms and conditions contained in the bids for maintenance services prepared by the aforementioned companies for OAOs, with artificially high prices with respect to the cost of the maintenance included in the regulated access fee, with a view to discouraging the disaggregation of the service itself. The Company has filed an appearance, challenging all of the plaintiff's allegations.
In June 2017 the Italian Antitrust Authority (AGCM) 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 ultra-broadband fixed network. In particular, the AGCM 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 ultra-broadband 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 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 ultra-broadband, 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, the Italian Antitrust Authority once and for all rejected the proposed series of undertakings as it considered them unsuitable in light of the objections raised. The proceeding is currently set to end by May 31, 2019.
At its meeting on February 1, 2017, AGCM initiated an investigation for possible breach of Article 101 of the TFEU (prohibition of agreements that restrict competition) against TIM S.p.A. and Fastweb S.p.A., following the signing of an agreement aimed at setting up a cooperative joint venture called Flash Fiber S.r.l.. TIM, in agreement with Fastweb, submitted some amendments to the agreements signed, in the form of proposed undertakings, aimed at closing the investigation without any breach being ascertained and, therefore, without any fine.
On March 28, 2018, AGCM resolved to approve the undertakings, making them binding on the Parties, and closed the case without imposing any fine.
On June 11, 2018, Open Fiber S.p.A. and Wind Tre S.p.A. filed separate appeals to the Lazio Regional Administrative Court (TAR) against the order closing case I-799 with the acceptance of the undertakings. They allege that this order has a series of procedural and substantial defects. Open Fiber S.p.A. also asked for the precautionary suspension of the order.
With a ruling on July 19, the TAR rejected Open Fiber's request for precautionary suspension since there were no exigent circumstances. The appeal hearing was afterwards set for February 2020. The TAR has set a hearing for Wind Tre's appeal in May 2019.
In June 2015, Vodafone filed a damages claim with the Milan Court for the alleged abuse of a dominant position by TIM in the market for NGA and VULA bitstream fiber access services, with the claim for damages initially set at approximately 4.4 million euros, and later raised to a range between 30 and 48.9 million euros.
The plaintiff complained that TIM allegedly had engaged in abusive conduct by way of aggressive price offers to win customers and by hindering its access to the fiber network to make it more difficult for the party to provide ultra-broadband services to its customers.
The Company has filed an appearance, challenging the claims of the plaintiff in full and, subsequently, the revised estimate of damages made in 2016 during the case.
In June 2009, Eutelia and Voiceplus asked that alleged acts of abuse by TIM of its dominant position in the premium services market (based on the public offer of services provided through so-called Non Geographic Numbers) be investigated. The complainants quantified their damages at a total of approximately 730 million euros.
The case follows a precautionary procedure in which the Milan Appeal Court prohibited certain behaviors of the Company relating to the management of some financial relations with Eutelia and Voiceplus concerning the Non Geographic Numbers, for which TIM managed the payments from the end customers, on behalf of such OLOs and in the light of regulatory requirements. After the ruling with which the Milan Court of Appeal accepted TIM's objections, declaring that it was not competent in this matter and referring the case to the Civil Court, Eutelia in extraordinary administration and Voiceplus in liquidation resubmitted the matter to the Milan Court. The first hearing took place in the month of March 2014. TIM filed an appearance challenging the claims of the other parties. After the collapse of Voiceplus, the Milan Court declared the case suspended, in an order in September 2015. The case was later resumed by Voiceplus.
With a judgment issued in February 2018, the Milan Court accepted TIM's defense and rejected the plaintiffs' claim for compensation, ordering them, jointly and severally, to pay the legal costs. In March 2018 Eutalia and Voiceplus proposed an appeal against the judgment in the first instance.
TIM appealed against the claim, requesting confirmation in full of the judgment in the first instance.
In 2016, TIM has started civil proceedings against SKY Italia in the Milan Court, asking the court to void the contract signed by the two companies in April 2014 for the delivery and marketing, between 2015 and 2019, of the SKY IPTV (Internet Protocol Television) offer on the TIM IPTV platform, due to abuse of dominant position by the other party.
As an alternative, the Company also asked the court to reduce to a fair level the amounts demanded by SKY by way of the so-called Guaranteed Minimums ("penalties") established to SKY's advantage and related to predetermined customer sign-up and churn-rate thresholds in the five years of the partnership.
SKY filed an appearance in February 2017, challenging TIM's claim and demanding payment of the Guaranteed Minimums it claimed to have accrued, a request which was opposed by the Company. At May 2018, judgment
had been withheld on this case and the proceedings are ongoing, with a hearing for oral discussion set for April 4, 2019.
Resolution 121/17/CONS, of March 2017, with which AGCom supplemented its resolution 252/16/CONS, constitutes the concluding act of a regulatory process that has always had the sole purpose of safeguarding price transparency and comparability of economic terms and conditions.
Said resolution 121/17/CONS, inter alia, introduced instructions on billing intervals for telephony, prescribing, specifically 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, alleging that AGCom was exceeding its powers. The judgment rejecting the appeal was published on February 12, 2018, and the grounds for this were published on May 4, 2018. TIM appealed this judgment to the Council of State on June 18, 2018.
During December 2017, with its Resolution 499/17/CONS, AGCom confirmed that TIM had breached the provisions of Resolution 121/17/CONS in not having adopted a cycle of renewal of fixed telephony offers and billing at monthly intervals or multiples thereof, and 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 four-weekly and monthly billing cycles.
TIM also appealed this second resolution to the Regional Administrative Court of Lazio, asking for its precautionary suspension which, on February 22, 2018, was accepted by the Regional Administrative Court of Lazio limited to the part relating to the reimbursement orders.
Furthermore, law no 172 of December 4, 2017 decreed that contracts for the supply of electronic communications services should obligatorily prescribe that the renewal of offers and the billing of services be based on a month, or multiples thereof.
TIM adapted to this order within the period of time prescribed by law, namely within 120 days of the date it came into force (April 5, 2018).
On March 7, 2018, TIM was notified of another resolution (Resolution 112/2018/CONS) in which AGCom (i) ordered the Company to postpone, for fixed telephony services only, the due date of bills issued after the restoration of monthly billing by a number of days equal to those that had presumably been lost from June 23, 2017 onwards due to the four-weekly billing cycle; and (ii) 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.
The aforementioned resolution was challenged by TIM on March 16, 2018, with an additional submission triggered as part of the appeal against resolution 499/17/CONS, with a request for single precautionary measures, which was provisionally granted until the hearing before the Council on April 11, 2018, with a Presidential Decree published on March 26, 2017.
After the notification by AGCom, on April 9, 2018, of Presidential Decree 9/18/PRES – which amended resolution 112/18/CONS in those parts prescribing that the deferment of billing had to take place when the billing cycle was restored to monthly intervals, or multiples thereof, also ordering that the timescales for complying with the order would be identified after hearings with the operators and the main consumer protection associations – TIM and the other operators affected by the Presidential Decree withdrew their application for precautionary measures. On May 7, 2018, TIM also appealed AGCom Presidential Decree 9/18/PRES and Resolution 187/18/CONS which ratified this decree. On July 3, 2018, AGCom published new resolution 269/18/CONS, with which it set December 31, 2018 as the date by which the operators must 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. In line with the actions it has undertaken and the arguments it has made so far. TIM, in keeping with actions taken and arguments made, intends to appeal this resolution.
In September 2018, TIM also appealed Resolution 297/18/CONS in which AGCom imposed a fine of 696,000 euros for having continued to adopt weekly billing and renewal of offers as from February 16, 2018 in violation of AGCom Resolution 121/17/CONS.
With the judgement 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 submitted its preventive appeal before the Council of State to interrupt the execution of said decision and, with its ruling of December 20, 2018, the Council of State, in upholding TIM's appeal, interrupted the effectiveness of the aforesaid decision for the reversal order only, until March 31, 2019.
On November 30, 2018, AGCom published resolution 521/18/CONS with which it imposed a sanction of 1,044,000 euros on TIM. The sanction was imposed for breach of the transparency rules and rights to withdraw in amending the contractual terms and conditions of the mobile offers applied to customers starting from April 8, 2018 following restoration of monthly billing. TIM appealed this resolution as well to the Regional Administrative Court in January 2019.
On February 19, 2018, AGCM initiated a I820 preliminary proceeding against the companies TIM, Vodafone, Fastweb and Wind Tre and the industry association ASSTEL to investigate the alleged existence of an agreement among the major fixed-line and mobile telephone operators to restrict competition by coordinating their respective commercial strategies, in breach of Article 101 of the TFUE.
The presumed coordination, according to the opening provision of the proceedings by AGCM, would take the form of implementation of the obligation introduced by Article 19-quinquiesdecies of Decree Law 148/2017 (converted by Law 172/2017) which requires operators of electronic communication services to send out monthly (or monthly multiples) bills and renewed offers for fixed and mobile services.
On March 21, 2018, AGCM issued a provisional precautionary measure against all the operators involved in the proceedings with which it ordered the suspension, pending the proceedings, of the implementation of the agreement concerning the determination of repricing communicated to users at the time of reformulating the billing cycle in compliance with Law 172/17 and to independently redetermine its commercial strategy. The order with which AGCM confirmed the precautionary measure was published on April 13, 2018.
On June 12, 2018 TIM filed an appeal with the TAR for AGCM precautionary measure 27112 dated April 11, 2018 to be set aside.
In its session on June 27, 2018, AGCM took note of the brief submitted by TIM regarding compliance with the precautionary measure.
The date by which the case is to be closed has been set for March 31, 2019.
In a decision published in July 2015, the Council of State rejected the appeal lodged by AGCom and TIM against the judgment of the Lazio Administrative Court (TAR) on the financing of the universal service obligations for the period 1999–2003. With this judgment the judge had granted the appeals by Vodafone, annulling AGCom decisions 106, 107, 109/11/CONS on the renewal of the related proceedings, which included Vodafone among the subjects required to contribute, for a sum of approximately 38 million euros. Essentially, the judgment confirms that the Authority has not demonstrated the particular degree of "replaceability" between fixed and mobile telephony for mobile operators to be included among the subjects required to repay the cost of the universal service, which means that AGCom needs to issue a new ruling.
TIM has filed an application with AGCom to renew the proceedings, and an appeal against the judgment of the Council of State to the Court of Cassation (which subsequently ruled that the appeal was inadmissible).
In April 2016 Vodafone appealed against the Ministry of Economic Development (MISE) and TIM to the Council of State, for non-compliance with the judgment of the Council of State. This appeal referred to AGCom decision 109/11/CONS (2003 yearly payment, on the basis of which Vodafone had paid the sum of approximately 9 million euros as contribution, restitution of which was requested).
In its judgment of November 2016, the Council of State rejected the appeal, referring to the Regional Administrative Court (TAR) the decision on the methods of compliance. In February 2017, Vodafone presented the Lazio Regional Administrative Court with four new appeals against the Ministry of Economic Development and TIM regarding observance of the ruling, upheld on appeal, countermanding the resolutions for the years 1999–2003 and repayment of the amounts of around 38 million euros already paid to the Ministry of Economic Development as a contribution.
With a judgment issued in June 2018, the TAR rejected all of Vodafone's appeals, and, as requested by TIM, expressly affirmed that AGCom must renew the proceedings, particularly with regard to the determination of the degree of replaceability between fixed and mobile telephony. Vodafone has appealed the four judgments to the Council of State.
In relation to lawsuits brought in past years concerning the demand for payment, by the Ministry of Communications, of adjustments to amounts paid for license fees for the years 1994–1998 (for a total of 113 million euros), the Lazio Regional Administrative Court (TAR) dismissed the Company's appeal against the demand for payment of the adjustment for 1994 for a total of around 11 million euros, of which 9 million euros for revenues not received due to credit losses. TIM has appealed the judgment.
In another two judgments, the Lazio TAR dismissed, on the same grounds set out previously, the Company's appeals against the demand for payment of adjustments to the license fees for the years 1995, 1996, 1997, and 1998, for a total of approximately 46 million euros. TIM has lodged appeals against the judgments with the Council of State.
Exclusive to the 1998 fee adjustment part (equal to about 41 million), 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 n. 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 and illustrated in a subsequent paragraph). The referred questions are 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 September 2014 the Ivrea Public Prosecutor's Office closed the investigation on the presumed exposure to asbestos of 15 former workers from the companies "Ing. C. Olivetti S.p.A." (now TIM S.p.A.), "Olivetti Controllo Numerico S.p.A.", "Olivetti Peripheral Equipment S.p.A.", "Sixtel S.p.A." and "Olteco S.p.A." and served notice that the investigations had been concluded on the 39 people investigated (who include former Directors of the aforementioned companies).
On December 2014 the Ivrea Public Prosecutor's Office formulated a request for 33 of the 39 people originally investigated to be committed for trial, and at the same time asked that 6 investigations be archived.
During the preliminary hearing, which started in April 2015, TIM assumed the role of civilly liable party, after being formally summonsed by all 26 civil parties (institutions and natural persons) joined in the proceedings. At the end of the preliminary hearing, 18 of the original 33 persons accused were committed for trial. The trial started in November 2015, and, as the party liable for damages, the Company has reached a settlement agreement with 12 of the 18 individuals (heirs/injured persons/family members) who are civil parties to the dispute and they have, therefore, withdrawn the claim against TIM.
In the judgment of first instance, in July 2016, 13 of the 18 defendants were found guilty, with sentences ranging from 1 year to 5 years of imprisonment: four of the defendants were found not guilty, and one case was dismissed for health reasons. The defendants were also sentenced to pay compensation jointly and severally with the party liable for damages TIM, of an overall sum of approximately 1.9 million euros as a provisional payment to INAIL and 6 heirs who were not part of the settlement. A generic judgment to pay compensation for damages to the remaining damaged parties (entities/unions/associations) was issued, although they must in any case ask the civil court to quantify the damages. The Company challenged the rationale for the judgment in the first instance, and signed settlements, including with the final 6 heirs who constituted the civil party, before the judgment in the second instance was issued. So the only civil parties to the appeal were organizations and associations.
In April 2018, the Turin Appeal Court, overturning the judgment of the court of the first instance, found all the accused not guilty: "because there was no case to answer for all the charges".
In its considerations, filed in October 2018, the Court recognized that there was no causal link between the individual behavior of the accused persons and the death of the former workers.
The Public Prosecutor's Office at the Turin Appeal Court appealed to the Court of Cassation against said judgment based on a number of grounds for appeal, and also requested the Joint Chambers to provide clarifications regarding the principles to apply in assessing the causal link.
Litigation is still pending for lawsuits brought at the end of the 1990s by Ing. C. Olivetti & C. S.p.A. (now TIM) against Poste for the non-payment of services provided under a series of supply agreements for IT goods and services. The judgments handed down on first instance ruled partially in favor of the former Olivetti, but were challenged by Poste in individual appeals.
In 2009, the Rome Court of Appeal confirmed one of the credit claims of TIM, however in another judgment the same Court declared one of the disputed agreements null and void. Following that judgment, Poste served a writ of execution for the reimbursement of around 58 million euros, which TIM rejected given that its appeal against the judgment was still pending before the Supreme Court of Cassation.
In 2012, the Italian Supreme Court of Cassation overturned the Appeal Court ruling on which the writ of execution was based, after which the Rome Court ruled that the enforcement procedure was devoid of purpose as there was no longer any basis for the writ of execution obtained by Poste. The case has been reinstated before another section of the Rome Court of Appeal. In a recent ruling, the Rome Court of Appeal at the time of proceedings, reversing the Company's previous unfavorable appeal, confirmed the contract's validity and, with it, the legitimacy of TIM's view of the amount already collected, of which Poste had requested reimbursement.
In 2014, the trustees in the bankruptcy of Elinet S.p.A., and subsequently the trustees of Elitel S.r.l. and Elitel Telecom S.p.A. (the parent, at the time, of the Elitel group) appealed the judgment by which the Court of Rome dismissed the damages claim brought by the trustees of the Elinet-Elitel group, filing a new damages claim for a total of 282 million euros. The Company is alleged to have exercised management and control powers over the plaintiff, and, with it, over the Elitel group (an OLO in which TIM has never held any equity interest) through the management of trade receivables. TIM has filed an appearance, refuting the claims of the other party.
In May 2012, TIM and Telecom Italia International N.V. (now merged in Telecom Italia Finance) were served with a notice of arbitration proceedings brought by the Opportunity group, claiming compensation for damages allegedly suffered for presumed breach of a settlement agreement signed in 2005. Based on the plaintiff's allegations, the damages relate to circumstances that emerged in the criminal proceedings pending before the Milan Court regarding, inter alia, unlawful activities engaged in by former employees of TIM.
The investigatory phase having been completed, the hearing for oral discussion took place in November 2014, after which the parties filed their concluding arguments in preparation for the decision on the case.
In September 2015, the Board of Arbitration declared the proceedings closed, as the award was going to be filed. Subsequently, the Board of Arbitration allowed the parties to exchange short arguments and the ICC Court extended the term for the filing of the award.
In September 2016 the ICC Court notified the parties of its judgment, based on which the Board of Arbitration rejected all the claims made by the Opportunity group and decided that the legal costs, administrative costs and costs for expert witnesses should be split between the parties.
In April 2017 the Opportunity group filed an appeal against the arbitration award before the Paris Court of Appeal. In November 2017, TIM and Telecom Italia Finance received from the Secretariat of the ICC's International Court of Arbitration notice of a Request for Revision of the arbitration finding, filed by the Opportunity group, asking for a new ruling. A Board of Arbitration was subsequently established.
In October 2018, TIM and Telecom Italia Finance requested proceedings with the Paris Court of Appeal to be suspended, in the light of proceedings pending with the Court of Arbitration of the International Chamber of Commerce to review the same arbitration award.
In November 2018, the Paris Court of Appeal suspended the proceedings until the decision is taken by the Court of Arbitration in the review proceedings.
In September 2015, JVCO Participações Ltda filed an application for arbitration with the Camara de Arbitragem do Mercado (CAM) in Rio de Janeiro against TIM, Telecom Italia International, (now merged with Telecom Italia Finance-TIF), Tim Brasil Serviços e Participações S.A. and Tim Participações S.A. claiming compensation for damages arising from an alleged abuse of power of control over Tim Participações. In October 2015, all the summoned companies filed petitions and Tim Participações requested a ruling against JVCO for abuse of conduct in a capacity as shareholder with non-controlling interest.
Subsequently, the arbitration board was established and in May 2016 a preliminary hearing took place, when the Terms of Reference were signed. After the hearing, the Court of Arbitration issued a procedural order upholding the appeal made by the Group for a preliminary examination of the matter of JVCO's capacity to sue and setting a temporary schedule for arbitration. In June, the parties exchanged briefs and in their defense statements, TIM, Telecom Italia International, Tim Brasil Serviços e Participações S.A. and Tim Participações S.A. appealed against the other party's capacity to sue, Tim Participações's capacity to be sued, and challenged the existence of the abuse of power. In July 2016, the parties filed their replies. On October 19, 2016 the Court of Arbitration issued a procedural order on the preliminary issue of the capacity of the parties to appear in court, affirming JVCO's capacity to sue and Tim Participações's capacity to be sued, establishing the dates for subsequent replies of the parties. On November 21 and December 19, 2016, the parties filed additional replies. On January 31, 2017 the Court of Arbitration issued a procedural order on matters concerning proceedings, recapitulating the aspects contended and arranging for the preliminary investigation. The parties indicated the types of evidence they intended to submit; the Court of Arbitration then set the dates for hearings.
In June 2017, hearings were held in Rio De Janeiro and further documents were filed and briefs exchanged. In March 2018, the closing briefs of all parties in the proceedings were filed.
On July 23, 2018, the Court of Arbitration issued its final award in which it rejected all requests from JVCO as well as the counterclaim made by Tim Participações, and ruled that JVCO had committed abuse of power in its capacity as shareholder with non-controlling interest. It also ordered JVCO to pay 90% of arbitration fees (with TIM, TIF, Tim Brasil Serviços e Participações S.A. and Tim Participações S.A. paying the remaining 10%), and the parties to pay other legal fees directly to the defense teams of the counterparties.
Alfiere S.p.A. (Alfiere) is a company that is owned equally by TIM and CDP Immobiliare S.r.l. (CDPI), which owns the property complex named "Torri dell'Eur". It was intended that this property would house the offices of TIM's General Administration department, after restructuring works and the conclusion of a rental contract. After issues arose relating to the cancellation of the building permit, there was a lengthy dispute before the administrative court, which in the appeal recently confirmed that Alfiere is not required to pay Roma Capitale the sum of 24 million euros by way of concession fee and rejected the damages claim for approximately 300 million euros put forward by the Company against Roma Capitale after the building permit was revoked. To this regard, arbitration proceedings have also started, with TIM making two applications for arbitration of its dispute with CDPI before the arbitration chamber of the Rome Chamber of Commerce. These disputes seek: (i) to determine that CDPI was obliged to indemnify (TIM) in relation to the extraordinary contribution of 24 million euros that local authority Roma Capitale had requested from Alfiere; (ii) to determine that TIM had absolutely no obligation to pay rent for the premises, due to the fact that the property was not handed over by December 31, 2017. As part of this second arbitration case, CDPI has, by way of counterclaim, requested that all the contracts stipulated with TIM in relation to Alfiere be canceled, and TIM ordered to pay compensation for the related damages, quantified as over 88 million euros. In May 2018 the Board of Arbitration combined the aforementioned cases.
With the award granted on December 18, 2018, in accepting TIM's requests and fully rejecting those of CDPI, the Board of Arbitration established CDPI's obligation to indemnify TIM as regards the claims made by the Municipality of Rome by way of extraordinary fee, and affirmed non-existence of TIM's obligation to pay rent for the aforestated real estate complex.
In March 2012, TIM was served notice of the conclusion of preliminary enquiries, which showed that the Company was being investigated by the Public Prosecutor of Milan pursuant to Legislative Decree 231/2001, for the offenses of handling stolen goods and counterfeiting, committed, according to the Prosecution, 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 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 any of the purported profits from the offenses to be confiscated (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 notable redimensioning of the accusations, the Company reiterated its total non-involvement in the facts at issue. In November 2016, the Court handed down its ruling acquitting the Company of the accusations. All the individuals standing trial 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 deeds be sent to the Milan Court of Appeal.
TIM has summoned the Prime Minister's Office to appear in a civil suit for compensation for damages caused by the Italian State through appeal ruling 7506/09, handed down by the Council of State in breach, in the view of the Company, of Community law.
The primary claim brought by the action is founded on a precedent in Community case law which affirms the right to bring actions against a State for breach of rights recognized by Community law and infringed by a judgment that has become final, against which no other remedy can be sought. The Council of State ruling definitively denied TIM the right to the refund of the license fee for 1998 (equal to 386 million euros for Telecom Italia and 143 million euros for the former TIM, plus interest), which had already been denied by the Lazio TAR, despite the favorable and binding ruling of the Court of Justice of the European Union in February 2008. That ruling concerned the conflict between Directive 97/13/EC on a common framework for general authorizations and individual licenses in the field of telecommunications services and national law, which extended the obligation for telecommunications license-holders to pay the license fee for 1998, despite the liberalization process underway. Within the scope of the same action, the Company also filed an alternative claim for damages for tort within the meaning of Article 2043 of the Italian Civil Code. The damages claim was quantified for a total of around 529 million euros, plus legal interest and adjustment. The State Attorney's Office filed an appearance, presenting a counterclaim for the same amount. The action was assessed for its admissibility by the Court, which declared TIM's primary claim (action for damages for manifest breach of Community law under Law 117/88) to be inadmissible. The decision was overturned on appeal, in favor of the Company. In March 2015, the Rome Court handed down its judgment of first instance, ruling that the Company's claim was inadmissible. TIM has appealed the decision, and the case is now pending the hearing specifying the nature of the forms of order sought.
The damages claim filed by TIM with writ of summons in February 2012 against the operator TELETU (now merged into Vodafone) for the unlawful refusal to restore the competitor's customers to TIM is still pending. The claim has been quantified for approximately 93 million euros.
As part of agreements for the sale of assets and companies, the TIM Group has undertaken guarantees to indemnify the buyers for liabilities mainly connected with legal, tax, social security, and labor law issues, for an amount normally set as a percentage of the purchase price.
To cover such contingent liabilities, amounting to a total of around 500 million euros, provisions totaling approximately 9 million euros have been allocated solely for those cases for which payment is considered likely. Furthermore, we report that in relation to the disposal of assets and investments, the TIM Group has commitments to pay additional indemnities under specific contractual provisions, the contingent liability of which cannot be measured at present.
Guarantees, net of back-to-back guarantees received, amounted to 33 million euros.
The guarantees provided by third parties to Group companies, amounting to 6,979 million euros, refer to guarantee financing from banks and other financial institutions consisting of guarantees for loans received (1,255 million euros) and of performance guarantees under outstanding contracts (5,724 million euros). In particular, we report:
In May 2018, as mentioned above, TIM issued a surety to the Prime Minister's Office for 74.3 million euros to secure an appeal to the Lazio Administration Court for a provisional stay of the administrative fine levied on TIM following the preliminary investigation connected with the penalty proceeding initiated under Article 2 of Decree Law 21 of March 15, 2012 (the "Golden Power rule") .
| Amount (millions of euros) (1) |
|
|---|---|
| SACE | 368 |
| BBVA - Banco Bilbao Vizcaya Argentaria | 210 |
| Cassa Depositi e Prestiti | 158 |
| Intesa Sanpaolo | 115 |
| Ing | 105 |
| Unicredit | 105 |
| Commerzbank | 57 |
| Banco Santander | 52 |
| Sumitomo Mitsui Banking | 52 |
(1) The amounts shown in the table relate to loans issued by the EIB for the TIM Broadband Digital Divide, TIM Ricerca & Sviluppo Banda Larga, TIM Rete Mobile a Banda Larga, and TIM RDI for Broadband Services projects.
It is specified that:
There are also surety bonds on the telecommunication services in Brazil for 244 million euros.
The contracts for low-rate loans granted by the Brazilian Development Bank BNDES (Banco Nacional de Desenvolvimento Econômico e Social) to Tim Celular, now merged with TIM S.A., for a total equivalent amount of 267 million euros are covered by specific covenants. In the event of non-compliance with the covenant obligations, BNDES will have a right to the receipts which transit on the bank accounts of the company.
Revenues decreased by 888 million euros compared to 2017. The breakdown is as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Equipment sales | 1,538 | 1,560 |
| Services | 17,379 | 18,264 |
| Revenues on construction contracts | 23 | 4 |
| Total | 18,940 | 19,828 |
Revenues from telecommunications services are presented gross of amounts due to other TLC operators, equal to 1,616 million euros (1,737 million euros in 2017), included in Costs of services.
Revenues from services in 2018 include revenues for voice and data services on fixed and mobile networks for retail customers for 10,920 million euros and for other wholesale operators for 3,063 million euros.
Please note that in 2018, in applying IFRS 15, the Parent recognized a significant financial component in the offerings contemplating a time extension between fulfillment of the performance obligation and collection by the customer ("installment sales"); as a result, it reduced related revenues for a total amount of about 60 million euros.
For a breakdown of revenues by operating segment/geographical area, reference should be made to the Note "Segment Reporting".
Other operating income decreased by 182 million euros compared to 2017. The breakdown is as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Late payment fees charged for telephone services | 60 | 59 |
| Recovery of employee benefit expenses, purchases and services rendered | 27 | 22 |
| Capital and operating grants | 39 | 51 |
| Damages, penalties and recoveries connected with litigation | 29 | 40 |
| Partnership agreements and other arrangements with suppliers | 22 | 129 |
| Estimate revisions and other adjustments | 73 | 188 |
| Other | 91 | 34 |
| Total | 341 | 523 |
They include, inter alia:
Acquisition of goods and services decreased by 202 million euros compared to 2017. The breakdown is as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Acquisition of raw materials and merchandise (a) |
1,957 | 1,863 |
| Costs of services: | ||
| Revenues due to other TLC operators | 1,616 | 1,737 |
| Costs for telecommunications network access services | 171 | 217 |
| Commissions, sales commissions and other selling expenses | 1,158 | 1,109 |
| Advertising and promotion expenses | 236 | 277 |
| Professional and consulting services | 242 | 223 |
| Utilities | 417 | 467 |
| Maintenance | 221 | 240 |
| Outsourcing costs for other services | 465 | 513 |
| Mailing and delivery expenses for telephone bills, directories and other materials to customers |
84 | 96 |
| Other service expenses | 634 | 664 |
| (b) | 5,244 | 5,543 |
| Lease and rental costs: | ||
| Rent and leases | 607 | 645 |
| TLC circuit lease rents | 126 | 119 |
| Other lease and rental costs | 252 | 218 |
| (c) | 985 | 982 |
| Total (a+b+c) |
8,186 | 8,388 |
During 2018, in connection with the analyses and examinations preparatory for applying the new IFRS 16 standard, the TLC circuit rents, the rents for use of satellite systems - when considered costs of services - and the services component of the lease of real estate and Base Transceiver Stations were reclassified from "Lease and rental costs" to "Costs of services" in order to better represent the nature of these costs.
So that the data can be more easily compared, the reclassification was also made on the 2017 data (for a total amount of 279 million euros).
Employee benefits expenses amounted to 3,105 million euros, decreasing by 521 million euros on 2017, and consisted of the following:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Employee benefits expenses | ||
| Wages and salaries | 1,994 | 2,056 |
| Social security expenses | 738 | 745 |
| Other employee benefits | 144 | 110 |
| (a) | 2,876 | 2,911 |
| Costs and provisions for temp work (b) |
- | - |
| Miscellaneous expenses for personnel and other labor-related services rendered | ||
| Charges for termination benefit incentives | 8 | 28 |
| Corporate restructuring expenses | 216 | 680 |
| Other | 5 | 7 |
| (c) | 229 | 715 |
| Total (a+b+c) |
3,105 | 3,626 |
Employee benefits expenses mainly related to the Domestic Business Unit for 2,781 million euros (3,266 million euros in 2017) and to the Brazil Business Unit for 317 million euros (353 million euros in 2017).
"Restructuring expenses" amounted to 216 million euros; Specifically, a plan was launched at the end of 2017 for executive and non-executive staff to adopt, among others, Article 4(1–7-ter) of Law 92 of June 28, 2012 the "Fornero Law", (which provides for early retirement arrangements). During 2018, Plan take-up was greater than initially forecast, therefore estimates for staff leaving in 2019-2020 were revised, also taking into account the social security changes made by Decree Law 4 January 28, 2019. Expenses totaling 680 million euros were recognized in 2017.
The average salaried workforce, including personnel with temp work contracts, stood at 54,423 employees in 2018 (54,946 in 2017). A breakdown by category is as follows:
| (number) | 2018 | 2017 |
|---|---|---|
| Executives | 646 | 707 |
| Middle Management | 4,271 | 4,269 |
| White collars | 49,505 | 49,967 |
| Blue collars | 1 | 1 |
| Employees on payroll | 54,423 | 54,944 |
| Employees with temp work contracts | - | 2 |
| Total average salaried workforce | 54,423 | 54,946 |
Headcount in service at December 31, 2018, including personnel with temp work contracts, stood at 57,901 employees (59,429 at December 31, 2017), showing a decrease of 1,528 employees.
Other operating expenses rose by 51 million euros compared to 2017. The figure breaks down as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Write-downs and expenses in connection with credit management | 518 | 400 |
| Provision charges | 189 | 228 |
| TLC operating fees and charges | 286 | 356 |
| Indirect duties and taxes | 125 | 111 |
| Penalties, settlement compensation and administrative fines | 73 | 33 |
| Association dues and fees, donations, scholarships and traineeships | 12 | 15 |
| Other | 56 | 65 |
| Total | 1,259 | 1,208 |
| of which, included in the supplementary disclosure on financial instruments | 518 | 400 |
This item includes, inter alia, higher provision charges for bad debts (+10 million euros) compared to 2017, mainly attributable to difficulties and delays in the receipts of some South American and Mediterranean Basin operators.
Further details on Financial Instruments are provided in the Note "Supplementary disclosure on financial instruments".
Internally generated assets decreased by 56 million euros compared to 2017. The figure breaks down as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Intangible assets with a finite useful life | 248 | 272 |
| Tangible assets owned | 322 | 354 |
| Total | 570 | 626 |
Internally generated assets mainly include labor costs of dedicated technical staff for software development and the development of network solutions, applications and innovative services as well as work in connection with the design, construction and testing of network installations.
Depreciation and amortization decreased by 218 million euros compared to 2017. The breakdown is as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Amortization of intangible assets with a finite useful life: | ||
| Industrial patents and intellectual property rights | 1,171 | 1,263 |
| Concessions, licenses, trademarks and similar rights | 422 | 396 |
| Other intangible assets | 6 | 134 |
| (a) | 1,599 | 1,793 |
| Depreciation of tangible assets owned: | ||
| Buildings (civil and industrial) | 36 | 39 |
| Plant and equipment | 2,229 | 2,286 |
| Manufacturing and distribution equipment | 14 | 16 |
| Other | 162 | 159 |
| (b) | 2,441 | 2,500 |
| Depreciation of tangible assets held under finance leases: | ||
| Buildings (civil and industrial) | 159 | 130 |
| Plant and equipment | 18 | 21 |
| Other | 38 | 29 |
| (c) | 215 | 180 |
| Total (a+b+c) |
4,255 | 4,473 |
Further details are provided in the Notes "Intangible assets with a finite useful life" and "Tangible assets (owned and under finance leases)".
For a breakdown of depreciation and amortization by operating segment/geographical area, reference should be made to the Note "Segment Reporting".
Details are as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Gains on disposals of non-current assets: | ||
| Gains on the retirement/disposal of intangible and tangible assets | 13 | 15 |
| Gains on the disposal of investments in subsidiaries | − | − |
| (a) | 13 | 15 |
| Losses on disposals of non-current assets: | ||
| Losses on the retirement/disposal of intangible and tangible assets | 14 | 4 |
| Losses on the disposal of investments in subsidiaries | − | − |
| (b) | 14 | 4 |
| Total (a-b) |
(1) | 11 |
In 2018 this item was negative for 1 million euros while in 2017 it was positive (11 million euros), connected with the ordinary asset renewal process.
This item was broken down as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Reversals of impairment losses on non-current assets: | ||
| on intangible assets | 4 | − |
| on tangible assets | − | − |
| (a) | 4 | − |
| Impairment losses on non-current assets: | ||
| on intangible assets | 2,590 | 30 |
| on tangible assets | − | 7 |
| (b) | 2,590 | 37 |
| Total (a-b) |
(2,586) | (37) |
Impairment losses for 2018 amounted to 2,590 million euros and mainly refer to the goodwill impairment loss attributable to the Core Domestic unit and International Wholesale.
In accordance with IAS 36, goodwill is not subject to amortization, but is tested for impairment on at least an annual basis, when preparing the company's consolidated financial statements. At September 30, 2018, with reference to the Core Domestic Cash-Generating Unit, internal and external events and circumstances had arisen that led the company to carry out impairment testing on the CGU, with a recognition of an Impairment loss relative to the Core Domestic Unit for an amount of 2,000 million euros.
In the 2018 Financial Statements, the annual impairment test resulted in an additional impairment loss of 450 million euros on the goodwill attributed to the Core Domestic Cash-Generating Unit - therefore the total impairment loss for the financial year 2018 amounted to 2,450 million euros - as well as an impairment loss of 140 million euros on the goodwill attributed to the International Wholesale Cash-Generating Unit.
With reference to the Brazil Cash Generating Units, the Impairment test exercise did not show any impairment losses to the Goodwill allocated to the said CGUs.
Reversals totaled 4 million euros following an update by the Parent of the assessment of some construction contracts subject to prior impairment.
A more detailed analysis is provided in the Note "Goodwill".
Write-downs in 2017 totaled 37 million euros and were mainly represented by write-downs of intangible assets.
Details are as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Dividends from Other investments | 11 | 1 |
| Net income and gains on disposals of other investments | − | − |
| Loss and impairment losses on Other investments | − | (19) |
| Total | 11 | (18) |
| of which, included in the supplementary disclosure on financial instruments | 11 | 1 |
In 2018, this item showed a positive figure of 11 million euros and mainly included the dividends paid to TIM S.p.A. by the company Emittenti Titoli.
In 2017, this item amounted to an expense of 18 million euros and essentially included the allocation to the income statement of the Reserve for exchange differences on translating foreign operations for the investee company Tierra Argentea S.A., the liquidation of which was completed that year.
Finance income (expenses) showed a net expense of 1,348 million euros (expense of 1,495 million euros in 2017) and comprises:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Finance income | 1,056 | 1,808 |
| Finance expenses | (2,404) | (3,303) |
| Net finance income/(expenses) | (1,348) | (1,495) |
The items break down as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Interest expenses and other finance expenses: | ||
| Interest expenses and other costs relating to bonds | (1,012) | (1,100) |
| Interest expenses to banks | (72) | (113) |
| Interest expenses to others | (204) | (250) |
| (1,288) | (1,463) | |
| Commissions | (70) | (91) |
| Miscellaneous finance expenses (*) | (232) | (256) |
| (302) | (347) | |
| Interest income and other finance income: | ||
| Interest income | 52 | 129 |
| Income from financial receivables, recorded in Non-current assets | − | − |
| Income from securities other than investments, recorded in Non-current assets |
− | − |
| Income from securities other than investments, recorded in Current assets |
11 | 14 |
| Miscellaneous finance income (*) | 61 | 26 |
| 124 | 169 | |
| Total net finance interest/(expenses) (a) |
(1,466) | (1,641) |
| Other components of financial income and expense: | ||
| Net exchange gains and losses | (1) | 23 |
| Net result from derivatives | 114 | 132 |
| Net fair value adjustments to fair value hedging derivatives and underlyings |
(3) | 8 |
| Net fair value adjustments to non-hedging derivatives | 8 | (17) |
| Total other components of financial income and expense (b) |
118 | 146 |
| Total net financial income (expenses) (a+b) |
(1,348) | (1,495) |
| of which, included in the supplementary disclosure on net financial instruments |
(1,161) | (1,306) |
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Income from negative adjustment of IFRS 9 impairment reserve on financial assets measured through FVTOCI |
2 | − |
| Expenses from positive adjustment of IFRS 9 impairment reserve on financial assets measured through FVTOCI |
(12) | − |
| Reversal of IFRS 9 impairment reserve on financial assets measured through FVTOCI |
4 | − |
| Impairment losses on financial assets other than investments | − | − |
Further details on Financial Instruments are provided in the Note "Supplementary disclosure on financial instruments".
For greater clarity of presentation, the net effects relating to derivative financial instruments are summarized in the following table:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Exchange gains | 265 | 782 |
| Exchange losses | (266) | (759) |
| Net exchange gains and losses | (1) | 23 |
| Income from fair value hedge derivatives | 41 | 66 |
| Charges from fair value hedge derivatives | − | − |
| Net result from fair value hedge derivatives | 41 (a) |
66 |
| Positive effect of the reversal of the Reserve of cash flow hedge derivatives to the income statement (interest rate component) |
524 | 568 |
| Negative effect of the reversal of the Reserve of cash flow hedge derivatives to the income statement (interest rate component) |
(446) | (489) |
| Net effect of the Reversal of the Reserve of cash flow hedge derivatives to the income statement (interest rate component) |
78 (b) |
79 |
| Income from non-hedging derivatives | 4 | 9 |
| Charges from non-hedging derivatives | (9) | (22) |
| Net result from non-hedging derivatives | (5) (c) |
(13) |
| Net result from derivatives (a+b+c) |
114 | 132 |
| Positive fair value adjustments to fair value hedge derivatives | 50 | − |
| Negative fair value adjustments to Underlying financial assets and liabilities of fair value hedge derivatives |
(53) | − |
| Net fair value adjustments | (3) (d) |
− |
| Positive fair value adjustments to Underlying financial assets and liabilities of fair value hedge derivatives |
− | 95 |
| Negative fair value adjustments to fair value hedge derivatives | − | (87) |
| Net fair value adjustments | − (e) |
8 |
| Net fair value adjustments to fair value hedging derivatives and underlyings (d+e) |
(3) | 8 |
| Positive fair value to non-hedging derivatives | (f) 48 |
119 |
| Negative fair value adjustments to non-hedging derivatives | (g) (40) |
(136) |
Profit for the year fell by 2,439 million euros compared to 2017. The figure breaks down as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Profit (loss) for the year | (1,152) | 1,287 |
| Attributable to: | ||
| Owners of the Parent: | ||
| Profit (loss) from continuing operations | (1,411) | 1,121 |
| Profit (loss) from Discontinued operations/Non-current assets held for sale | − | − |
| Profit (loss) for the year attributable to Owners of the Parent | (1,411) | 1,121 |
| Non-controlling interests: | ||
| Profit (loss) from continuing operations | 259 | 166 |
| Profit (loss) from Discontinued operations/Non-current assets held for sale | − | − |
| Profit (loss) for the year attributable to Non-controlling interests | 259 | 166 |
| 2018 | 2017 | ||
|---|---|---|---|
| Basic earnings per share | |||
| Profit (loss) for the year attributable to Owners of the Parent | (1,411) | 1,121 | |
| Less: additional dividends for the savings shares (0.011 euros per share and up to capacity) |
− | (66) | |
| (millions of euros) |
(1,411) | 1,055 | |
| Average number of ordinary and savings shares | (millions) | 21,067 | 21,067 |
| Basic earnings per share – Ordinary shares | (euros) | (0.07) | 0.05 |
| Plus: additional dividends per savings share | − | 0.01 | |
| Basic earnings per share – Savings shares | (euros) | (0.07) | 0.06 |
| Basic earnings per share from continuing operations | |||
| Profit (loss) from continuing operations attributable to Owners of the Parent |
(1,411) | 1,121 | |
| Less: additional dividends for the savings shares | − | (66) | |
| (millions of euros) |
(1,411) | 1,055 | |
| Average number of ordinary and savings shares | (millions) | 21,067 | 21,067 |
| Basic earnings per share from continuing operations – Ordinary shares |
(euros) | (0.07) | 0.05 |
| Plus: additional dividends per savings share | − | 0.01 | |
| Basic earnings per share from continuing operations – Savings shares |
(euros) | (0.07) | 0.06 |
| Basic earnings per share from Discontinued operations/Non current assets held for sale |
|||
| Profit (loss) from Discontinued operations/Non-current assets held for sale |
(millions of euros) |
− | − |
| Average number of ordinary and savings shares | (millions) | 21,067 | 21,067 |
| Basic earnings per share from Discontinued operations/Non current assets held for sale – Ordinary shares |
(euros) | − | − |
| Basic earnings per share from Discontinued operations/Non current assets held for sale – Savings shares |
(euros) | − | − |
| 2018 | 2017 | ||
| Average number of ordinary shares | 15,039,368,195 | 15,039,368,195 | |
| Average number of savings shares | 6,027,791,699 | 6,027,791,699 | |
| Total | 21,067,159,894 | 21,067,159,894 |
| 2018 | 2017 | ||
|---|---|---|---|
| Diluted earnings per share | |||
| Profit (loss) for the year attributable to Owners of the Parent | (1,411) | 1,121 | |
| Dilution effect of stock option plans and convertible bonds (*) | 40 | 32 | |
| Less: additional dividends for the savings shares (0.011 euros per share and up to capacity) |
− | (66) | |
| (millions of euros) |
(1,371) | 1,087 | |
| Average number of ordinary and savings shares | (millions) | 22,167 | 22,167 |
| Diluted earnings per share – Ordinary shares | (euros) | (0.06) | 0.05 |
| Plus: additional dividends per savings share | − | 0.01 | |
| Diluted earnings per share – Savings shares | (euros) | (0.06) | 0.06 |
| Diluted earnings per share from continuing operations | |||
| Profit (loss) from continuing operations attributable to Owners of the Parent |
(1,411) | 1,121 | |
| Dilution effect of stock option plans and convertible bonds (*) | 40 | 32 | |
| Less: additional dividends for the savings shares | − | (66) | |
| (millions of euros) |
(1,371) | 1,087 | |
| Average number of ordinary and savings shares | (millions) | 22,167 | 22,167 |
| Diluted earnings per share from continuing operations – Ordinary shares |
(euros) | (0.06) | 0.05 |
| Plus: additional dividends per savings share | − | 0.01 | |
| Diluted earnings per share from continuing operations – Savings shares |
(euros) | (0.06) | 0.06 |
| Diluted earnings per share from Discontinued operations/Non current assets held for sale |
|||
| Profit (loss) from Discontinued operations/Non-current assets held for sale |
(millions of euros) |
− | − |
| Dilution effect of stock option plans and convertible bonds | − | − | |
| Average number of ordinary and savings shares | (millions) | 22,167 | 22,167 |
| Diluted earnings per share from Discontinued operations/Non-current assets held for sale – Ordinary shares |
(euros) | − | − |
| Diluted earnings per share from Discontinued operations/Non-current assets held for sale – Savings shares |
(euros) | − | − |
| 2018 | 2017 | ||
| Average number of ordinary shares (*) | 16,139,213,020 | 16,139,681,521 | |
| Average number of savings shares | 6,027,791,699 | 6,027,791,699 | |
| Total | 22,167,004,719 | 22,167,473,220 |
(*) The average number of ordinary shares also includes the potential ordinary shares relating to the equity compensation plans of employees for which the (market and non-market) performance conditions have been met, in addition to the theoretical number of shares that are issuable as a result of the conversion of the unsecured equity-linked convertible bond. Consequently, the "Net profit (loss) for the year attributable to Owners of the Parent and the "Profit (loss) from continuing operations attributable to Owners of the Parent" were also adjusted to exclude the effects, net of tax, related to the abovementioned plans and to the convertible bond (+40 million euros in 2018; +32 million euros in 2017).
The table below shows future potential changes in share capital, based on the issuance of the convertible bond by TIM S.p.A. in March 2015, the authorizations to increase the share capital in place at December 31, 2018, and the options and rights granted under equity compensation plans, still outstanding at December 31, 2018:
| Number of maximum shares issuable |
Share capital (thousands of euros) |
Additional Paid-in capital (thousands of euros) |
Subscription price per share (euros) |
|
|---|---|---|---|---|
| Capital increases already approved (ordinary shares) |
||||
| 2014-2016 Stock Option Plan | ||||
| 133,042 | 73 | 80 | 1.15 | |
| 343,069 | 189 | 158 | 1.01 | |
| 893,617 | 492 | 393 | 0.99 | |
| 13,497,406 | 7,423 | 5,264 | 0.94 | |
| Stock Options | 14,867,134 | 8,177 | 5,895 | |
| 2015 Convertible Bond (ordinary shares) (*) | 1,082,485,386 | 2,000,000 | n.a. | n.a. |
| Convertible bonds | 2,000,000 | |||
| Total | 2,008,177 |
(*) The number of shares potentially issuable shown may be subject to adjustments.
Further information is provided in the Notes "Financial liabilities (non-current and current)" and "Equity compensation plans".
Segment reporting is based on the following operating segments:
Other Operations
| (millions of euros) | Domestic | Brazil | Other Operations | Adjustments and eliminations |
Consolidated Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |
| Third-party revenues | 14,998 | 15,328 | 3,942 | 4,500 | − | − | − | − | 18,940 | 19,828 |
| Intragroup revenues | 33 | 26 | 1 | 2 | − | − | (34) | (28) | − | − |
| Revenues by operating segment | 15,031 | 15,354 | 3,943 | 4,502 | − | − | (34) | (28) | 18,940 | 19,828 |
| Other operating income | 273 | 471 | 69 | 52 | − | − | (1) | − | 341 | 523 |
| Total operating revenues and other income | 15,304 | 15,825 | 4,012 | 4,554 | − | − | (35) | (28) | 19,281 | 20,351 |
| Acquisition of goods and services | (6,360) | (6,235) | (1,846) | (2,168) | (7) | (4) | 27 | 19 | (8,186) | (8,388) |
| Employee benefits expenses | (2,781) | (3,266) | (317) | (353) | (6) | (7) | (1) | − | (3,105) | (3,626) |
| of which: accruals to employee severance indemnities |
(1) | (6) | − | − | − | − | − | − | (1) | (6) |
| Other operating expenses | (763) | (704) | (491) | (500) | (6) | (5) | 1 | 1 | (1,259) | (1,208) |
| of which: write-downs and expenses in connection with credit management and provision charges |
(501) | (468) | (208) | (160) | − | − | 1 | − | (708) | (628) |
| Change in inventories | 88 | 41 | 14 | (6) | − | − | − | − | 102 | 35 |
| Internally generated assets | 467 | 510 | 95 | 108 | − | − | 8 | 8 | 570 | 626 |
| EBITDA | 5,955 | 6,171 | 1,467 | 1,635 | (19) | (16) | − | − | 7,403 | 7,790 |
| Depreciation and amortization | (3,340) | (3,360) | (915) | (1,114) | − | − | − | 1 | (4,255) | (4,473) |
| Gains/(losses) on disposals of non-current assets | (13) | (2) | 12 | 14 | − | − | − | (1) | (1) | 11 |
| Impairment reversals (losses) on non-current assets |
(2,586) | (37) | − | − | − | − | − | − | (2,586) | (37) |
| EBIT | 16 | 2,772 | 564 | 535 | (19) | (16) | − | − | 561 | 3,291 |
| Share of profits (losses) of associates and joint ventures accounted for using the equity method |
(1) | (1) | − | − | − | − | − | − | (1) | (1) |
| Other income (expenses) from investments | 11 | (18) | ||||||||
| Finance income | 1,056 | 1,808 | ||||||||
| Finance expenses | (2,404) | (3,303) | ||||||||
| Profit (loss) before tax from continuing operations | (777) | 1,777 | ||||||||
| Income tax expense | (375) | (490) | ||||||||
| Profit (loss) from continuing operations | (1,152) | 1,287 | ||||||||
| Profit (loss) from Discontinued operations/Non-current assets held for sale | − | − | ||||||||
| Profit (loss) for the year | (1,152) | 1,287 | ||||||||
| Attributable to: | ||||||||||
| Owners of the Parent | (1,411) | 1,121 | ||||||||
| Non-controlling interests | 259 | 166 |
| (millions of euros) | Domestic | Brazil | Other Operations | Adjustments and eliminations |
Consolidated Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |
| Revenues from equipment sales- third party | 1,358 | 1,350 | 180 | 210 | − | − | − | − | 1,538 | 1,560 |
| Revenues from equipment sales- intragroup | − | − | − | 1 | − | − | − | (1) | − | − |
| Total revenues from equipment sales | 1,358 | 1,350 | 180 | 211 | − | − | − | (1) | 1,538 | 1,560 |
| Revenues from services- third party | 13,617 | 13,974 | 3,762 | 4,290 | − | − | − | − | 17,379 | 18,264 |
| Revenues from services- intragroup | 33 | 26 | 1 | 1 | − | − | (34) | (27) | − | − |
| Total revenues from services | 13,650 | 14,000 | 3,763 | 4,291 | − | − | (34) | (27) | 17,379 | 18,264 |
| Revenues on construction contracts- third party | 23 | 4 | − | − | − | − | − | − | 23 | 4 |
| Revenues on construction contracts-intragroup | − | − | − | − | − | − | − | − | − | − |
| Total revenues on construction contracts | 23 | 4 | − | − | − | − | − | − | 23 | 4 |
| Total third-party revenues | 14,998 | 15,328 | 3,942 | 4,500 | − | − | − | − | 18,940 | 19,828 |
| Total intragroup revenues | 33 | 26 | 1 | 2 | − | − | (34) | (28) | − | − |
| Total revenues by operating segment | 15,031 | 15,354 | 3,943 | 4,502 | − | − | (34) | (28) | 18,940 | 19,828 |
| (millions of euros) | Domestic | Brazil | Other Operations | Adjustments and eliminations |
Consolidated Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | ||
| Purchase of intangible assets | 3,385 | 1,763 | 262 | 529 | − | − | − | − | 3,647 | 2,292 | |
| Purchase of tangible assets | 2,194 | 2,842 | 637 | 635 | − | − | − | − | 2,831 | 3,477 | |
| Total purchase of intangible and tangible assets |
5,579 | 4,605 | 899 | 1,164 | − | − | − | − | 6,478 | 5,769 | |
| of which: capital expenditures | 5,518 | 4,551 | 890 | 1,150 | − | − | − | − | 6,408 | 5,701 | |
| of which: increase in finance leasing contracts |
61 | 54 | 9 | 14 | − | − | − | − | 70 | 68 |
| (number) | Domestic | Brazil | Other Operations | Consolidated Total | ||||
|---|---|---|---|---|---|---|---|---|
| 12/31/2018 | 12/31/2017 | 12/31/2018 | 12/31/2017 | 12/31/2018 | 12/31/2017 | 12/31/2018 | 12/31/2017 | |
| Headcount | 48,200 | 49,851 | 9,658 | 9,508 | 43 | 70 | 57,901 | 59,429 |
| (millions of euros) | Domestic | Brazil | Other Operations | Adjustments and eliminations |
Consolidated Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| 12/31/2018 12/31/2017 12/31/2018 12/31/2017 12/31/2018 12/31/2017 12/31/2018 12/31/2017 12/31/2018 12/31/2017 | ||||||||||
| Non-current operating assets | 48,056 | 48,850 | 6,037 | 6,769 | 3 | 3 | (1) | 1 | 54,095 | 55,623 |
| Current operating assets | 4,233 | 4,363 | 874 | 898 | 5 | (2) | (17) | (10) | 5,095 | 5,249 |
| Total operating assets | 52,289 | 53,213 | 6,911 | 7,667 | 8 | 1 | (18) | (9) | 59,190 | 60,872 |
| Investments accounted for using the equity method | 16 | 17 | − | − | − | − | − | − | 16 | 17 |
| Discontinued operations/Non-current assets held for sale | − | − | ||||||||
| Unallocated assets | 6,413 | 7,894 | ||||||||
| Total Assets | 65,619 | 68,783 | ||||||||
| Total operating liabilities | 10,732 | 9,829 | 1,885 | 1,855 | 48 | 58 | (69) | (26) | 12,596 | 11,716 |
| Liabilities directly associated with Discontinued operations/Non-current assets held for sale | − | − | ||||||||
| Unallocated liabilities | 31,276 | 33,284 | ||||||||
| Equity | 21,747 | 23,783 | ||||||||
| Total Equity and Liabilities | 65,619 | 68,783 |
| (millions of euros) | Revenues Breakdown by location of operations Breakdown by location of customers |
Non-current operating assets Breakdown by location of operations |
||||||
|---|---|---|---|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | 12/31/ 2018 | 12/31/ 2017 | |||
| Italy | (a) | 14,711 | 15,015 | 13,839 | 14,064 | 47,795 | 48,591 | |
| Outside Italy | (b) | 4,229 | 4,813 | 5,101 | 5,764 | 6,300 | 7,032 | |
| Total | (a+b) | 18,940 | 19,828 | 18,940 | 19,828 | 54,095 | 55,623 |
None of the TIM Group's customers exceeds 10% of consolidated revenues.
The following tables show the figures relating to related party transactions and the impact of those amounts on the separate consolidated income statements, consolidated statements of financial position and consolidated statements of cash flows.
On May 16, 2018, the Board of Directors of TIM S.p.A. acknowledged that the grounds for considering Vivendi the entity exercising direction and coordination powers over TIM no longer applied. Furthermore, on June 25, 2018, the Board of Directors of TIM approved amendments to the internal procedure governing transactions with related parties, and updated the relative relatedparty boundary to reflect the new situation, whereby Vivendi no longer qualifies as the de facto controlling entity over TIM. The procedure was lastly updated by the Board of Directors with some improvements on July 24, 2018.
Related-party transactions, when not dictated by specific laws, were conducted at arm's length. The transactions were carried out in accordance with the internal procedure that contains the rules aimed at ensure the transparency and fairness of related party transactions, in accordance with Consob Regulation 17221/2010. The current procedure is available on the website www.telecomitalia.com, under the Group section/Governance System channel.
The effects of the related party transactions on the Group separate consolidated income statement line items for 2018 and 2017 are as follows:
| (millions of euros) | Total | Associates, subsidiaries of associates and joint ventures |
Other related parties (*) |
Pension funds | Key managers | Total related parties |
% of financial statement item |
|---|---|---|---|---|---|---|---|
| (a) | (b) | (b/a) | |||||
| Revenues | 18,940 | 2 | 3 | 5 | 0.0 | ||
| Acquisition of goods and services | 8,186 | 5 | 157 | 162 | 2.0 | ||
| Employee benefits expenses | 3,105 | 78 | 14 | 92 | 3.0 | ||
| Finance income | 1,056 | 8 | 8 | 0.8 | |||
| Finance expenses | 2,404 | 3 | 6 | 9 | 0.4 |
(*) Vivendi group and Companies belonging to the group that it belongs to; other related parties through directors, statutory auditors and key managers.
| (millions of euros) | Total | ||||||
|---|---|---|---|---|---|---|---|
| Associates, subsidiaries of associates and joint ventures |
Other related parties (*) |
Pension funds | Key managers | Total related parties |
% of financial statement item |
||
| (a) | (b) | (b/a) | |||||
| Revenues | 19,828 | 3 | 115 | 118 | 0.6 | ||
| Other operating income | 523 | 4 | 4 | 8 | 1.5 | ||
| Acquisition of goods and services | 8,388 | 22 | 170 | 192 | 2.3 | ||
| Employee benefits expenses | 3,626 | 1 | 74 | 37 | 112 | 3.1 | |
| Finance income | 1,808 | 45 | 45 | 2.5 | |||
| Finance expenses | 3,303 | 11 | 38 | 49 | 1.5 |
(*) Vivendi group and Companies belonging to the group that it belongs to; other related parties both through directors, statutory auditors and key managers and as participants in shareholder agreements pursuant to Article 22 of the Consolidated Law on Finance..
TIM Group Consolidated Financial Statements The effects of the related party transactions on the Group separate consolidated statement of financial position line items for 2018 and 2017 are as follows:
| (millions of euros) | Total | Associates, subsidiaries of associates and joint ventures |
Other related parties (*) |
Pension funds | Total related parties |
% of financial statement item |
|---|---|---|---|---|---|---|
| (a) | (b) | (b/a) | ||||
| Net financial debt | ||||||
| Non-current financial assets | (1,594) | |||||
| Current financial assets | (3,383) | |||||
| Non-current financial liabilities |
25,059 | |||||
| Current financial liabilities | 5,913 | |||||
| Total net financial debt | 25,995 | |||||
| Other statement of financial position line items |
||||||
| Trade and miscellaneous receivables and other current assets |
4,706 | 3 | 19 | 22 | 0.5 | |
| Miscellaneous payables and other non-current liabilities |
3,297 | 1 | 1 | 0.0 | ||
| Trade and miscellaneous payables and other current liabilities |
6,901 | 3 | 46 | 24 | 73 | 1.1 |
(*) Vivendi group and Companies belonging to the group that it belongs to; other related parties through directors, statutory auditors and key managers.
(millions of euros) Total
| Associates, subsidiaries of associates and joint ventures |
Other related parties (*) |
Pension funds | Total related parties |
% of financial statement item |
||
|---|---|---|---|---|---|---|
| (a) | (b) | (b/a) | ||||
| Net financial debt | ||||||
| Non-current financial assets | (1,768) | |||||
| Securities other than investments (current assets) |
(993) | (15) | (15) | 1.5 | ||
| Financial receivables and other current financial assets |
(437) | (38) | (38) | 8.7 | ||
| Cash and cash equivalents | (3,575) | |||||
| Current financial assets | (5,005) | (53) | (53) | 1.1 | ||
| Non-current financial liabilities |
28,108 | 100 | 100 | 0.4 | ||
| Current financial liabilities | 4,756 | 163 | 163 | 3.4 | ||
| Total net financial debt | 26,091 | 210 | 210 | 0.8 | ||
| Other statement of financial position line items |
||||||
| Trade and miscellaneous receivables and other current assets |
4,959 | 3 | 33 | 36 | 0.7 | |
| Trade and miscellaneous payables and other current liabilities |
7,520 | 3 | 33 | 24 | 60 | 0.8 |
The effects of the related party transactions on the significant Group consolidated statements of cash flows line items for 2018 and 2017 are as follows:
| (millions of euros) | Total | Associates, subsidiaries of associates and joint ventures |
Other related parties (*) |
Pension funds | Total related parties |
% of financial statement item |
|---|---|---|---|---|---|---|
| Purchase of intangible and tangible assets on an accrual basis |
(a) 6,478 |
3 | (b) 3 |
(b/a) 0.0 |
(*) Vivendi group and Companies belonging to the group that it belongs to; other related parties through directors, statutory auditors and key managers.
| (millions of euros) | Total | |||||
|---|---|---|---|---|---|---|
| Associates, subsidiaries of associates and joint ventures |
Other related parties (*) |
Pension funds | Total related parties |
% of financial statement item |
||
| (a) | (b) | (b/a) | ||||
| Purchase of intangible and tangible assets on an accrual basis |
5,769 | 135 | 135 | 2.3 |
Italtel S.p.A. was recapitalized in 2017. The TIM Group did not participate, leading to the disposal of the equity interests it held. The recapitalization concluded on December 14, 2017, as of which date the Italtel group was no longer a related party of the TIM Group.
| (millions of euros) | |||
|---|---|---|---|
| 2018 | 2017 | TYPE OF CONTRACT | |
| Revenues | |||
| Asscom S.r.l. | 1 | 1 Insurance brokerage. | |
| Italtel group | 1 | Provision of equipment rental, fixed and mobile telephone and outsourced communication services. |
|
| NordCom S.p.A. | 1 | 1 | Fixed and mobile voice services, equipment, data network connections and outsourcing. |
| Total revenues | 2 | 3 | |
| Other operating income | 4 | Contributions governed by partnership agreements and penalties with respect to the Italtel group. |
|
| Acquisition of goods and services | |||
| Italtel group | 17 | Supply and maintenance of switching equipment, software development and platforms upgrading, and customized products and services, as part of TIM offerings to the Italtel group customers, and extension of professional services for the new Multimedia Video Data Center for the provision of the TIM Vision service. |
|
| Supply, installation and assistance services for geolocation equipment provided as part of offers to TIM customers and development and integration |
|||
| W.A.Y. S.r.l. | 4 | 4 | services provided under the Consip agreement. |
| Other minor companies | 1 | 1 | |
| Total acquisition of goods and services |
5 | 22 | |
| Finance expenses | 3 | 11 Write-down of the financial receivable due from Alfiere. |
| (millions of euros) | 12/31/2018 | 12/31/2017 | TYPE OF CONTRACT |
|---|---|---|---|
| Net financial debt | |||
| Trade and miscellaneous receivables |
|||
| Alfiere S.p.A. | 1 | 1 | Contracts for project management, administration, corporate and compliance services, and sundry chargebacks. |
| W.A.Y. S.r.l. | 1 | 1 Supply of fixed-line and mobile telephony. | |
| Other minor companies | 1 | 1 | |
| Total trade and miscellaneous receivables and other current assets |
3 | 3 | |
| Trade and miscellaneous payables and other current liabilities |
|||
| Movenda S.p.A. | 1 | 1 | Supply and certification of SIM-cards, software systems. |
| W.A.Y. S.r.l. | Supply, installation and assistance services for geolocation equipment provided as part of offers to TIM customers and development and integration services provided under the Consip agreement. |
||
| 1 | 1 | ||
| Other minor companies | 1 | 1 | |
| Total trade and miscellaneous payables and other current liabilities |
3 | 3 |
| (millions of euros) | 2018 | 2017 | TYPE OF CONTRACT |
|---|---|---|---|
| Purchase of intangible and tangible assets on an accrual basis |
|||
| Italtel group | 132 Purchases of telecommunications equipment. | ||
| Movenda S.p.A. | 2 | 2 | Information technology services and licenses for Mobile Connect Cardlets. |
| Other minor companies | 1 | 1 | |
| Total purchase of intangible and tangible assets on an accrual basis |
3 | 135 |
The shareholder loan with the joint venture Alfiere S.p.A. in place at December 31, 2017 (11 million euros) was used to cover losses for 3 million euros and was subsequently increased by 3 million euros during 2018. The remaining amount, of 11 million euros, was fully written down.
At December 31, 2018, TIM S.p.A. had issued guarantees in favor of Alfiere S.p.A. for 1 million euros.
Details are provided below of the transactions with:
The most significant amounts are summarized as follows:
| (millions of euros) | |||
|---|---|---|---|
| 2018 | 2017 | TYPE OF CONTRACT | |
| Revenues | |||
| Other Directors or through | 1 | Fixed-line and mobile voice services and devices. | |
| Mediobanca group | 1 | 4 | Telephone services, sale of equipment, data network services and Internet accesses. |
| Other minor companies | 1 | 1 | |
| Former Telco Companies | 110 | See the Note "Related party transactions" in the TIM Group Consolidated Financial Statements at December 31, 2017. |
|
| Total revenues | 3 | 115 | |
| Other operating income | 4 | See the Note "Related party transactions" in the TIM Group Consolidated Financial Statements at December 31, 2017. |
|
| Acquisition of goods and services | |||
| Other Directors or through | 2 | Amounts recognized for telephone services to be paid back. |
|
| Havas Group | 146 | 91 | Purchase of media space on behalf of the TIM Group and, to a lesser extent, development and delivery of advertising campaigns. |
| Mediobanca group | 1 Credit recovery activities. | ||
| Vivendi group | 9 | 9 | Purchase of musical and television digital content (TIMmusic and TIMvision) and supply of D&P cloud based games (TIMgames). |
| Former Telco Companies | 69 | See the Note "Related party transactions" in the TIM Group Consolidated Financial Statements at December 31, 2017. |
|
| Total acquisition of goods and services |
157 | 170 | |
| Employee benefits expenses | 1 | See the Note "Related party transactions" in the TIM Group Consolidated Financial Statements at December 31, 2017. |
|
| Finance income | |||
| Mediobanca group | 8 | 15 Bank accounts, deposits and hedging derivatives. | |
| Former Telco Companies | 30 | See the Note "Related party transactions" in the TIM Group Consolidated Financial Statements at December 31, 2017. |
|
| Total finance income | 8 | 45 | |
| Finance expenses | |||
| Mediobanca group | 6 | 15 | Term Loan Facility and Revolving Credit Facility and hedging derivatives. |
| Former Telco Companies | 23 | See the Note "Related party transactions" in the TIM Group Consolidated Financial Statements at December 31, 2017. |
|
| Total finance expenses | 6 | 38 |
Note 38 Related party transactions and direction and coordination activity
| (millions of euros) | 12/31/2018 | 12/31/2017 | TYPE OF CONTRACT |
|---|---|---|---|
| Net financial debt | |||
| Securities other than investments (current assets) |
15 Bonds issued by Mediobanca. | ||
| Financial receivables and other current financial assets |
38 | Hedging derivatives, loans, financing and finance leases made with Mediobanca. |
|
| Non-current financial liabilities | 100 | Hedging derivatives, loans, financing and finance leases made with Mediobanca. |
|
| Current financial liabilities | 163 Hedging derivatives and loans made with Mediobanca. |
| (millions of euros) | 12/31/2018 | 12/31/2017 | TYPE OF CONTRACT |
|---|---|---|---|
| Other statement of financial position line items |
|||
| Trade and miscellaneous receivables |
|||
| Other Directors or through | 1 | 3 Fixed-line and mobile voice services and devices. | |
| Havas Group | 17 | 29 | Purchase of media space on behalf of the TIM Group and, to a lesser extent, development and delivery of advertising campaigns. |
| Vivendi group | 1 | TIM Show 2018 service and TV series rights. | |
| Other minor companies | 1 | ||
| Total trade and miscellaneous receivables and other current assets |
19 | 33 | |
| Miscellaneous payables and other non-current liabilities |
1 | Deferred income for IRU sale to the Vivendi group. | |
| Total trade and miscellaneous payables and other current liabilities |
|||
| Havas Group | 44 | 30 | Purchase of media space on behalf of the TIM Group and, to a lesser extent, development and delivery of advertising campaigns. |
| Mediobanca group | 1 Credit recovery activities. | ||
| Vivendi group | 2 | 2 | Purchase of musical and television digital content (TIMmusic and TIMvision) and supply of D&P cloud based games (TIMgames). |
| Total trade and miscellaneous payables and other current liabilities |
46 | 33 |
| (millions of euros) | |||
|---|---|---|---|
| 2018 | 2017 | TYPE OF CONTRACT | |
| Employee benefits expenses | Contributions to pension funds. | ||
| Fontedir | 8 | 10 | |
| Telemaco | 66 | 67 | |
| Other pension funds | 4 | (3) | |
| Total employee benefits expenses | 78 | 74 |
| (millions of euros) | 12/31/2018 | 12/31/2017 | TYPE OF CONTRACT |
|---|---|---|---|
| Trade and miscellaneous payables and other current liabilities |
Payables for contributions to pension funds. | ||
| Fontedir | 3 | 3 | |
| Telemaco | 21 | 21 | |
| Total trade and miscellaneous payables and other current liabilities |
24 | 24 |
In 2018, the total remuneration recorded on an accrual basis by TIM or by Group subsidiaries in respect of key managers amounted to 14.0 million euros (37.0 million euros in 2017). The figure breaks down as follows:
| (millions of euros) | ||
|---|---|---|
| 2018 | 2017 | |
| Short-term remuneration | 6.8 (1) |
10.4 (4) |
| Long-term remuneration | 0.6 | 0.1 (5) |
| Employment termination benefit incentives | 5.6 (2) |
25.5 |
| Share-based payments (*) | 1.0 (3) |
1.0 (6) |
| 14.0 | 37.0 |
(*) These refer to the fair value of the rights, accrued to December 31, under the share-based incentive plans of TIM S.p.A. and its subsidiaries (Long Term Incentive 2018 and Plans of the subsidiaries).
(1) of which 1.1 million euros recorded by the subsidiaries;
(2) of which 2.4 million euros recorded by the subsidiaries;
(3) of which 0.2 million euros recorded by the subsidiaries;
(4) of which 1.6 million euros recorded by the subsidiaries;
(5) of which 0.1 million euros recorded by the subsidiaries;
(6) of which 1.0 million euros recorded by the subsidiaries.
Short-term remuneration is paid during the period it pertains to, and, at the latest, within the six months following the end of that period. In 2018, this item did not include the effects of the reversal of accruals related to the 2017 costs that came to 1.25 million euros.
Employment termination benefit incentives for 2017 related to the amount awarded as a settlement to Flavio Cattaneo and did not include the reversal, totaling 10.7 million euros, of the accruals made in 2016 for the Special Award.
In 2018, contributions to defined contribution plans (Assida and Fontedir) paid by TIM S.p.A. or subsidiaries of the Group in favor of Key Managers totaled 119,000 euros (97,000 euros in 2017).
In 2018, "Key managers", i.e. those who have the power and responsibility, directly or indirectly, for the planning, direction and control of the operations of the TIM Group, including directors, were the following:
| Arnaud Roy de Puyfontaine | (1) Executive Chairman of TIM S.p.A. | ||
|---|---|---|---|
| Giuseppe Recchi | (2) Deputy Executive Chairman of TIM S.p.A. | ||
| Fulvio Conti | (3) Executive Chairman of TIM S.p.A. | ||
| Amos Genish | (4) Managing Director and Chief Executive Officer of TIM S.p.A. | ||
| (5) General Manager of TIM S.p.A. | |||
| Luigi Gubitosi | (6) Managing Director and Chief Executive Officer of TIM S.p.A. | ||
| (6) General Manager of TIM S.p.A. | |||
| Managers: | |||
| Stefano De Angelis | (7) | ||
| Sami Foguel | (8) | Diretor Presidente Tim Participações S.A. | |
| Stefano Azzi | (9) Head of Consumer & Small Enterprise | ||
| (18) Chief Consumer Office | |||
| Stefano Ciurli | (9) Head of Wholesale | ||
| Giovanni Ferigo | (9) Head of Technology | ||
| Lorenzo Forina | (9) Head of Business & Top Clients | ||
| (18) Chief Business & Top Clients Office | |||
| Mario Di Mauro | (10) Strategy, Innovation & Customer Experience | ||
| Riccardo Meloni | (11) Head of Human Resources & Organizational Development | ||
| Cristoforo Morandini | (9) Head of Regulatory Affairs and Equivalence | ||
| Agostino Nuzzolo | (12) Head of Legal, Regulatory and Tax | ||
| Piergiorgio Peluso | Head of Administration, Finance and Control | ||
| Elisabetta Romano | (13) Chief Technology Office | ||
| Pietro Scott Iovane | (14) Chief Commercial Office | ||
| Michel Sibony | (15) | Head of the Procurement Unit & Real Estate | |
| Anna Spinelli | (16) | ||
| Stefano Siragusa | (17) Chief Wholesale Infrastructures Network and Systems Office |
(1) to April 24, 2018;
(2) to March 22, 2018;
(3) from November 13, 2018 to November 17, 2018;
(4) to April 24, 2018 and from May 7 to November 13, 2018;
(5) to November 14, 2018;
(6) from November 18, 2018;
(7) to July 22, 2018;
(8) from July 23, 2018;
(9) to March 5, 2018;
(10) from March 6, 2018; with organization communication dated January 7, 2019, the structure was renamed: Innovation and Customer Experience;
(11) from March 16, 2018; (12) with organization communication dated January 7, 2019, the structure was renamed: Legal & Tax; (13) from July 1, 2018; (14) from April 19, 2018 to September 11, 2018; (15) to May 16, 2018; (16) from September 1, 2018; (17) from March 12, 2018; (18) from September 24, 2018.
Equity compensation plans in place at December 31, 2018 are used for retention purposes and to offer long-term incentives to Group managers and personnel.
A summary is provided below of the plans in place at December 31, 2018.
The objective of the 2014–2016 Stock Option Plan, introduced following its approval by the Board of Directors of the Company on June 26, 2014, was to encourage management holding organizational positions that are crucial to the company business to focus on the medium/long-term growth in value of company shares. It was aimed at the then Chief Executive Officer, Top Management (including Key Officers) and select TIM Group managers. Please refer to the Financial Statements at December 31, 2017 for a description of the plan.
The three-year exercise period (March 24, 2017 - March 24, 2020) commenced following the approval of the financial statements for 2016 by the Board of Directors on March 23, 2017.
Based on final data approved, the number of exercisable options is 20% of the total options assigned to targets. The exercise price was set, by the Board of Directors meeting that initiated the plan at 0.94 euros per option (strike price). For the allocations made in 2015 and 2016, the strike price was determined as the higher of the price established upon initial allocation and the price resulting from the application of the above criteria at the time of allocation of the options. Below is the situation at December 31, 2018:
On August 5, 2011, the General Meeting of Shareholders of Tim Participações S.A. approved the long-term incentive plan for managers in key positions in the company and its subsidiaries. Exercise of the options is subject to achieving two objectives simultaneously:
Performance targets refer to the three-year period 2011-2013 and performance is recorded in July of each year. The vesting period is 3 years (33% the first year, 66% the second year and the balance in the third year), the options are valid for 6 years, and the company does not have the legal obligation to repurchase or liquidate the options in cash, or in any other form.
• 2011
The grantees of the options were granted the right to purchase a total of 2,833,596 shares. The exercise period expired in August 2017. As such, the plan is now closed.
On September 5, 2012 the grantees of the options were granted the right to purchase a total of 2,661,752 shares.
The exercise period expired in September 2018; the 194,756 pending options were canceled and so the plan was closed.
• 2013
On July 30, 2013, the grantees of the options were granted the right to purchase a total of 3,072,418 shares.
As at December 31, 2018 all pending options were vested, and 543,583 options were still valid.
On April 10, 2014, the General Meeting of Shareholders of Tim Participações S.A. approved the long-term incentive plan for managers in key positions in the company and its subsidiaries.
Exercise of the options is not subject to the achievement of specific performance targets, but the exercise price is adjusted upwards or downwards according to the performance of the Tim Participações S.A. shares in a ranking of Total Shareholder Return, in which companies in the Telecommunications, Information Technology and Media industry are compared during each year of validity of the plan. If the performance of the Tim Participações S.A. shares, in the 30 days prior to September 29 of each year, is in last place in that ranking, the participant loses the right to 25% of the options vesting at that time.
The vesting period is 3 years (a third per year), the options are valid for 6 years, and the company does not have the legal obligation to repurchase or liquidate the options in cash, or in any other form.
On September 29, 2014, the grantees of the options were granted the right to purchase a total of 1,687,686 shares.
At the end of December 2018, 531,972 options were still valid.
On October 16, 2015, the grantees of the options were granted the right to purchase a total of 3,355,229 shares.
In 2018, 656,268 options were exercised and 291,949 expired due to terminations. The first wave exercised was valued at 8.7341 reais, up 3.33% based on the position in the ranking of benchmarked companies.
In the second wave, options were exercised at a price of 8.4625 reais, thanks to the improvement in the above ranking.
In the last wave, options were exercised at a price of 7.6074 reais, with a 10% discount based on the position in the ranking of benchmarked Companies.
At the end of December 2018, 292,523 options were still valid.
• 2016
On November 8, 2016, the grantees of the options were granted the right to purchase a total of 3,922,204 shares.
In December 2018, 510,884 options were exercised at a price of 7.6928 reais, due to the 5% readjustment of the price as a result of being ranked first in the list of benchmarked companies. At the same time, 1,277,878 options expired due to terminations.
The first wave exercised was valued at 7.6928 reais, discounted 5% based on the position in the ranking of benchmarked companies.
In the second wave, options were exercised at a price of 7.2879 reais, with a 10% discount based on the position in the ranking of benchmarked Companies.
At the end of December 2018, 895,522 options were still valid.
On April 24, 2018, the Shareholders' Meeting of Telecom Italia S.p.A. ("TIM", the "Company" or the "Issuer"), approved a Long Term Incentive Plan 2018 (the "Plan").
The objective of the Plan is to create incentives for Beneficiaries upon achievement of Group corporate objectives set out in the industrial plan, bringing the interests of management holding organizational positions that are crucial to the company business into line with the interests of TIM owners in terms of growth in value of the Share over the medium to long term.
The Plan envisages two grants: a first grant reserved to the Chief Executive Officer, serviced by a maximum of 30,000,000 shares; a second grant for a select number of Group management (serviced by a maximum of 55,000,000 shares).
It provides for a three-year vesting period (2018–2020) and the bonus allocation of ordinary shares of the company Telecom Italia subject to the achievement of the performance conditions stated below, as assessed by the Board of Directors when approving the TM Group consolidated financial statements at December 31, 2020:
(+) adjusted EBITDA, i.e. reported EBITDA adjusted for any non-recurring line items; (-) capital expenditures (capex; not including the investment in frequencies); (+/-) changes in adjusted net working capital (reported adjusted for any non-recurring items), including the changes in the operating provisions; (-) total finance expenses; (-) taxes
This amount is the Free Cash Flow available for paying dividends, debt repayment, the impact of IAS 17 (finance lease) and the investment in frequencies, and does not include the financial impact of investment acquisition and/or disposal transactions (M&A).
Following assignment, all shares will be subject to the lock-up clause for two years. The operating terms and conditions of the Plan are set forth in the Plan Rules, approved by the Board of Directors on July 24, 2018, which resolved its start-up.
For the description of the Special Award 2016-2019, launched in 2016, see the Consolidated financial statements at December 31, 2017.
At December 31, 2018 the Key Managers, identified in 2017 as beneficiaries in relation to the 1.5% share of the 2016 over-performance, were granted a total amount of 1 million euros (of which 0.8 million euros consisted of 1,025,640 TIM S.p.A. ordinary shares and the remainder in cash). The payment is scheduled for after the approval of the Financial Statements for the year 2019.
On April 19, 2018, the General Meeting of Shareholders of Tim Participações S.A. approved the long-term incentive plan for managers in key positions in the company and its subsidiaries. The plan aims to remunerate participants with shares issued by the company, subject to specific temporal and/or performance conditions (upon reaching specific targets). The 2018-2020 Plan does not cover criteria for setting the purchase or exercise price because the shares are granted at market value.
The vesting period is 3 years (a third per year) and the company does not have the legal obligation to repurchase or liquidate the shares in cash or in any other form. The portion of shares linked to performance (70%) is granted 1/3 each year, if the performance target is achieved; the remaining portion of shares (30%) is granted 3 years after allocation.
The plan allows for the shares to be transferred and also allows for payment to be made in the equivalent cash value.
On April 20, 2018, the grantees were granted the right to obtain a total of 849,932 shares. As at December 31, 2018, the first vesting period has not yet finished. However, 383,418 shares were canceled due to the participants leaving the company. At the end of December 2018, 466,514 shares were still valid.
The INWIT S.p.A. Shareholders' Meeting approved the Long Term Incentive Plan 2018 – 2020 (the "Plan") on April 13, 2018 and authorized the Board of Directors to purchase and make available Company shares in one or more times and for an eighteen-month period starting from the date of the shareholders' meeting resolution. These shares serve to establish the aforementioned share incentive plan. The purchases will concern a maximum number of 400,000 ordinary shares of the Company, representing about 0.07% of the INWIT share capital.
The objective of the Plan is to create incentives for Beneficiaries upon achievement of Company strategic objectives set out in the industrial plan communicated to the market, bringing the interests of management holding organizational positions that are crucial to the company business into line with the interests of INWIT owners in terms of growth in value of the share over the medium to long term.
The Plan provides for a three-year vesting period (2018–2020) and the bonus allocation of shares subject to the achievement of two performance conditions, as assessed by the Board of Directors when approving the Company financial statements at December 31, 2020:
The operating terms and conditions of the Plan are set forth in the Plan Rules, approved by the Board of Directors during its meeting on July 23, 2018.
Start-up of the Plan was resolved by the Board of Directors on November 6, 2018.
Purchase of 222,118 treasury shares through Mediobanca - Banca di Credito Finanziario S.p.A., representing 0.037% of the share capital implemented by INWIT for funding the service of the 2018-2020 Long Term Incentive Plan, was finalized on November 15, 2018.
The shares are deposited on a securities account held by Inwit S.p.A. at Intesa Sanpaolo S.p.A..
Parameters used to determine fair value – Tim S.p.A. LTI 2018-2020 Plan
| Plans/Parameters | Exercise price (euros) |
Nominal value (euros) (1) |
Volatility (2) |
Period | Expected dividends (euros) |
Risk-free interest rate (3) |
|---|---|---|---|---|---|---|
| LTI 2018 – 2020 Plan – equity component |
- | 0.63 | n.a. | 3 years | _ | -0.552% at 3 years |
| LTI 2018 – 2020 Plan – equity component (New CEO) |
- | 0.51 | n.a. | 2 years | _ | -0.594% at 2 years |
(1) Arithmetic mean of the official prices of the Shares recognized starting from the stock market trading day prior to that of assignment until the thirtieth previous ordinary calendar day (both included) on the Electronic Stock Exchange organized and managed by Borsa Italiana S.p.A., calculated using only the days to which the prices taken as the basis of calculation refer as the divisor, cut off at the second decimal.
(2) Based on the performance objectives of the plan, the TIM share volatility values were considered and, if necessary, also those of the securities of the major companies of the telecommunications sector ("peer basket").
(3) The risk-free interest rate refers to the rate of government securities of the Federal Republic of Germany (market benchmark for transactions in euros) with due date consistent with the period of reference at the valuation date.
| Plans/Parameters | Exercise price (reais) |
Nominal value (reais) |
Volatility | Period | Expected dividends (reais) |
Risk-free interest rate |
|---|---|---|---|---|---|---|
| Stock option plan 2011 | 8.84 | 51.73% | 6 years | _ | 11.94% per annum |
|
| Stock option plan 2012 | 8.96 | 50.46% | 6 years | _ | 8.89% per annum |
|
| Stock option plan 2013 | 8.13 | 48.45% | 6 years | _ | 10.66% per annum |
|
| Stock option plan 2014 | 13.42 | 44.6% | 6 years | _ | 10.66% per annum |
|
| Stock option plan 2015 | 8.45 | 35.5% | 6 years | _ | 16.10% per annum |
|
| Stock option plan 2016 | 8.10 | 36.70% | 6 years | _ | 11.73% per annum |
|
| 2018-2020 Plan | - | 14.41 | - | 3 years | - | NA |
| Plans/Parameters | Exercise price (euros) |
Nominal value(1) (euros) |
Volatility | Period | Expected dividends (euros) |
Interest rate |
|---|---|---|---|---|---|---|
| INWIT LTI 2018-2020 | - | 6.208 | n.a. | 3 years | 0.19 | -0.1% annual |
(1) Arithmetic mean of the official prices of the INWIT S.p.A. ordinary shares recognized on the Electronic Stock Exchange organized and managed by Borsa Italiana S.p.A. over the 30 calendar days prior to the date of the Board of Directors meeting held November 6, 2018 (October 6, 2018 - November 5, 2018).
Equity compensation plans which call for payment in equity instruments are recorded at fair value (except for the 2018 Plan of TIM Participações) which represents the cost of such instruments at the grant date and is recorded in the separate income statements under "Employee benefits expenses" over the period between the grant date and the vesting period with a contra-entry to the equity reserve "Other equity instruments". For the portion of the plans that provide for the payment of compensation in cash, the amount is recognized in liabilities as a contra-entry to "Employee benefits expenses"; at the end of each year such liability is measured at fair value (except for the 2018 Plan of TIM Participações).
Equity compensation plans which call for payment in equity instruments did not have significant impacts either on the income statements or the statements of financial position or of cash flows of the TIM Group at December 31, 2018.
The effect of 2018 non-recurring events and transactions on the equity, profit, net financial debt and cash flows of the TIM Group is set out below in accordance with Consob Communication DEM/6064293 of July 28, 2006. The non-recurring effects on Equity and Profit (loss) for the year are shown net of tax effects.
| (millions of euros) | Equity | Profit (loss) for the year |
Net financial debt carrying amount |
Cash flows (*) |
|
|---|---|---|---|---|---|
| Amount – financial statements | (a) | 21,747 | (1,152) | 25,995 | (1,552) |
| Revenues - adjustments from previous years | (62) | (62) | − | − | |
| Other income - Effect of Brazil BU tax recovery | 24 | 24 | − | − | |
| Acquisition of goods and services - Expenses related to agreements and the development of non-recurring projects |
(11) | (11) | 14 | (14) | |
| Employee benefits expenses - Expenses related to restructuring and rationalization |
(166) | (166) | 206 | (206) | |
| Other operating expenses - Expenses related to disputes and regulatory penalties and liabilities related to those expenses, and expenses related to disputes with former employees and liabilities with customers and/or suppliers |
(119) | (119) | 39 | (39) | |
| Goodwill impairment loss attributed to Core Domestic CGU and International Wholesale CGU |
(2,590) | (2,590) | − | − | |
| Other finance income | 30 | 30 | − | − | |
| Miscellaneous finance expenses | (26) | (26) | − | − | |
| Total non-recurring effects | (b) | (2,920) | (2,920) | 259 | (259) |
| Figurative amount – financial statements | (a-b) | 24,667 | 1,768 | 25,736 | (1,293) |
(*) Cash flows refer to the increase (decrease) in Cash and cash equivalents during the year.
The impact of non-recurring items on the separate consolidated income statement line items is as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Revenues: | ||
| Adjustments of revenues from previous years | (62) | − |
| Other income: | ||
| Effect of Brazil BU tax recovery | 37 | − |
| Acquisition of goods and services, Change in inventories: | ||
| Advisory and professional services and other costs | (15) | (10) |
| Employee benefits expenses: | ||
| Restructuring and rationalization expenses and other costs | (233) | (697) |
| Other operating expenses: | ||
| Sundry expenses and provisions | (135) | (176) |
| Impact on Operating profit (loss) before depreciation and amortization, capital gains (losses) and impairment reversals (losses) on non-current assets (EBITDA) |
(408) | (883) |
| Impairment reversals (losses) on non-current assets: | ||
| Goodwill impairment loss attributed to Core Domestic CGU and International Wholesale CGU |
(2,590) | − |
| Impairment losses on intangible assets | − | (30) |
| Impact on EBIT – Operating profit (loss) | (2,998) | (913) |
| Finance income: | ||
| Other finance income | 45 | − |
| Finance expenses: | ||
| Miscellaneous finance expenses | (38) | (26) |
| Impact on profit (loss) before tax from continuing operations | (2,991) | (939) |
| Effect on income taxes on non-recurring items | 71 | 262 |
| Tax expenses for Sparkle tax dispute | − | (37) |
| Impact on Profit (loss) for the year | (2,920) | (714) |
In accordance with Consob Communication DEM/6064293 of July 28, 2006, a statement is made to the effect that in 2018 the TIM Group did not pursue any atypical and/or unusual transactions, as defined by that Communication.
| Year-end exchange rates | Average exchange rates for the year | |||||
|---|---|---|---|---|---|---|
| (statements of financial position) | (income statements and statements of cash flows) |
|||||
| (local currency against 1 euro) | 12/31/2018 12/31/2017 |
2018 | 2017 | |||
| Europe | ||||||
| BGN | Bulgarian Lev | 1.95580 | 1.95580 | 1.95580 | 1.95580 | |
| CZK | Czech koruna | 25.72400 | 25.53500 | 25.64653 | 26.32656 | |
| CHF | Swiss franc | 1.12690 | 1.17020 | 1.15517 | 1.11171 | |
| TRY | Turkish lira | 6.05880 | 4.54640 | 5.69649 | 4.12109 | |
| GBP | Pound sterling | 0.89453 | 0.88723 | 0.88474 | 0.87640 | |
| RON | Romanian leu | 4.66350 | 4.65850 | 4.65399 | 4.56884 | |
| RUB | Russian ruble | 79.71500 | 69.39200 | 74.03808 | 65.90160 | |
| North America | ||||||
| USD | U.S. dollar | 1.14500 | 1.19930 | 1.18121 | 1.12946 | |
| Latin America | ||||||
| VEF | Venezuelan bolivar - Fuerte | n.a. | 16.19055 | n.a. | 15.18018 | |
| VES | Venezuelan bolivar - Soberano | 729.80267 | n.a. | (**) 139.15438 | n.a. | |
| BOB | Bolivian Bolíviano | 7.91200 | 8.28720 | 8.16218 | 7.80453 | |
| PEN | Peruvian nuevo sol | 3.86300 | 3.88540 | 3.87979 | 3.68247 | |
| ARS | Argentine peso | 43.15930 | 22.93100 | 32.85850 | 18.73314 | |
| CLP | Chilean peso | 794.37000 | 737.29000 | 756.93992 | 732.28973 | |
| COP | Colombian peso | 3,721.81000 | 3,580.19000 | 3,488.43046 | 3,334.88410 | |
| BRL | Brazilian real | 4.43664 | 3.96728 | 4.30628 | 3.60584 | |
| Other countries | ||||||
| ILS | Israeli shekel | 4.29720 | 4.16350 | 4.24360 | 4.06091 |
(*) Source: data processed by the European Central Bank, Reuters and major Central Banks.
(**) On August 20, 2018 the Venezuelan Central Bank introduced a new currency (Bolivar Soberano, VES) to replace the previous currency (Bolivar Fuerte, VEF).
The average 2018 exchange rate therefore relates to the period from August 20 to December 31, 2018.
Expenditures for research and development activities are represented by external costs, labor costs of dedicated staff and depreciation and amortization. Details are as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Research and development costs expensed during the year | 44 | 43 |
| Capitalized development costs | 1,168 | 1,949 |
| Total research and development costs (expensed and capitalized) | 1,212 | 1,992 |
The decrease in 2018 is mainly connected to the completion of the engineering, expansion and development of next generation networks, i.e. LTE and NGAN, which have not reached maturity on the part of the Parent. In the 2018 separate consolidated income statements, a total of 820 million euros of amortization expense was recorded for development costs, capitalized during the year and in prior years.
Research and development activities carried out by the TIM Group are described in detail in the Report on Operations ("Research and Development" section).
In accordance with IAS 17, the Group also considers as non-cancelable those operating leases that can only be canceled upon the occurrence of some remote contingency, with the permission of the lessor, or upon payment by the lessee of such an additional significant contractual penalty that renders early termination of the contract unreasonable.
In particular:
The Group has entered into agreements for line lease and hosting which cannot be canceled. At December 31, 2018, the amount of lease installments receivable was as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Within 1 year | 89 | 124 |
| From 2 to 5 years after the end of the reporting period | 244 | 238 |
| Beyond 5 years after the end of the reporting period | 134 | 98 |
| Total | 467 | 460 |
The TIM Group has entered into non-cancelable operating leases on properties, rental agreements for IT products, equipment and devices and hosting contracts on sites owned by third parties.
The measurement perimeter shown excludes – in addition to leases already classified as finance leases (mainly real estate leases and leases on equipment and vehicles) whose Asset and Liability value is recognized in the financial statements – also for the variable and accessory components of these leases (e.g. underlying land of leased buildings), as well as leases considered cancelable, as defined above.
At December 31, 2018 the amount of lease installments receivable is as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Within 1 year | 153 | 177 |
| From 2 to 5 years after the end of the reporting period | 307 | 298 |
| Beyond 5 years after the end of the reporting period | 35 | 60 |
| Total | 495 | 535 |
It should also be noted that, in addition to the above, the IFRS 16 accounting standard - Leases (applied from January 1, 2019) includes subscription charges relating to operating leases outstanding at December 31, 2018 relating to cancelable passive real estate contracts or lease periods classified as cancelable (for example, subsequent lease renewals).
For further details on the application of the new IFRS 16 accounting standard, see the Note "Accounting Policies".
Italian Law 124/2017 requires that information on subsidies, contributions, paid assignments and economic benefits of any kind received from Italian public administrations be provided. In relation to this, funds received by the TIM Group are shown in the following table:
| Distributing entity | intervention segment | 2018 collections (millions of euros) |
|---|---|---|
| Fondimpresa | training | 5 |
| Fondirigenti | training | 1 |
| Infratel | construction of Ultrabroadband infrastructure | 106 |
| Ministry of Economic Development | construction of mobile network infrastructure | 1 |
| technological innovation projects | 1 | |
| MIUR | research and energy efficiency projects | |
| Autonomous Province of Trento | Eschooling project | 1 |
| Total | 116 |
Total remuneration due for 2018 to the directors and statutory auditors of TIM S.p.A. for the performance of these functions at the Parent and in other consolidated companies totaled 3.2 million euros for directors and 0.5 million euros for statutory auditors. In reference to the compensation to which the Directors are entitled, it should be noted that the amount was calculated by considering only compensation for corporate offices (in primis those under Article 2389, paragraphs 1 and 3 of the Italian Civil Code), thus excluding amounts relating to any employment relationship with the companies of the Group and any non-monetary fringe benefits; for a complete and detailed description of the compensation paid to the directors, reference should be made to the Compensation Report, available at the Company's headquarters and on the corporate website at the following address: www.telecomitalia.com/shareholders.
The table below shows the total fees payable to PwC S.p.A. and the other entities of the PwC network for auditing the 2018 financial statements, as well as the fees pertaining to 2018 for other audit/checking services and other non-audit services provided to TIM Group companies by PwC S.p.A. and other entities of the PwC network. The out-of-pocket expenses incurred for these services in 2018 are also shown.
| PwC S.p.A. | Other entities of the PwC network | ||||||
|---|---|---|---|---|---|---|---|
| (euros) | TIM S.p.A. |
Subsidiaries | TIM Group |
TIM S.p.A. |
Subsidiaries | TIM Group |
Total PwC network |
| Audit services | 2,843,447 | 1,419,268 | 4,262,715 | 15,500 | 1,760,762 1,776,262 6,038,977 | ||
| Verification services with issue of certification |
65,000 | 6,500 | 71,500 | 17,558 | 17,558 | 89,058 | |
| Attestation of compliance of the Consolidated Non-Financial Statement |
83,281 | 59,036 | 142,317 | 142,317 | |||
| Other services: | |||||||
| agreed procedures on regulatory accounting areas |
30,000 | 30,000 | 30,188 | 30,188 | 60,188 | ||
| due diligence on companies targeted for sale or acquisition |
185,091 | 185,091 | 185,091 | ||||
| Other | 110,000 | 110,000 | 37,500 | 37,500 | 147,500 | ||
| Total 2018 fees due for audit and other services to the PwC network |
3,131,728 | 1,484,804 | 4,616,532 | 238,091 | 1,808,508 2,046,599 6,663,131 | ||
| Out-of-pocket expenses | 497,244 | ||||||
| Total | 7,160,375 |
On January 8, TIM S.p.A. successfully concluded the launch of a fixed-rate bond issue for 1 billion 250 million euros intended for institutional investors, financing itself below its average cost of debt. The yield of the issue, equal to 4.125%, is lower than the Group's average cost of debt, which was about 4.4% at the end of September 2018.
The issue is part of the maturing debt optimization and refunding process.
Issuer: Telecom Italia S.p.A. Amount: 1 billion 250 million euros Settlement date: January 11, 2019 Maturity: April 11, 2024 Coupon: 4.000% Issue price: 99.436% Repayment price: 100.000%
Actual yield upon maturity, 4.125%, corresponds to a yield of 387.6 basis points above the reference rate (mid swap).
The securities were issued as part of the Group 20 billion-euro EMTN program and will be listed on the Luxembourg Stock Exchange.
Vodafone Italia ("Vodafone") and the Telecom Italia Group ("TIM") intend to begin a partnership to share the active component of the 5G network, assess the possibility of sharing active devices on the 4G network and expand the current passive sharing agreement; the partnership will allow for more rapid 5G development, across a wider geographical area and at a lower cost.
The two companies:
On February 21, 2019 Vodafone and TIM announced that they had signed a non-binding Memorandum of Understanding in relation to a potential partnership to share the active network and expand the current passive infrastructure sharing agreement.
The Parties are also assessing the feasibility and contents of a possible merger agreement for their respective transmission towers in Italy into a single entity.
To allow assessment of these initiatives, Vodafone and TIM have agreed a period of negotiation exclusivity.
In relation to the project to share the active network, Vodafone and TIM intend to sign an agreement that would allow joint development of the 5G infrastructure. This project will allow for more rapid 5G development, across a wider geographical area and at a lower cost. Vodafone and TIM will assess the technical and commercial feasibility of jointly installing their active 5G equipment across the country, including in some large cities where each company may wish to maintain strategic flexibility and ensure its ability to respond to the needs of its customers.
Vodafone and TIM also intend to assess the possibility of also sharing active equipment on the existing 4G networks, in support of 5G network active sharing; this could also generate further efficiencies. In addition, Vodafone and TIM intend to adapt their respective mobile transmission networks, through the use of higher capacity fiber-optic cables ("Fiber-to-the-Site" or "backhauling"). This would allow customers to take advantage of the new 5G features, such as higher speed and lower latency, and would generate greater economies of scale for the companies.
Vodafone and TIM also intend to extend their current passive infrastructure network agreement, moving from the current 10,000 sites (about 45% of the two companies' total tower numbers) to national coverage, with the aim of accelerating and strengthening 5G technology development and of using the network infrastructure more efficiently, in both urban and rural areas.
In relation to the potential combination, Vodafone and TIM have agreed to assess a potential transaction to allow them to consolidate approximately 22,000 telecommunication towers in Italy, merging into a single entity the passive network infrastructures of Vodafone with those of Infrastrutture Wireless Italiane ("Inwit"), a listed company 60% owned by TIM. The combination would be structured to create value for all the parties involved. The companies intend to assess the opportunity, where possible, to move active network equipment currently hosted on third-party towers to the new company over time. The expanded tower infrastructure would allow the continued pursuit of the objective to increase other operator hosting, generating further efficiencies.
The potential combination would be structured to give Vodafone and TIM the same equity investment and equal governance rights in Inwit, as well to ensure the parties do not have to launch a public tender offer on Inwit shares.
As a whole, the initiative aims to promote sector competition and facilitate an open environment for 5G development.
All the projects described are covered, in their essential terms, in a non-binding Memorandum of Understanding and their implementation is conditional on the signing of binding agreements between the parties, as well as the necessary antitrust clearance.
Vodafone and TIM aim to conclude one or more of the Initiatives during 2019.
In accordance with Consob Communication DEM/6064293 dated July 28, 2006, the list of companies is provided herein.
The list is divided by type of investment, consolidation method and operating segment.
The following is indicated for each company: name, head office, country and share capital in the original currency. In addition to the percentage ownership of share capital, the percentage of voting rights in the ordinary shareholders' meeting, if different from the percentage holding of share capital, and which companies hold the investment.
| Company name | Head office | Currency | Share capital | % Ownership | % of voting rights |
Held by |
|---|---|---|---|---|---|---|
| PARENT COMPANY | ||||||
| TIM S.p.A. | MILAN (ITALY) | EUR | 11,677,002,855 | |||
| SUBSIDIARIES CONSOLIDATED LINE-BY-LINE | ||||||
| DOMESTIC BU | ||||||
| 4G RETAIL S.r.l. (sale of fixed and mobile telecommunications products and services and all analog and digital broadcasting equipment) |
MILAN (ITALY) | EUR | 2,402,241 | 100.0000 | TIM S.p.A | |
| ADVANCED CARING CENTER S.r.l. (telemarketing, market research and surveys activities and development) |
ROME (ITALY) | EUR | 600,000 | 100.0000 | TELECONTACT CENTER S.p.A. | |
| CD FIBER S.r.l. (design, construction, maintenance and management of network infrastructure services and high-speed electronic communication systems) |
ROME (ITALY) | EUR | 50,000 | 100.0000 | TIM S.p.A. | |
| FLASH FIBER S.r.l. (development, implementation, maintenance and supply of the fiber network in Italy) |
MILAN (ITALY) | EUR | 30,000 | 80.0000 | TIM S.p.A. | |
| H.R. SERVICES S.r.l. (personnel training and services) |
L'AQUILA (ITALY) | EUR | 500,000 | 100.0000 | TIM S.p.A. | |
| INFRASTRUTTURE WIRELESS ITALIANE S.p.A. (installation and operation of installations and infrastructure for the management and the sale of telecommunications services) |
MILAN (ITALY) | EUR | 600,000,000 | 60.0333 0.0370 |
60.0556 TIM S.p.A. INFRASTRUTTURE WIRELESS ITALIANE S.p.A. |
|
| MED 1 SUBMARINE CABLES Ltd (construction and management of the submarine cable lev1) |
RAMAT GAN (ISRAEL) |
ILS | 55,886,866 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| NOVERCA S.r.l. (development and provision of services in the TLC and multimedia sector in Italy and abroad) |
ROME (ITALY) | EUR | 10,000 | 100.0000 | TIM S.p.A. | |
| OLIVETTI S.p.A. (production and sale of office equipment and information technology services) |
IVREA (TURIN) (ITALY) |
EUR | 10,000,000 | 100.0000 | TIM S.p.A. | |
| OLIVETTI SCUOLA DIGITALE S.r.l. (former ALFABOOK S.r.l.) (on-line sale of digital texts; sales of hardware products) |
TURIN (ITALY) | EUR | 100,000 | 100.0000 | OLIVETTI S.p.A. | |
| PERSIDERA S.p.A. (purchase, sale and maintenance of systems for repair work and radio and television broadcasting) |
ROME (ITALY) | EUR | 21,428,572 | 70.0000 | TIM S.p.A. | |
| TELECOM ITALIA SAN MARINO S.p.A. (San Marino telecommunications management) |
BORGO MAGGIORE (SAN MARINO) |
EUR | 1,808,000 | 100.0000 | TIM S.p.A. | |
| TELECOM ITALIA SPARKLE S.p.A. (completion and management of telecommunications services for public and private use) |
ROME (ITALY) | EUR | 200,000,000 | 100.0000 | TIM S.p.A. | |
| TELECOM ITALIA TRUST TECHNOLOGIES S.r.l. (other operations related to non-classified IT services) |
POMEZIA ROME (ITALY) |
EUR | 7,000,000 | 100.0000 | TIM S.p.A. | |
| TELECOM ITALIA VENTURES S.r.l. (investment holding company) |
MILAN (ITALY) | EUR | 10,000 | 100.0000 | TIM S.p.A. | |
| TELECONTACT CENTER S.p.A. | NAPLES (ITALY) | EUR | 3,000,000 | 100.0000 | TIM S.p.A. | |
| (telemarketing services) TELEFONIA MOBILE SAMMARINESE S.p.A. (development and management of mobile telecommunications plants and |
BORGO MAGGIORE (SAN MARINO) |
EUR | 78,000 | 51.0000 | TELECOM ITALIA SAN MARINO S.p.A. | |
| TELENERGIA S.r.l. (import, export, purchase, sale and trade of electricity) |
ROME (ITALY) | EUR | 50,000 | 100.0000 | TIM S.p.A. |
| Company name | Head office | Currency | Share capital | % Ownership | % of voting rights |
Held by |
|---|---|---|---|---|---|---|
| TELSY ELETTRONICA E TELECOMUNICAZIONI S.p.A. (production and sale of equipment and systems for crypto telecommunications) |
TURIN (ITALY) | EUR | 390,000 | 100.0000 | TIM S.p.A. | |
| TI SPARKLE AMERICAS Inc. (managed bandwidth services) |
MIAMI (UNITED STATES) |
USD | 10,000 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| TI SPARKLE ARGENTINA S.A. (managed bandwidth services) |
BUENOS AIRES (ARGENTINA) |
ARS | 9,998,000 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| TI SPARKLE AUSTRIA GmbH (telecommunications services) |
VIENNA (AUSTRIA) |
EUR | 2,735,000 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| TI SPARKLE BELGIUM S.P.R.L. - B.V.B.A (telecommunications services) |
BRUSSELS (BELGIUM) |
EUR | 2,200,000 | 99.9999 0.0001 |
TELECOM ITALIA SPARKLE S.p.A. TI SPARKLE UK Ltd |
|
| TI SPARKLE BOLIVIA S.r.l. (managed bandwidth services) |
LA PAZ (BOLIVIA) |
BOB | 1,747,600 | 99.9999 0.0001 |
TELECOM ITALIA SPARKLE S.p.A. TI SPARKLE AMERICAS Inc. |
|
| TI SPARKLE BRASIL PARTIÇIPAÇÕES Ltda (investment holding company) |
RIO DE JANEIRO (BRAZIL) |
BRL | 71,563,866 | 99.9999 0.0001 |
TELECOM ITALIA SPARKLE S.p.A. TI SPARKLE AMERICAS Inc. |
|
| TI SPARKLE BRASIL TELECOMUNICAÇÕES Ltda (managed bandwidth services) |
RIO DE JANEIRO (BRAZIL) |
BRL | 69,337,363 | 99.9999 0.0001 |
TI SPARKLE BRASIL PARTIÇIPAÇÕES Ltda TI SPARKLE AMERICAS Inc. |
|
| TI SPARKLE BULGARIA EOOD (telecommunications) TI SPARKLE CHILE S.p.A. |
SOFIA (BULGARIA) SANTIAGO |
BGN CLP |
100,000 5,852,430,960 |
100.0000 100.0000 |
TELECOM ITALIA SPARKLE S.p.A. TELECOM ITALIA SPARKLE S.p.A. |
|
| (managed bandwidth services) TI SPARKLE COLOMBIA Ltda |
(CHILE) BOGOTA' |
COP | 5,246,906,000 | 99.9999 | TELECOM ITALIA SPARKLE S.p.A. | |
| (managed bandwidth services) TI SPARKLE CZECH S.R.O. |
(COLOMBIA) PRAGUE |
CZK | 6,720,000 | 0.0001 100.0000 |
TI SPARKLE AMERICAS Inc. TELECOM ITALIA SPARKLE S.p.A. |
|
| (telecommunications services) TI SPARKLE FRANCE S.A.S. |
(CZECH REPUBLIC) PARIS |
EUR | 18,295,000 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| (installation and management of telecommunications services for fixed network and related activities) |
(FRANCE) | |||||
| TI SPARKLE GERMANY Gmbh (telecommunications services) |
FRANKFURT (GERMANY) |
EUR | 25,000 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| TI SPARKLE GREECE S.A. (telecommunications) |
ATHENS (GREECE) |
EUR | 368,760 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| TI SPARKLE ISRAEL Ltd (international wholesale telecommunication services) |
RAMAT GAN (ISRAEL) |
ILS | 1,000 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| TI SPARKLE NETHERLANDS B.V. (telecommunications services) |
AMSTERDAM (NETHERLANDS) |
EUR | 18,200 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| TI SPARKLE NORTH AMERICA, Inc. (telecommunications and promotional services) |
NEW YORK (UNITED STATES) |
USD | 15,550,000 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| TI SPARKLE PANAMA S.A. (managed bandwidth services) |
PANAMA | USD | 10,000 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| TI SPARKLE PERU' S.A. (managed bandwidth services) |
LIMA (PERU) |
PEN | 57,101,788 | 99.9999 0.0001 |
TELECOM ITALIA SPARKLE S.p.A. TI SPARKLE AMERICAS Inc. |
|
| TI SPARKLE PUERTO RICO LLC (managed bandwidth services) |
SAN JUAN (PUERTO RICO) |
USD | 50,000 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| TI SPARKLE ROMANIA S.r.l. (telecommunications services) |
BUCHAREST (ROMANIA) |
RON | 3,021,560 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| TI SPARKLE RUSSIA LLC (telecommunications services) |
MOSCOW (RUSSIA) |
RUB | 8,520,000 | 99.0000 1.0000 |
TELECOM ITALIA SPARKLE S.p.A. TI SPARKLE UK Ltd |
|
| TI SPARKLE SINGAPORE Pte.Ltd (telecommunications services) TI SPARKLE SLOVAKIA S.R.O. |
SINGAPORE BRATISLAVA |
USD EUR |
5,121,120 300,000 |
99.9999 0.0001 100.0000 |
TELECOM ITALIA SPARKLE S.p.A. TI SPARKLE NORTH AMERICA, Inc. TELECOM ITALIA SPARKLE S.p.A. |
|
| (telecommunications services) TI SPARKLE SPAIN TELECOMMUNICATIONS S.L. |
(SLOVAKIA) MADRID |
EUR | 1,687,124 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| (telecommunications services) TI SPARKLE ST. CROIX LLC |
(SPAIN) VIRGIN ISLANDS |
USD | 1,000 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| (managed bandwidth services) | (UNITED STATES) |
| Company name | Head office | Currency | Share capital | % Ownership | % of voting rights |
Held by |
|---|---|---|---|---|---|---|
| TI SPARKLE SWITZERLAND GmbH | ZURICH | CHF | 2,000,000 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| (telecommunications services) | (SWITZERLAND) | |||||
| TI SPARKLE TURKEY TELEKOMÜNIKASYON ANONIM SIRKETI | YENISBONA | TRY | 65,000,000 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| (telecommunications services) | ISTANBUL (TURKEY) |
|||||
| TI SPARKLE UK Ltd | LONDON | EUR | 3,983,254 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| (value-added and networking services) | (UNITED KINGDOM) | |||||
| TI SPARKLE VENEZUELA C.A. | CARACAS | VES | 10 | 100.0000 | TELECOM ITALIA SPARKLE S.p.A. | |
| (managed bandwidth services) | (VENEZUELA) | |||||
| TIMB2 S.r.l. | ROME (ITALY) | EUR | 10,000 | 99.0000 | PERSIDERA S.p.A. | |
| (management of television frequency user rights) | 1.0000 | TIM S.p.A. | ||||
| TIMVISION S.r.l. (production, co-production, conception and creation of programs, films and audiovisual content, including multimedia and interactive content) |
ROME (ITALY) | EUR | 50,000 | 100.0000 | TIM S.p.A. | |
| TN FIBER S.r.l. | TRENTO (ITALY) | EUR | 55,918,000 | 100.0000 | TIM S.p.A. | |
| (design, construction, maintenance and supply of optical network access to users in the province of Trento) |
||||||
| BRAZIL BU | ||||||
| TIM BRASIL SERVIÇOS E PARTICIPAÇÕES S.A. | RIO DE JANEIRO | BRL | 7,169,029,859 | 99.9999 | TELECOM ITALIA FINANCE S.A. | |
| (investment holding company) | (BRAZIL) | 0.0001 | TIM S.p.A. | |||
| TIM PARTICIPAÇÕES S.A. | RIO DE JANEIRO | BRL | 9,913,414,422 | 66.5819 | 66.6035 TIM BRASIL SERVIÇOS E PARTICIPAÇÕES S.A. | |
| (investment holding company) | (BRAZIL) | 0.0324 | TIM PARTICIPAÇÕES S.A. | |||
| TIM S.A. (telecommunications services) |
RIO DE JANEIRO (BRAZIL) |
BRL | 13,476,171,765 | 100.0000 | TIM PARTICIPAÇÕES S.A. | |
| OTHER OPERATIONS | ||||||
| OLIVETTI DEUTSCHLAND GmbH | NURENBERG | EUR | 25,600,000 | 100.0000 | OLIVETTI S.p.A. | |
| (sale of office equipment and supplies) | (GERMANY) | |||||
| OLIVETTI UK Ltd. | NORTHAMPTON | GBP | 6,295,712 | 100.0000 | OLIVETTI S.p.A. | |
| (sale of office equipment and supplies) | (UNITED KINGDOM) | |||||
| TELECOM ITALIA CAPITAL S.A. | LUXEMBOURG | EUR | 2,336,000 | 100.0000 | TIM S.p.A. | |
| (financial company) | ||||||
| TELECOM ITALIA FINANCE S.A. | LUXEMBOURG | EUR | 1,818,691,979 | 100.0000 | TIM S.p.A. | |
| (financial company) | ||||||
| TELECOM ITALIA LATAM PARTICIPAÇÕES E GESTÃO ADMINISTRATIVA Ltda | SÃO PAULO | BRL | 118,925,803 | 100.0000 | TIM S.p.A. | |
| (telecommunications and promotional services) | (BRAZIL) | |||||
| TIAUDIT COMPLIANCE LATAM S.A. (in liquidation) | RIO DE JANEIRO | BRL | 1,500,000 | 69.9996 | TIM S.p.A. | |
| (internal audit services) | (BRAZIL) | 30.0004 | TIM BRASIL SERVIÇOS E PARTICIPAÇÕES S.A. | |||
| TIESSE S.c.p.A. (installation and assistance for electronic, IT, telematics and telecommunications equipment) |
IVREA (TURIN) (ITALY) |
EUR | 103,292 | 61.0000 | OLIVETTI S.p.A. | |
| TIM TANK S.r.l. (fund and securities investments) |
MILAN (ITALY) | EUR | 18,600,000 | 100.0000 | TIM S.p.A. |
| Company name | Head office | Currency | Share capital | % Ownership | % of voting rights |
Held by | ||
|---|---|---|---|---|---|---|---|---|
| ASSOCIATES AND JOINT VENTURES ACCOUNTED FOR USING THE EQUITY METHOD | ||||||||
| ALFIERE S.p.A. (*) (real estate management) |
ROME (ITALY) | EUR | 9,250,000 | 50.0000 | TIM S.p.A. | |||
| AREE URBANE S.r.l. (in liquidation) | MILAN (ITALY) | EUR | 100,000 | 32.6200 | TIM S.p.A. | |||
| (real estate management) | ||||||||
| ASSCOM INSURANCE BROKERS S.r.l. | MILAN (ITALY) | EUR | 100,000 | 20.0000 | TIM S.p.A. | |||
| (insurance brokerage) | ||||||||
| CLOUDESIRE.COM S.r.l. | PISA (ITALY) | EUR | 11,671 | (**) | TELECOM ITALIA VENTURES S.r.l. | |||
| (design, implementation and marketing of a marketplace platform for the sale of software-as-a-service applications) |
||||||||
| CONSORZIO ANTENNA COLBUCCARO Società Consortile a r.l. | ASCOLI PICENO | EUR | 121,000 | 20.0000 | PERSIDERA S.p.A. | |||
| (installation, management and maintenance of metal pylons complete with workstations for device recovery) |
||||||||
| CONSORZIO ANTENNA MONTE CONERO Società Consortile a r.l. | SIROLO | EUR | 51,100 | 22.2211 | PERSIDERA S.p.A. | |||
| (multimedia services) | (ANCONA) (ITALY) | |||||||
| CONSORZIO E O (in liquidation) | ROME (ITALY) | EUR | 30,987 | 50.0000 | TIM S.p.A. | |||
| (training services) | ||||||||
| ECO4CLOUD S.r.l. | RENDE | EUR | 19,532 | (**) | TELECOM ITALIA VENTURES S.r.l. | |||
| (development, production and sale of innovative products or services with high technological value) |
(COSENZA) (ITALY) | |||||||
| KOPJRA S.r.l. | SCHIO | EUR | 16,207 | 22.8491 | TELECOM ITALIA VENTURES S.r.l. | |||
| (development, production and sale of innovative products or services with high technological value) |
(VICENZA) (ITALY) | |||||||
| MOVENDA S.p.A. | ROME (ITALY) | EUR | 133,333 | 24.9998 | TELECOM ITALIA FINANCE S.A. | |||
| (design, construction and diffusion of Internet sites, products and computer media) |
||||||||
| NORDCOM S.p.A. | MILAN (ITALY) | EUR | 5,000,000 | 42.0000 | TIM S.p.A. | |||
| (application service provider) | ||||||||
| OILPROJECT S.r.l. | MILAN (ITALY) | EUR | 13,556 | (**) | TELECOM ITALIA VENTURES S.r.l. | |||
| (research, development, marketing and patenting of all intellectual property related to technology, information technology and TLC) |
||||||||
| PEDIUS S.r.l. | ROME (ITALY) | EUR | 181 | (**) | TELECOM ITALIA VENTURES S.r.l. | |||
| (implementation of specialized telecommunications applications, telecommunications services over telephone connections, VOIP services) |
||||||||
| TIGLIO I S.r.l. | MILAN (ITALY) | EUR | 5,255,704 | 47.8019 | TIM S.p.A. | |||
| (real estate management) | ||||||||
| TIGLIO II S.r.l. (in liquidation) | MILAN (ITALY) | EUR | 10,000 | 49.4700 | TIM S.p.A. | |||
| (real estate management) | ||||||||
| W.A.Y. S.r.l. | TURIN (ITALY) | EUR | 136,383 | 39.9999 | OLIVETTI S.p.A. | |||
| (development and sale of geolocation products and systems for security and logistics) |
||||||||
| WIMAN S.r.l. | MATTINATA | EUR | 22,233 | (**) | TELECOM ITALIA VENTURES S.r.l. | |||
| (development, management and implementation of platforms for social based Wi-Fi authentication) |
(FOGGIA) (ITALY) | |||||||
(**) Associate over which TIM S.p.A., directly or indirectly, exercises significant influence pursuant to IAS 28 (Investments in Associates and Joint Ventures).
| Company name | Head office | Currency | Share capital | % Ownership | % of voting Held by rights |
|---|---|---|---|---|---|
| OTHER SIGNIFICANT EQUITY INVESTMENTS PURSUANT TO CONSOB RESOLUTION NO. 11971 OF MAY 14, 1999 AS AMENDED | |||||
| CONSORZIO ANTENNA TOLENTINO S.c.a.r.l. (installation, management and maintenance of pylons complete with workstations for device recovery) |
RECANATI (MACERATA) (ITALY) |
EUR | 86,000 | 16.6674 | PERSIDERA S.p.A. |
| CONSORZIO EMITTENTI RADIOTELEVISIVE (broadcasting activities) |
BOLOGNA (ITALY) | EUR | 119,309 | 18.6600 | PERSIDERA S.p.A. |
| CONSORZIO HEALTH INNOVATION HUB (in liquidation) (development of the market for systems and services for the social welfare |
TRENTO (ITALY) | EUR | 48,000 | 12.5000 | TIM S.p.A. |
| DAHLIA TV S.p.A. (in liquidation) (pay-per-view services) |
ROME (ITALY) | EUR | 11,318,833 | 10.0786 | TIM S.p.A. |
| FIN.PRIV. S.r.l. (financial company) |
MILAN (ITALY) | EUR | 20,000 | 14.2900 | TIM S.p.A. |
| IGOON S.r.l. (carpooling scheme to share unused seating capacity in cars in real time through a mobile App |
NAPLES (ITALY) | EUR | 16,498 | 14.2805 | TELECOM ITALIA VENTURES S.r.l. |
| INNAAS S.r.l. (design, development and sale of high-tech software and hardware) |
ROME (ITALY) | EUR | 108,700 | 15.2539 | TELECOM ITALIA VENTURES S.r.l. |
| ITALBIZ.COM Inc. (Internet services) |
DELAWARE (UNITED STATES OF AMERICA) |
USD | 4,721 | 19.5000 | TIM S.p.A. |
| MIX S.r.l. (Internet service provider) |
MILAN (ITALY) | EUR | 1,000,000 | 11.0937 | TIM S.p.A. |
of the administrative and accounting procedures used in the preparation of the consolidated financial statements for the 2018 fiscal year.
February 21, 2019
Chief Executive Officer Manager Responsible for Preparing the Corporate Financial Reports
________(signed)_____________
Luigi Gubitosi
________(signed)___________ Piergiorgio Peluso
in accordance with article 14 of Legislative Decree No. 39 of 27 January 2010 and article 10 of Regulation (EU) No. 537/2014
To the shareholders of TIM SpA
We have audited the consolidated financial statements of TIM Group (the "Group"), which comprise the statement of financial position as of 31 December 2018, the income statement, statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Group as of 31 December 2018, and of the result of its operations and cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union, as well as with the regulations issued to implement article 9 of Legislative Decree No. 38/05.
We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of this report. We are independent of TIM SpA (the "Company") pursuant to the regulations and standards on ethics and independence applicable to audits of financial statements under Italian law. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This report has been translated into English from the Italian original solely for the convenience of international readers
TIM S.p.A. Separate Financial Statements

| Statements of Financial Position _____ 278 | |
|---|---|
| Separate Income Statements _______ 280 | |
| Statements of Comprehensive Income ______ 281 | |
| Statements of Changes in Equity _____ 282 | |
| Statements of Cash Flows __________ 283 | |
| Note 1 Form, content and other general information ___________ 285 | |
| Note 2 Accounting policies _______________ 287 | |
| Note 3 Goodwill ____________ 306 | |
| Note 4 Intangible assets with a finite useful life _________ 308 | |
| Note 5 Tangible assets (owned and under finance leases) _______ 311 | |
| Note 6 Investments ______________ 316 | |
| Note 7 Financial assets (non-current and current) _______ 319 | |
| Note 8 Miscellaneous receivables and other non-current assets ________ 321 | |
| Note 9 Income tax expense (current and deferred) _______ 323 | |
| Note 10 Inventories _______________ 326 | |
| Note 11 Trade and miscellaneous receivables and other current assets ________ 327 | |
| Note 12 Equity _____________ 332 | |
| Note 13 Financial liabilities (non-current and current) ___________ 337 | |
| Note 14 Net financial debt _______________ 343 | |
| Note 15 Financial risk management _____________ 345 | |
| Note 16 Derivatives _______________ 350 | |
| Note 17 Supplementary disclosures on financial instruments __________ 354 | |
| Note 18 Employee benefits ______________ 363 | |
| Note 19 Provisions _______________ 366 | |
| Note 20 Miscellaneous payables and other non-current liabilities _______ 367 | |
| Note 21 Trade and miscellaneous payables and other current liabilities ________ 369 | |
| Note 22 Disputes and pending legal actions, other information, commitments and guarantees _______ 372 | |
| Note 23 Revenues ________________ 385 | |
| Note 24 Other operating income __________ 385 | |
| Note 25 Acquisition of goods and services ________ 386 | |
| Note 26 Employee benefits expenses ____________ 387 | |
| Note 27 Other operating expenses ______________ 388 | |
| Note 28 Change in inventories ____________ 388 | |
| Note 29 Internally generated assets _____________ 388 | |
| Note 30 Depreciation and amortization ___________ 389 | |
| Note 31 Gains/(losses) on disposals of non-current assets ______ 390 | |
| Note 32 Impairment reversals (losses) on non-current assets __________ 390 | |
| Note 33 Income/(expense) from investments ____________ 391 | |
| Note 34 Finance income and expenses ___________ 392 | |
| Note 35 Related party transactions and direction and coordination activity _____ 394 | |
| Note 36 Equity compensation plans _____________ 414 | |
| Note 37 Significant non-recurring events and transactions _______ 416 | |
| Note 38 Positions or transactions resulting from atypical and/or unusual operations ___ 417 | |
| Note 39 Other information _______________ 417 | |
| Note 40 Events subsequent to December 31, 2018 ____________ 420 | |
| Note 41 List of investments in subsidiaries, associates and joint ventures ______ 422 |
| (euros) | note | 12/31/2018 | of which related parties |
12/31/2017 | of which related parties |
|---|---|---|---|---|---|
| Non-current assets | |||||
| Intangible assets | |||||
| Goodwill | 3) | 24,340,444,756 | 27,026,739,756 | ||
| Intangible assets with a finite useful life |
4) | 6,339,060,237 | 4,249,481,054 | ||
| 30,679,504,993 | 31,276,220,810 | ||||
| Tangible assets | 5) | ||||
| Property, plant and equipment owned |
10,781,945,585 | 10,870,124,683 | |||
| Assets held under finance leases |
1,693,641,336 | 2,072,071,136 | |||
| 12,475,586,921 | 12,942,195,819 | ||||
| Other non-current assets | |||||
| Investments | 6) | 7,821,303,331 | 7,746,965,610 | ||
| Non-current financial assets | 7) | 1,641,935,658 | 473,285,000 | 1,611,096,232 | 261,979,000 |
| Miscellaneous receivables and other non-current assets |
8) | 1,704,270,021 | 129,414,000 | 1,752,517,802 | 99,636,000 |
| Deferred tax assets | 9) | 882,254,309 | 901,533,582 | ||
| 12,049,763,319 | 12,012,113,226 | ||||
| Total Non-current assets | (a) | 55,204,855,233 | 56,230,529,855 | ||
| Current assets | |||||
| Inventories | 10) | 261,461,628 | 177,829,906 | ||
| Trade and miscellaneous receivables and other current assets |
11) | 3,850,731,081 | 441,891,000 | 3,933,867,466 | 366,681,000 |
| Current income tax | |||||
| receivables | 9) | 166,154,717 | 364,747 | ||
| Current financial assets | |||||
| Securities other than investments, financial receivables and other |
|||||
| current financial assets Cash and cash |
792,809,245 | 231,348,000 | 1,072,460,071 | 545,160,000 | |
| equivalents | 885,426,755 | 3,552,000 | 771,486,384 | 49,452,000 | |
| 7) | 1,678,236,000 | 1,843,946,455 | |||
| Total Current assets | (b) | 5,956,583,426 | 5,956,008,574 | ||
| Total Assets | (a+b) | 61,161,438,659 | 62,186,538,429 |
| (euros) | note | 12/31/2018 | of which related parties |
12/31/2017 | of which related parties |
|
|---|---|---|---|---|---|---|
| Equity | 12) | |||||
| Share capital issued | 11,677,002,855 | 11,677,002,855 | ||||
| less: Treasury shares | (20,719,608) | (20,719,608) | ||||
| Share capital | 11,656,283,247 | 11,656,283,247 | ||||
| Additional paid-in capital | 2,094,207,410 | 2,094,207,410 | ||||
| Legal reserve | 2,293,873,993 | 2,239,528,963 | ||||
| Other reserves | ||||||
| Revaluation reserve pursuant to Italian Law 413/91 |
− | − | ||||
| Reserve for remeasurements of employee defined benefit plans (IAS 19) |
(80,505,118) | (95,785,325) | ||||
| Other | 1,530,185,329 | 1,452,262,937 | ||||
| Total Other reserves | 1,449,680,211 | 1,356,477,612 | ||||
| Retained earnings (accumulated losses), including profit (loss) for the year |
644,160,192 | 2,722,924,592 | ||||
| Total Equity | (c) | 18,138,205,053 | 20,069,421,824 | |||
| Non-current liabilities | ||||||
| Non-current financial liabilities |
13) | 24,777,022,517 | 5,245,192,000 | 28,467,909,721 | 7,223,678,000 | |
| Employee benefits | 18) | 1,502,454,739 | 1,661,059,434 | |||
| Deferred tax liabilities | 9) | 2,856,579 | 1,912,538 | |||
| Provisions | 19) | 579,249,461 | 594,846,716 | |||
| Miscellaneous payables and other non-current liabilities |
20) | 3,006,870,953 | 135,487,000 | 1,289,913,754 | 81,924,000 | |
| Total Non-current liabilities | (d) | 29,868,454,249 | 32,015,642,163 | |||
| Current liabilities | ||||||
| Current financial liabilities | 13) | 7,903,058,768 | 3,767,299,000 | 4,197,065,021 | 859,813,000 | |
| Trade and miscellaneous payables and other current liabilities |
21) | 5,237,699,768 | 378,003,000 | 5,849,881,175 | 328,227,000 | |
| Current income tax payables | 9) | 14,020,821 | 54,528,246 | |||
| Total Current Liabilities | (e) | 13,154,779,357 | 10,101,474,442 | |||
| Total Liabilities | (f=d+e) | 43,023,233,606 | 42,117,116,605 | |||
| Total Equity and Liabilities | (c+f) | 61,161,438,659 | 62,186,538,429 | |||
| Year 2018 |
of which related parties |
Year 2017 |
of which related parties |
||
|---|---|---|---|---|---|
| (euros) | note | ||||
| Revenues | 23) | 13,901,473,076 | 494,056,000 | 14,098,652,300 | 476,936,000 |
| Other income | 24) | 252,176,098 | 17,311,000 | 459,288,177 | 25,702,000 |
| Total operating revenues and other income |
14,153,649,174 | 14,557,940,477 | |||
| Acquisition of goods and services | 25) | (5,800,582,478) | (1,154,585,000) | (5,567,122,776) (1,120,371,000) | |
| Employee benefits expenses | 26) | (2,541,086,946) | (79,419,000) | (3,034,256,137) | (106,344,000) |
| Other operating expenses | 27) | (722,128,807) | (15,656,000) | (657,432,075) | (4,745,000) |
| Change in inventories | 28) | 83,631,721 | 44,916,750 | ||
| Internally generated assets | 29) | 434,317,757 | 456,992,782 | ||
| Operating profit before depreciation and amortization, capital gains (losses) and impairment reversals (losses) on non-current assets (EBITDA) |
5,607,800,421 | 5,801,039,021 | |||
| of which: impact of non-recurring | |||||
| items | 37) | (404,121,000) | (876,497,000) | ||
| Depreciation and amortization | 30) | (3,154,977,771) | (3,202,764,191) | ||
| Gains/(losses) on disposals of non current assets |
31) | (10,719,554) | 917,000 | (1,007,430) | 670,000 |
| Impairment reversals (losses) on non current assets |
32) | (2,682,635,959) | (29,587,678) | ||
| Operating profit (loss) (EBIT) | (240,532,863) | 2,567,679,722 | |||
| of which: impact of non-recurring items |
37) | (3,090,416,000) | (906,497,000) | ||
| Income (expenses) from investments | 33) | 71,346,959 | 114,018,000 | 224,227,542 | 253,825,000 |
| Finance income | 34) | 1,177,089,965 | 371,388,000 | 1,571,360,532 | 847,505,000 |
| Finance expenses | 34) | (2,427,443,856) | (866,677,000) | (2,964,584,706) | (776,934,000) |
| Profit (loss) before tax | (1,419,539,795) | 1,398,683,090 | |||
| of which: impact of non-recurring items |
37) | (3,099,025,000) | (932,173,000) | ||
| Income tax expense | 9) | (434,065,544) | (311,782,484) | ||
| Profit (loss) for the year | (1,853,605,339) | 1,086,900,606 | |||
| of which: impact of non-recurring items |
37) | (3,023,469,000) | (671,172,000) |
Note 12
| (euros) | Year | Year |
|---|---|---|
| 2018 | 2017 | |
| Profit (loss) for the year (a) |
(1,853,605,339) | 1,086,900,606 |
| Other components of the Statements of Comprehensive Income | ||
| Other components that will not be reclassified subsequently to Separate Income Statements |
||
| Financial assets measured at fair value through other comprehensive income: |
||
| Profit (loss) from fair value adjustments | (4,455,936) | − |
| Income tax effect | 52,075 | − |
| (b) | (4,403,861) | − |
| Remeasurements of employee defined benefit plans (IAS 19): | ||
| Actuarial gains (losses) | 20,105,536 | 9,003,437 |
| Income tax effect | (4,825,329) | (2,160,825) |
| (c) | 15,280,207 | 6,842,612 |
| 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 | ||
| Separate Income Statements (e=b+c+d) |
10,876,346 | 6,842,612 |
| Other components that subsequently will be reclassified in the Separate Income Statements |
||
| Financial assets measured at fair value through other comprehensive income(*): |
||
| Profit (loss) from fair value adjustments | 11,497,530 | (33,360,969) |
| Loss (profit) transferred to the Separate Income Statements | − | − |
| Income tax effect | (3,151,768) | 8,833,754 |
| (f) | 8,345,762 | (24,527,215) |
| Hedging instruments: | ||
| Profit (loss) from fair value adjustments | 70,451,359 | (189,884,186) |
| Loss (profit) transferred to the Separate Income Statements | 9,229,000 | 392,963,000 |
| Income tax effect | (19,123,286) | (48,738,915) |
| (g) | 60,557,073 | 154,339,899 |
| Share of other comprehensive income (loss) of associates and joint ventures accounted for using the equity method: |
||
| Profit (loss) | − | − |
| Loss (profit) transferred to the Separate Income Statements | − | − |
| Income tax effect | − | − |
| (h) | − | − |
| Total other components that will be reclassified subsequently to Separate Income Statements (i= f+g+h) |
68,902,835 | 129,812,684 |
| Total other components of the Statements of Comprehensive | ||
| Income (k= e+i) |
79,779,181 | 136,655,296 |
| Total comprehensive income (loss) for the year (a+k) |
(1,773,826,158) | 1,223,555,902 |
(*) Including, for 2017, "available-for-sale financial assets".
| (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 remeasurements of employee defined benefit plans (IAS 19) |
Other reserves and retained earnings (accumulated losses), including profit (loss) for the year |
Total Equity | |
|---|---|---|---|---|---|---|---|
| Balance at December 31, 2016 |
11,656,283,247 | 2,094,207,410 | 26,893,911 | (1,206,963,005) | (102,627,937) | 6,505,020,925 | 18,972,814,551 |
| Changes in equity during the year: |
|||||||
| Dividends approved | (165,764,272) | (165,764,272) | |||||
| Total comprehensive income (loss) for the year |
(24,527,215) | 154,339,899 | 6,842,612 | 1,086,900,606 | 1,223,555,902 | ||
| Surplus from the merger of TIM REAL ESTATE S.r.l. and Olivetti Multiservices S.p.A. into TIM S.p.A. |
43,756,079 | 43,756,079 | |||||
| Issue of equity instruments | (5,993,396) | (5,993,396) | |||||
| Other changes | 1,052,960 | 1,052,960 | |||||
| Balance at December 31, 2017 |
11,656,283,247 | 2,094,207,410 | 2,366,696 | (1,052,623,106) | (95,785,325) | 7,464,972,902 | 20,069,421,824 |
| (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 remeasurements of employee defined benefit plans (IAS 19) |
Other reserves and retained earnings (accumulated losses), including profit (loss) for the year |
Total Equity |
|---|---|---|---|---|---|---|---|
| Balance at December 31, 2017 |
11,656,283,247 | 2,094,207,410 | 2,366,696 | (1,052,623,106) | (95,785,325) | 7,464,972,902 | 20,069,421,824 |
| Adoption of IFRS 15 and IFRS 9 |
10,782,899 | (5,049,758) | 5,733,141 | ||||
| Adjusted Balance at December 31, 2017 |
11,656,283,247 | 2,094,207,410 | 13,149,595 | (1,052,623,106) | (95,785,325) | 7,459,923,144 | 20,075,154,965 |
| Changes in equity during the year: |
|||||||
| Dividends approved | (165,764,272) | (165,764,272) | |||||
| Total comprehensive income (loss) for the year |
3,941,901 | 60,557,073 | 15,280,207 | (1,853,605,339) | (1,773,826,158) | ||
| Issue of equity instruments | 2,130,017 | 2,130,017 | |||||
| Other changes | 510,501 | 510,501 | |||||
| Balance at December 31, 2018 |
11,656,283,247 | 2,094,207,410 | 17,091,496 | (992,066,033) | (80,505,118) | 5,443,194,051 | 18,138,205,053 |
(*) The balance at December 31, 2017 includes the "Reserve for available-for-sale financial assets".
| Year | Year | ||
|---|---|---|---|
| (euros) | note | 2018 | 2017 |
| Cash flows from operating activities: | |||
| Profit (loss) for the year | (1,853,605,339) | 1,086,900,606 | |
| Adjustments for: | |||
| Depreciation and amortization | 3,154,977,771 | 3,202,764,191 | |
| Impairment losses (reversals) on non-current assets (including | |||
| investments) | 2,738,929,000 | 73,202,000 | |
| Net change in deferred tax assets and liabilities | (13,546,000) | (167,588,000) | |
| Losses (gains) realized on disposals of non-current assets (including investments) |
10,739,000 | 1,008,000 | |
| Change in provisions for employee benefits | (193,634,000) | 439,295,000 | |
| Change in inventories | (83,632,000) | (44,917,000) | |
| Change in trade receivables and net amounts due from customers on construction contracts |
(65,947,000) | (16,194,000) | |
| Change in trade payables | (173,998,000) | (538,254,000) | |
| Net change in current income tax receivables/payables | (205,353,000) | (485,063,000) | |
| Net change in miscellaneous receivables/payables and other assets/liabilities |
(433,792,593) | 98,761,000 | |
| Cash flows from (used in) operating activities | (a) | 2,881,137,839 | 3,649,914,797 |
| Cash flows from investing activities: | |||
| Purchase of intangible assets | 4) (3,310,520,000) (1,627,454,000) | ||
| Purchase of tangible assets | 5) (1,791,405,000) (2,521,744,000) | ||
| Total purchase of intangible and tangible assets on an accrual basis (*) |
(5,101,925,000) (4,149,198,000) | ||
| Change in amounts due for purchases of intangible and tangible | 1,958,374,000 | 675,717,000 | |
| Total purchase of intangible and tangible assets on a cash basis | (3,143,551,000) (3,473,481,000) | ||
| Contributions for plants received | 108,285,000 | 82,306,000 | |
| Cash arising from corporate actions | 6) | − | (243,479,000) |
| Acquisitions/disposals of other investments | (130,412,000) | (75,704,000) | |
| Change in financial receivables and other financial assets (excluding hedging derivative and other derivative receivables) |
264,820,000 | (113,631,000) | |
| Proceeds received from the sale of investments in subsidiaries | − | − | |
| Proceeds from sale/repayment of intangible, tangible and other non-current assets |
23,987,000 | 46,747,000 | |
| Cash flows from (used in) investing activities | (b) | (2,876,871,000) (3,777,242,000) | |
| Cash flows from financing activities | |||
| Change in current financial liabilities and other | 681,485,000 | (316,911,000) | |
| Proceeds from non-current financial liabilities (including current portion) |
2,722,628,000 | 3,243,365,000 | |
| Repayments of non-current financial liabilities (including current portion) |
(3,533,673,000) (3,595,578,000) | ||
| Changes in hedging and non-hedging derivatives | (223,726,000) | 198,769,000 | |
| Share capital proceeds/reimbursements | − | − | |
| Dividends paid (*) | (165,721,000) | (165,722,000) | |
| Cash flows from (used in) financing activities | (c) | (519,007,000) | (636,077,000) |
| Aggregate cash flows | (d=a+b+c) | (514,740,161) | (763,404,203) |
| Net cash and cash equivalents at beginning of the year | (e) | 299,073,077 | 1,062,477,280 |
| Net cash and cash equivalents at end of the year | (f=d+e) | (215,667,084) | 299,073,077 |
| Year | Year | |
|---|---|---|
| (*) of which related parties: | 2018 | 2017 |
| (euros) | ||
| Total purchase of intangible and tangible assets on an accrual | ||
| basis | 17,806,000 | 144,937,000 |
| Dividends paid | − | − |
| Year | Year | |
|---|---|---|
| 2018 | 2017 | |
| (euros) | ||
| Income taxes (paid) received | (632,326,000) | (948,858,000) |
| Interest expense paid | (2,034,325,000) (2,838,135,000) | |
| Interest income received | 952,861,000 | 1,657,577,000 |
| Dividends received | 115,199,000 | 254,890,000 |
| Year | Year | |
|---|---|---|
| (euros) | 2018 | 2017 |
| Net cash and cash equivalents at beginning of the year: | ||
| Cash and cash equivalents | 771,483,135 1,230,225,788 | |
| Bank overdrafts repayable on demand | (472,410,058) (167,748,508) | |
| 299,073,077 1,062,477,280 | ||
| Net cash and cash equivalents at end of the year: | ||
| Cash and cash equivalents | 885,426,755 | 771,483,135 |
| Bank overdrafts repayable on demand | (1,101,093,839) (472,410,058) | |
| (215,667,084) | 299,073,077 |
The additional disclosures required by IAS 7 are provided in the Note "Net financial debt" to these separate financial statements.
Telecom Italia, TIM in brief, is a joint-stock company (S.p.A.) organized under the laws of the Republic of Italy. The registered offices of TIM S.p.A. are located in Milan, Italy, at Via Gaetano Negri 1.
The duration of TIM S.p.A., as stated in the company's bylaws, extends until December 31, 2100.
On May 16, 2018, the Board of Directors of TIM S.p.A. acknowledged that the grounds for considering Vivendi the entity exercising direction and coordination powers over TIM no longer applied. Subsequently, on June 25, 2018, the Board of Directors approved amendments to the internal procedure governing transactions with related parties, and updated the relative related party boundary to reflect the new situation, whereby Vivendi no longer qualifies as the de facto controlling entity over TIM.
TIM S.p.A. operates in Italy in the fixed and mobile telecommunications sector.
The TIM S.p.A. separate financial statements at December 31, 2018 have been prepared on a going concern basis (further details are provided in the Note "Accounting Policies") and in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board and endorsed by the European Union (designated as "IFRS"), as well as laws and regulations in force in Italy.
Furthermore, during 2018, TIM S.p.A. applied accounting policies consistent with those applied for the previous year, except for the new accounting standards adopted as of January 1, 2018, the impact of which is illustrated in the section "Adoption of the new IFRS 9 and IFRS 15 standards", to which readers are referred for more details. The separate financial statements have been prepared under the historical cost convention except for financial assets measured at fair value through other comprehensive income, financial assets measured at fair value through profit or loss and derivative financial instruments which have been measured at fair value. The carrying amounts of hedged assets and liabilities have been adjusted to reflect the changes in fair value of the hedged risks (fair value hedge).
In accordance with IAS 1 (Presentation of Financial Statements) comparative information included in the consolidated financial statements is, unless otherwise indicated, that of the preceding years.
The statements of financial position, the separate income statements, the statements of comprehensive income, the statements of changes in equity and the statements of cash flows are presented in euros (without cents) and the notes to these separate financial statements in millions of euros, unless otherwise indicated.
Publication of the TIM S.p.A. Separate Financial Statements for the year ended December 31, 2018 was approved by resolution of the Board of Directors on February 21, 2019.
However, final approval of the TIM S.p.A. separate financial statements rests with the shareholders' meeting.
The financial statement formats adopted are consistent with those indicated in IAS 1. In particular:
In addition to EBIT or Operating profit (loss), the separate income statement includes the alternative performance measure of EBITDA or Operating profit (loss) before depreciation and amortization, Capital gains (losses) and Impairment reversals (losses) on non-current assets.
In particular, besides EBIT, EBITDA is used by TIM as the financial target in internal presentations (business plans) and in external presentations (to analysts and investors). It represents a useful unit of measurement for the evaluation of the operating performance of TIM S.p.A.. EBIT and EBITDA are calculated as follows:
Finance expenses
Finance income
+/- Impairment losses (reversals) on non-current assets
EBITDA – Operating profit before depreciation and amortization, capital gains (losses) and impairment reversals (losses) on non-current assets
Furthermore, as required by Consob Resolution 15519 of July 27, 2006, in the separate income statement, income and expenses relating to transactions, which by nature do not occur during normal operation (non-recurring transactions) have been specifically identified and their impact has been shown separately, when they are significant. Specifically, non-recurring income/(expenses) include, for instance: income/expenses arising from the sale of properties, plant and equipment, business segments and investments; expenses stemming from company reorganization and streamlining processes and projects, also in connection with corporate transactions (mergers, spin-offs, etc.); expenses resulting from litigation and regulatory fines and related liabilities; other provisions and related reversals; costs for the settlement of disputes; items related to corrections and realignments related to previous years; and impairment losses on goodwill and/or other intangible and tangible assets.
Also in reference to the above Consob Resolution, the amounts relating to balances or transactions with related parties have been shown separately in the financial statements.
The separate financial statements for the year ended December 31, 2018 have been prepared on a going concern basis as there is the reasonable expectation that TIM S.p.A. will continue its operational activities in the foreseeable future (and in any event for a time horizon of at least twelve months). In particular, the following factors have been taken into consideration:
Based on these factors, the Management believes that, at the present time, there are no elements of uncertainty regarding TIM S.p.A.'s ability to continue as a going concern.
Under IFRS 3 (Business Combinations), goodwill is recognized in the separate financial statements as of the acquisition date (through merger or contribution) of companies or business segments and is measured as the difference between the consideration transferred (measured in accordance with IFRS 3, which is generally recognized on the basis of the acquisition date fair value), and the acquisition date fair value of the identifiable assets acquired net of the identifiable liabilities assumed.
Goodwill is classified in the statements of financial position as an intangible asset with an indefinite useful life, whereas any gain from a bargain purchase or negative goodwill is recognized in the separate income statement.
Costs incurred internally for the development of new products and services represent either intangible assets (mainly costs for software development) or tangible assets. These costs are capitalized only when all the following conditions are satisfied: i) the cost attributable to the development phase of the asset can be measured reliably, ii) there is the intention, the availability of financial resources and the technical ability to complete the asset and make it available for use or sale and iii) it can be demonstrated that the asset will be able to generate future economic benefits. Capitalized development costs comprise only expenditures that can be attributed directly to the development process for new products and services.
Capitalized development costs are amortized systematically over the estimated product or service life so that the amortization method reflects the way which the asset's future economic benefits are expected to be consumed by the entity.
Other purchased or internally-generated intangible assets with a finite useful life are recognized as assets, in accordance with IAS 38 (Intangible Assets), where it is probable that the use of the asset will generate future economic benefits and where the cost of the asset can be measured reliably.
Such assets are recorded at purchase or production cost and amortized on a straight-line basis over their estimated useful lives; the amortization rates are reviewed annually and revised if the current estimated useful life is different from that estimated previously. The effect of such changes is recognized in the separate consolidated income statements prospectively.
Property, plant and equipment owned is stated at acquisition or production cost. Subsequent expenditures are capitalized only if they increase the future economic benefits embodied in the related item of property, plant and equipment. All other expenditures are expensed as incurred.
Cost also includes the expected costs of dismantling the asset and restoring the site if a legal or constructive obligation exists. The corresponding liability is recognized at its present value as a provision in the statement of financial position. These capitalized costs are depreciated and charged to the separate consolidated income statements over the useful life of the related tangible assets.
The recalculation of estimates for dismantling costs, discount rates and the dates in which such costs are expected to be incurred is reviewed annually, at each financial year-end. Changes in the above liability must be recognized as an increase or decrease of the cost of the relative asset; the amount deducted from the cost of the asset must not exceed its carrying amount. The excess if any, should be recorded immediately in the separate consolidated income statements, conventionally under the line item "Depreciation".
Depreciation of property, plant and equipment owned is calculated on a straight-line basis over the estimated useful life of the assets. The depreciation rates are reviewed annually and revised if the current estimated useful life is different from that estimated previously. The effect of such changes is recognized in the separate consolidated income statements prospectively.
Land, including land pertaining to buildings, is not depreciated.
Assets held under finance leases, in which substantially all the risks and rewards of ownership are transferred to the Company, are initially recognized as assets of the Group at fair value or, if lower, at the present value of the minimum lease payments, including bargain purchase options. The corresponding liability due to the lessor is included in the statement of financial position under financial liabilities.
Lease payments are apportioned between interest (recognized in the separate income statement) and principal (recognized as a deduction from liabilities). This split is determined so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Furthermore, gains realized on sale and leaseback transactions that are recorded under finance lease contracts are deferred over the lease term.
The depreciation policy for depreciable assets held under finance leases is consistent with that for depreciable assets that are owned. If there is no reasonable certainty over the acquisition of the ownership of the asset at the end of the lease period, assets held under finance leases are depreciated over the shorter of the lease term and their useful lives.
Leases where the lessor retains substantially all the risks and rewards of ownership of the assets are accounted for as operating leases. Operating lease rentals are charged to the separate consolidated income statements on a straight-line basis over the lease term.
When a lease includes both land and buildings elements, an entity assesses the classification of each element as a finance or an operating lease separately.
Goodwill is tested for impairment at least annually or more frequently whenever events or changes in circumstances indicate that goodwill may be impaired, as set forth in IAS 36 (Impairment of Assets); however, when the conditions that gave rise to an impairment loss no longer exist, the original amount of goodwill is not reinstated.
The test is generally conducted at the end of every year so the date of testing is the year-end closing date of the financial statements. Goodwill acquired and allocated during the year is tested for impairment at the end of the year in which the acquisition and allocation took place.
To test for impairment, goodwill is allocated at the date of acquisition to each cash-generating unit or group of cash-generating units which is expected to benefit from the acquisition.
If the carrying amount of the cash-generating unit (or group of cash-generating units) exceeds the recoverable amount, an impairment loss is recognized in the separate income statement. The impairment loss is first recognized as a deduction of the carrying amount of goodwill allocated to the cash-generating unit (or group of cash-generating units) and then only applied to the other assets of the cash-generating unit in proportion to their carrying amount, up to the recoverable amount of the assets with a finite useful life. The recoverable amount of a cash-generating unit (or group of cash-generating units) to which goodwill is allocated is the higher of fair value less costs to sell and its value in use.
In calculating the value in use, the estimated future cash flows are discounted to present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The future cash flows are those arising from an explicit time horizon between three and five years as well as those extrapolated to estimate the terminal value. The long-term growth rate used to estimate the terminal value of the cash-generating unit (or group of cash-generating units) is assumed not to be higher than the average longterm growth rate of the segment or market in which the cash-generating unit (or group of cash-generating units) operates.
Future cash flows are estimated by referring to the current operating conditions of the cash-generating unit (or group of cash-generating units) and, therefore, do not include either benefits originating from future restructuring for which the entity is not yet committed, or future investments for the improvement or optimization of the cash-generating unit.
For the purpose of calculating impairment, the carrying amount of the cash-generating unit is established based on the same criteria used to determine the recoverable amount of the cash-generating unit, excluding surplus assets (that is, financial assets, deferred tax assets and net non-current assets held for sale).
After conducting the goodwill impairment test for the cash-generating unit (or groups of cash-generating units), a second level of impairment testing is carried out which includes the corporate assets which do not generate positive cash flows and which cannot be allocated by a reasonable and consistent criterion to the single units. At this second level, the total recoverable amount of all cash-generating units (or groups of cash-generating units) is compared to the carrying amount of all cash-generating units (or groups of cash-generating units), including also those cash-generating units to which no goodwill was allocated, and the corporate assets.
At every closing date, the Company assesses whether there are any indications of impairment of intangible and tangible assets with a finite useful life. Both internal and external sources of information are used for this purpose. Internal sources include obsolescence or physical damage, and significant changes in the use of the asset and the economic performance of the asset compared to estimated performance. External sources include the market value of the asset, changes in technology, markets or laws, trend in market interest rates and the cost of capital used to evaluate investments, and an excess of the carrying amount of the net assets of the Company over market capitalization.
When indicators of impairment exist, the carrying amount of the assets is reduced to the recoverable amount. The recoverable amount of an asset is the higher of fair value less costs to sell and its value in use. In calculating the value in use, the estimated future cash flows are discounted to present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Impairment losses are recognized in the separate income statement.
When the conditions that gave rise to an impairment loss no longer exist, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, up to the carrying amount that would have been recorded had no impairment loss been recognized. The reversal of an impairment loss is recognized as income in the separate consolidated income statements.
The business models for financial assets (other than trade receivables due from customers) have been defined on the basis of how the financial instruments are managed and their cash flows used; this is done to ensure an adequate level of financial flexibility and to best manage, in terms of risks and returns, the financial resources immediately available and in accordance with the strategies.
In accordance with IFRS 9, the business models adopted are:
Investments in subsidiaries, associates and joint ventures are measured at cost adjusted by impairment losses. When there is objective evidence of an impairment, recoverability is verified by comparing the carrying amount of the investment against its recoverable amount consisting of the greater of fair value, net of disposal costs, and value in use.
Other investments (other than those in subsidiaries, associates and joint ventures) are classified as non-current or current assets if they will be kept in the Company's portfolio for a period of more or not more than 12 months, respectively.
Other investments are classified as "financial assets measured at fair value through profit or loss" (FVTPL), as current assets.
At the purchase time of each investment, IFRS 9 provides for the irrevocable option to recognize these investments in "financial assets measured at fair value through other comprehensive income" (FVTOCI) as noncurrent or current assets.
The other investments classified as "financial assets measured at fair value through other comprehensive income" are measured at fair value; changes in the fair value of these investments are recognized in a special equity reserve under the other components of the statements of comprehensive income (Reserve for financial assets measured at fair value through other comprehensive income), without reclassification to the separate income statement when the financial asset is disposed of or impaired. Dividends, on the other hand, are recognized in the separate income statements.
Changes in the value of other investments classified as "financial assets at fair value through separate profit or loss" are recognized directly in the separate income statements.
Securities other than investments included among non-current or current assets, depending on the business model adopted and the contractual flows envisaged, fall among financial assets measured at amortized cost, or measured at fair value through other comprehensive income or at fair value though profit or loss. Securities other than investments, classified as current assets, are those that, by decision of the directors, are intended to be kept in TIM S.p.A.'s portfolio for a period of not more than 12 months, and are included:
Cash and cash equivalents are recorded, according to their nature, at nominal value or amortized cost. Cash equivalents are short-term and highly liquid investments that are readily convertible to known amounts of cash, subject to an insignificant risk of change in value and their original maturity or the remaining maturity at the date of purchase does not exceed 3 months.
At every closing date, assessments are made as to whether there is any objective evidence that a financial asset or a group of financial assets may be impaired.
The impairment of financial assets is based on the expected credit loss model. In particular:
As allowed by IFRS 9, the Company decided to continue to apply the hedge accounting provisions contained in IAS 39 instead of those of IFRS 9.
Derivatives are used by the Company to manage its exposure to exchange rate and interest rate risks and to diversify the parameters of debt so that costs and volatility can be reduced to within pre-established operational limits.
In accordance with IAS 39, derivative financial instruments qualify for hedge accounting only when:
All derivative financial instruments are measured at fair value in accordance with IAS 39. When derivative financial instruments qualify for hedge accounting, the following accounting treatment applies:
If hedge accounting is not appropriate, gains or losses arising from the measurement at fair value of derivative financial instruments are directly recognized in the separate income statement.
Financial liabilities comprise financial payables, including advances received on the assignment of accounts receivable, and other financial liabilities such as derivatives and finance lease obligations.
In accordance with IFRS 9, they also include trade and other payables.
Financial liabilities other than derivatives are initially recognized at fair value and subsequently measured at amortized cost.
Financial liabilities hedged by derivative instruments designed to manage exposure to changes in fair value of the liabilities (fair value hedge derivatives) are measured at fair value in accordance with the hedge accounting principles of IAS 39. Gains and losses arising from re-measurement at fair value, to the extent of the hedged component, are recognized in the separate income statement and are offset by the effective portion of the gain or loss arising from re-measurement at fair value of the hedging instrument.
Financial liabilities hedged by derivative instruments designed to manage exposure to variability in cash flows (cash flow hedge derivatives) are measured at amortized cost in accordance with the hedge accounting principles of IAS 39.
Sales of receivables by TIM S.p.A. are carried out under factoring agreements. These sales, in the majority of cases, are characterized by the transfer of substantially all the risks and rewards of ownership of the receivables to third parties, therefore meeting the requirements of IFRS 9 for derecognition. Specific servicing contracts, through which the buyer confers a mandate to TIM S.p.A. for the collection and management of the receivables, leave the current Company/customer relationship unaffected.
Amounts due from customers on construction contracts, regardless of the duration of the contracts, are recognized in accordance with the percentage of completion method and classified under current assets.
Inventories are measured at the lower of purchase and production cost and estimated realizable value; cost is determined on a weighted average basis. Provision is made for obsolete and slow-moving inventories based on their expected future use and estimated realizable value.
Non-current assets held for sale or disposal groups whose carrying amount will mainly be recovered through sale, rather than through ongoing use, are classified as held for sale and shown separately from other assets and liabilities in the separate statements of financial position. The corresponding amounts for the previous year are not reclassified in the statement of financial position but are instead shown separately in a specific column in the changes in assets and liabilities in the year in which the non-current assets held for sale or the disposal groups are classified as such.
An operating asset sold (Discontinued Operations) is a component of an entity that has been disposed of or classified as held for sale and:
The results arising from Discontinued Operations – whether disposed of or classified as held for sale – are shown separately in the separate income statement, net of tax effects. The corresponding values for the previous periods, where present, are reclassified and reported separately in the separate income statement, net of tax effects, for comparative purposes.
Non-current assets held for sale or disposal groups classified as held for sale are first recognized in compliance with the appropriate IFRS applicable to the specific assets and liabilities and subsequently measured at the lower of the carrying amount and fair value, less costs to sell.
Any subsequent impairment losses are recognized as a direct adjustment to the non-current assets or disposal groups classified as held for sale and expensed in the separate income statement.
An entity shall recognize a gain for any subsequent increase in fair value less costs to sell of an asset, but not in excess of the cumulative impairment loss that has been recognized.
As required by IFRS 5 (Non-current assets held for sale and discontinued operations), an entity shall not depreciate (or amortize) a non-current asset while it is classified as held for sale or while it is part of a disposal group classified as held for sale.
The finance expenses and other expenses attributable to the liabilities of a disposal group classified as held for sale must continue to be recognized.
Employee severance indemnity, mandatory pursuant to Article 2120 of the Italian Civil Code, is deferred compensation and is based on the employees' years of service and the compensation earned by the employee during the service period.
Under IAS 19 (Employee Benefits), the employee severance indemnity as calculated is considered a "Defined benefit plan" and the related liability recognized in the statement of financial position (Provision for employee severance indemnities) is determined by actuarial calculations.
The remeasurements of actuarial gains and losses are recognized in other components of other comprehensive income. The interest expenses related to the "time value" component of the actuarial calculations (the latter classified as Finance expenses), are recognized in the separate income statement under financial expenses.
Starting from January 1, 2007, Italian Law gave employees the choice to direct their accruing indemnity either to supplementary pension funds or leave the indemnity as an obligation of the Company. Companies that employ at least 50 employees should transfer the employee severance indemnity to the "Treasury fund" managed by INPS, the Italian Social Security Institute. Consequently, the Group's obligation to INPS and the contributions to supplementary pension funds take the form, under IAS 19, of a "Defined contribution plan".
TIM S.p.A. provides additional benefits to certain managers of the Company through equity compensation plans (for example: stock options and long-term incentive plans). The above plans are recognized in accordance with IFRS 2 (Share-Based Payment).
In accordance with IFRS 2, such plans represent a component of the beneficiaries' compensation. Therefore, for the plans that provide for compensation in equity instruments, the cost is represented by the fair value of such instruments at the grant date, and is recognized in "Employee benefits expenses", for employees of the Company, and in "Investments", for employees of subsidiaries, over the period between the grant date and vesting date with a contra-entry to an equity reserve denominated "Other equity instruments". Changes in the fair value subsequent to the grant date do not affect the initial measurement. At the end of each year, adjustments are made to the estimate of the number of rights that will vest up to expiry. An adjustment is made to "Other equity instruments" for the impact of the change in estimate with contra-entry to "Employee benefits expenses" or "Investments".
For the portion of the plans that provide for the payment of compensation in cash, the amount is recognized in liabilities as a contra-entry to "Employee benefits expenses" for employees of the Company, and in "Investments", for employees of subsidiaries; at the end of each year such liability is measured at fair value.
The Company records provisions for risks and charges when it has a present obligation, legal or constructive, to a third party, as a result of a past event, when it is probable that an outflow of resources will be required to satisfy the obligation and when the amount of the obligation can be estimated reliably.
If the effect of the time value is material, and the payment date of the obligations can be reasonably estimated, provisions to be accrued are the present value of the expected cash flows, taking into account the risks associated with the obligation. The increase in the provision due to the passage of time is recognized as "Finance expenses".
Government grants are recognized when there is a reasonable certainty that they will be received and that the Company will satisfy all the conditions established for their granting by the government, government entities and equivalent local, national or international entities.
Government grants are recognized in the separate income statement, on a straight-line basis, over the periods in which the Company recognizes the expenses that the grants are intended to offset as costs.
Government grants related to assets received for the acquisition and/or construction of non-current tangible assets are recorded as deferred income in the statement of financial position and credited to the separate income statement on a straight-line basis over the useful life of the plants that the grants relate to.
Treasury shares are recognized as a deduction from equity. In particular, the treasury shares are reported as a deduction from the share capital issued in the amount corresponding to the "accounting par value", that is the ratio of total share capital and the number of issued shares, while the excess cost of acquisition over the accounting par value is presented as a deduction from "Other reserves and retained earnings (accumulated losses), including profit (loss) for the year".
Transactions in foreign currencies are recorded at the foreign exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rate prevailing at the statement of financial position date. Exchange differences arising from the settlement of monetary items or from their conversion at rates different from those at which they were initially recorded during the year or at the end of the prior year, are recognized in the separate consolidated income statements.
Revenues are the gross inflows of economic benefits during the period arising in the course of the ordinary activities of an entity. Amounts collected on behalf of third parties such as sales taxes, goods and services taxes and value added taxes are not economic benefits which flow to the entity and do not result in increases in equity. Therefore, they are excluded from revenues.
The process underlying recognition of revenues follows the steps set out in IFRS 15:
For offerings which include the sale of devices and service contracts (bundle offerings), the Company allocates the contractual transaction price to the performance obligations of the contract, proportionately to the stand alone selling prices of the single performance obligations;
recognition of revenues: revenues are stated net of discounts, allowances, and returns in connection with the characteristics of the type of revenue:
Revenues from services rendered are recognized in the separate income statements according to the stage of completion of the service, that is based on actual consumption.
Traffic revenues from interconnection and roaming are reported gross of the amounts due to other TLC operators.
Revenues for delivering information or other content are recognized on the basis of the amount invoiced to the customer, when the service is rendered directly by the Company. In the event that the Company is acting as agent (for example non-geographic numbers) only the commission received from the content provider is recognized as revenue.
Revenues from prepaid traffic are recorded on the basis of effective consumption. Deferred revenues for traffic already collected but not yet consumed are recorded in "Trade and miscellaneous payables and other current liabilities" in the statements of financial position.
Revenues on construction contracts are recognized based on the stage of completion (percentage of completion method).
Revenues for services rendered are generally invoiced and collected monthly (for retail customers) or in 40-60 days (for wholesale customers).
Revenues from sales (telephone and other equipment) are recognized upon delivery when control of the assets is transferred to the customers.
The devices sold separately from the services are invoiced at the time of delivery; collection takes place on demand or based on installment plans (up to 48 monthly installments). The devices sold as part of bundle offerings are invoiced at the time of delivery and usually collected in 24 monthly installments. Some contracts (usually the installment sale of devices) include an implicit financial component that is recognized by posting finance income with concomitant reduction of the revenues from sales; this component is determined by using a discount rate that reflects a hypothetical customer loan transaction at the contract date reflecting the creditworthiness by type of customer. The Company avails itself of the practical expedient of not recognizing said component if it is insignificant or the collection extension is less than 12 months.
The recognition of revenues can generate the recognition of an asset or liability deriving from contracts. In particular:
Contract costs (incremental costs of obtaining a contract and costs to fulfill a contract; for example, the activation costs and the costs for sales network commissions) are extended and recognized in the income statement based on the expected term of the contractual relationship with the customers (on average, 3 years for the mobile business and 7 years for the fixed business). TIM avails itself of the IFRS 15 practical expedient, which allows the incremental costs of obtaining the contract to be recognized entirely in the income statement if the deferral period does not exceed 12 months.
Research costs and advertising expenses are charged directly to the separate consolidated income statements in the year in which they are incurred.
Finance income and expenses are recognized on an accrual basis and include: interest accrued on the related financial assets and liabilities using the effective interest rate method, the changes in fair value of derivatives and other financial instruments measured at fair value through profit or loss, gains and losses on foreign exchange and financial instruments (including derivatives).
Dividends received are recognized in the separate income statement in the year in which they become receivable following the resolution by the shareholders' meeting for the distribution of dividends of the investee companies. Dividends payable are reported as a change in equity in the year in which they are approved by the shareholders' meeting.
Income tax expense includes all taxes calculated on the basis of the taxable income of the Company. The income tax expense is recognized in the separate income statement, except to the extent that it relates to items directly charged or credited to equity, in which case the related tax effect is recognized in the relevant equity reserves. In the Statements of comprehensive income the amount of income tax expense relating to each item included as "Other components of the Statements of comprehensive income" is indicated.
Deferred tax liabilities / assets are recognized using the "Balance sheet liability method". They are calculated on all temporary differences that arise between the tax base of an asset or liability and the relevant carrying amounts in the separate financial statements, except for non tax-deductible goodwill. Deferred tax assets relating to unused tax loss carryforwards are recognized to the extent that it is probable that future taxable income will be available against which they can be utilized. Current and deferred tax assets and liabilities are offset when there is a legally enforceable right of offset. Deferred tax assets and liabilities are determined based on enacted tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Taxes, other than income taxes, are included in "Other operating expenses".
The preparation of separate financial statements and related disclosure in conformity with IFRS requires management to make estimates and assumptions based also on subjective judgments, past experience and
assumptions considered reasonable and realistic in relation to the information known at the time of the estimate. Such estimates have an effect on the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the amount of revenues and costs during the year. Actual results could differ, even significantly, from those estimates owing to possible changes in the factors considered in the determination of such estimates. Estimates are reviewed periodically. The most important accounting estimates which require a high degree of subjective assumptions and judgments are detailed below.
| Financial statements area | Accounting estimates |
|---|---|
| Goodwill impairment | The impairment test on goodwill is carried out by comparing the carrying amount of cash generating units and their recoverable amount. The recoverable amount of a cash generating unit is the higher of fair value, less costs to sell, and its value in use. This complex valuation process entails the use of methods such as the discounted cash flow method which uses assumptions to estimate cash flows. The recoverable amount depends significantly on the discount rate used in the discounted cash flow model as well as the expected future cash flows and the growth rate used for the extrapolation. The key assumptions used to determine the recoverable amount for the different cash-generating units, including a sensitivity analysis, are detailed in the Note "Goodwill". |
| Impairment of intangible and tangible assets with a finite useful life |
At every closing date, the Company assesses whether there are any indications of impairment of intangible and tangible assets with a finite useful life. Both internal and external sources of information are used for this purpose. Identifying the impairment indicators, estimating the future cash flows and calculating the fair value of each asset requires Management to make significant estimates and assumptions in calculating the discount rate to be used, and the useful life and residual value of the assets. These estimates can have a significant impact on the fair value of the assets and on the amount of any impairment write-downs. |
| Capitalization/deferment of costs |
The capitalization/deferment of internal and external costs is a process that entails elements of estimation and valuation. Specifically, it involves the valuation of: i) the likelihood that capitalized costs will be recovered through correlated future revenues; and ii) the effective increase in the future economic benefits embodied in the related asset. |
| Provision for bad debts | Impairment on trade receivables and on the contract assets is carried out using the simplified approach that involves estimating the loss expected over the life of the receivable at the time of initial recognition and on subsequent measurements. For each customer segment, the estimate is principally made by calculating the average expected uncollectibility, based on historical and statistical indicators, possibly adjusted using forward-looking elements. For some categories of receivables characterized by specific risk elements, specific measurements are made on individual credit positions. |
| Depreciation and amortization | Changes in the economic conditions of the markets, technology and competitive forces could significantly affect the estimated useful lives of tangible and intangible non-current assets and may lead to a difference in the timing, and thus on the amount of depreciation and amortization expense. |
| Accruals, contingent liabilities and employee benefits |
As regards the provisions for restoration costs the estimate of future costs to dismantle tangible assets and restore the site is a complex process that requires an assessment of the liability arising from such obligations which seldom are entirely defined by law, administrative regulations or contract clauses and which normally are to be complied with after an interval of several years. The accruals related to legal, arbitration and fiscal disputes as well as regulatory proceedings are the result of a complex estimation process based upon the probability of an unfavorable outcome. Employee benefits, especially the provision for employee severance indemnities, are calculated using actuarial assumptions; changes in such assumptions could have a material impact on such liabilities. |
| Revenues | The recognition of revenues is influenced by estimates of the amount of discounts, rebates and returns to be reported as a direct adjustment to revenues, as well as the methods for defining individual product or service stand alone selling prices and for determining the duration of the contract when there are renewal options. |
| Contract costs (IFRS 15) | The recognition of the costs of obtaining and fulfilling contracts is influenced by the estimated expected duration of the relationship with the customer, calculated on the basis of the historical turnover indexes. However, this estimate is subject to fluctuations and could only represent customers' future behavior in a limited way, especially if there are new commercial offers or changes in the competitive environment. |
| Income tax expense (current and deferred) |
Income taxes (current and deferred) are calculated according to a prudent interpretation of the tax laws in effect. This process sometimes involves complex estimates to determine taxable income and deductible and taxable temporary differences between the carrying amounts and the taxable amounts. In particular, deferred tax assets are recognized to the extent that future taxable income will be available against which they can be utilized. The measurement of the recoverability of deferred tax assets, recognized based on both unused tax loss carry-forwards to future years and deductible differences, takes into account the estimate of future taxable income and is based on conservative tax planning. |
| Derivative instruments and equity instruments |
The fair value of derivative instruments and equity instruments is determined both using valuation models which also take into account subjective measurements such as, for example, cash flow estimates, expected volatility of prices, etc., or on the basis of either |
prices in regulated markets or quoted prices provided by financial counterparts. For more details, see the Note "Supplementary disclosures on financial instruments".
As required by IAS 8.10 (Accounting Policies, Changes in Accounting Estimates and Errors) in the absence of a Standard or an Interpretation that specifically applies to a particular transaction, Management, through careful subjective evaluation techniques, chooses the accounting methods to adopt with a view to providing financial statements which faithfully represent the financial position, the results of operations and the cash flows of the Company, which reflect the economic substance of the transactions, which are neutral, prepared on a prudent basis and complete in all material respects.
As required by IAS 8 (Accounting Policies, Changes in Accounting Estimates and Errors), the following is a brief description of the IFRS in force commencing as of January 1, 2018.
The impacts of the application, as of January 1, 2018, of IFRS 15 (Revenue from Contracts with Customers) and IFRS 9 (Financial Instruments) are instead reported in the section "Adoption of the New IFRS 9 and IFRS 15 Standards".
IFRIC Interpretation 22 "Foreign Currency Transactions and Advance Consideration" was adopted at the European Union level on March 28, 2018 by Commission Regulation (EU) 2018/519. IFRIC 22 clarifies which exchange rate to use in transactions that involve advance consideration paid or received in a foreign currency. The adoption of said interpretation had no impact on these financial statements at December 31, 2018.
Amendments to IFRS 2 – Share-based Payment were adopted on February 26, 2018 by Commission Regulation (EU) 2018/289. The amendments concern:
The adoption of said amendments had no impact on these financial statements at December 31, 2018.
Amendments to IAS 28 – Investments in Associates and Joint Ventures were adopted on February 7, 2018 by Commission Regulation (EU) 2018/182. Specifically, the amendments clarify that if an investment entity (such as a mutual investment fund or similar entity) elects to measure its investments in associates and joint ventures at fair value through profit or loss (rather than applying the equity method), the election must be applied to each and every investment upon initial recognition. A similar clarification applies to entities that are not investment entities, but which hold investments in associates or joint ventures that qualify as investment entities. In that case, when applying the equity method, the entities may maintain the fair value measurement through profit or loss made by their investees in associates and joint ventures.
The adoption of said improvements had no impact on these financial statements at December 31, 2018.
Amendments to IAS 40 were adopted on March 14, 2018 by Commission Regulation (EU) 2018/400, which clarifies that an entity may transfer a property to, or from, investment property only when there is evidence of a change in use.
The adoption of said amendments had no impact on these financial statements at December 31, 2018.
This section provides an overview of the main elements of IFRS 9 (Financial Instruments) and IFRS 15 (Revenue from Contracts with Customers) and reports the impact of the application of the standards as of January 1, 2018.
On November 22, 2016, Regulation (EU) No. 2016/2067 was issued, which adopted IFRS 9 (Financial Instruments) at EU level, relating to the classification, measurement, derecognition and impairment of financial assets and liabilities, and hedge accounting.
As allowed by the accounting standard, the Company:
Commencing as of January 1, 2018, TIM has amended the impairment model applied to financial assets (including trade receivables due from customers), by adopting an expected credit loss model as per IFRS 9, which replaces the incurred loss model required by IAS 39. In application of IFRS 9, the classification (and hence measurement) of financial assets has also been modified and is now based on the entity's business model for managing the financial assets and on the contractual cash flow characteristics of the financial asset. Under IAS 39, financial assets were classified (and hence measured) on the basis of their destination.
TIM Management has identified its business models for Company financial assets (other than trade receivables due from customers) on the basis of how the financial instruments are managed and their cash flows used. This is done to ensure an adequate level of financial flexibility and to best manage, in terms of risks and returns, the financial resources immediately available and in accordance with the strategies.
In accordance with IFRS 9, the business models adopted by the Company are:
Financial assets other than trade receivables are written down for impairment on the basis of a general model which estimates expected credit losses over the following 12 months, or over the residual life of the asset in the event of a substantial increase in its credit risk.
The expected credit loss ("ECL") is given by: (i) the present value at the reporting date of the financial asset, (ii) the probability that the counterparty does not meet its payment obligation (probability of default, "PD"), (iii) the estimate, in percentage terms, of the amount of credit that it will not be able to recover in the event of a default (loss given default, "LGD").
To determine the PD and LGD, reference is made to the Bloomberg credit risk model.
For the management of trade receivables, TIM Management has identified different business models based on the specific nature of the receivables, the type of counterparty and collection times, in order to optimize the management of working capital through the constant monitoring of the payment performance of customers, the steering of credit collection policies, and the management of programs for the disposal and factoring of receivables, in line with financial planning needs.
The business models adopted by the Company for managing trade receivables are:
Impairment of trade receivables and contract assets is carried out through the simplified approach allowed by the standard. This approach involves estimating the expected loss over the life of the receivable at the time of initial recognition and on subsequent measurements. For each customer segment, the estimate is principally made by calculating the average expected uncollectibility, based on historical and statistical indicators, possibly adjusted using forward-looking elements. For some categories of receivables characterized by specific risk elements, specific measurements are made on individual credit positions.
In general, the methodology to recognize the expected loss differs based on the offering content, the customer cluster and payment terms.
More specifically, in the case of receivables arising from traditional services offered to consumers and businesses, the expected loss is estimated based on the trend of outstanding receivables with respect to turnover, using the values recorded for turnover generations that have completed the operating cycle as a reference, as well as parameters for measuring the most recent performance, suitable for identifying deviations from the historical trend.
As regards receivables arising from offers where products or contribution fees are paid in installments, the assessment of credit default risk for ongoing payment-by-installment plans considers the trend of the customer drop out rate and the average of sums received from such customers.
For clusters with relational-based credit management (such as major TOP segment customers, the public administration sector, wholesale customers, sales network dealers), information that can identify specific individual counterparty risk is used in the assessment.
At the transition date (January 1, 2018), TIM has chosen to continue to report gains and losses from "other investments (other than those in subsidiaries, associates and joint ventures)", classified under IAS 39 as "available-for-sale financial assets" and measured at fair value, through other comprehensive income, also under IFRS 9. As of January 1, 2018, the aforementioned "other investments" are therefore measured at fair value through other comprehensive income (FVTOCI). Only dividends from "other investments" are recognized through profit or loss, while all other gains and losses are recognized through other comprehensive income without reclassification to the separate income statement when the financial asset is disposed of or impaired as provided by IAS 39.
The changes in the classification of financial assets had no material impact on the measurement of the assets for the Company.
The comprehensive net impact (including tax effects) of the adoption of IFRS 9 on equity at the transition date of January 1, 2018 was mainly due to the recognition of higher write-downs for expected losses on trade receivables, connected with the introduction of an expected credit loss model, replacing the incurred loss model required by IAS 39.
On September 22, 2016, Commission Regulation (EU) No. 2016/1905 was issued, which adopted IFRS 15 (Revenues from contracts with customers) and the related amendments at EU level. On October 31, 2017, clarifications to IFRS 15 were adopted through Commission Regulation (EU) No. 2017/1987.
IFRS 15 replaces the standards that formerly governed revenue recognition, namely IAS 18 (Revenue), IAS 11 (Construction contracts) and the related interpretations on revenue recognition (IFRIC 13 Customer loyalty programmes, IFRIC 15 Agreements for the construction of real estate, IFRIC 18 Transfers of assets from customers and SIC 31 Revenue – Barter transactions involving advertising services).
TIM has applied the modified retrospective method with the recognition of the cumulative effect of the first-time application of the standard as an adjustment to the opening balance of equity for the period when the standard is adopted, without restating prior periods.
The adoption of IFRS 15 affected the recognition of revenues from fixed-line and mobile offers and the recognition of contract costs. The main differences for the Company with respect to the previous accounting standards applied (IFRS 15 vs. IAS 18, IAS 11 and relative interpretations) concern:
The comprehensive net impact (including tax effects) of the adoption of IFRS 15 on equity at January 1, 2018 (transition date) was not material and mainly connected with the combined effects of:
The impacts of the transition on the main line items of the statements of financial position of TIM S.p.A. are shown below.
| (millions of euros) | 12/31/2017 historical |
IFRS 9 impacts (*) |
IFRS 15 impacts (*) |
1/1/2018 restated |
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Intangible assets | ||||
| Intangible assets with a finite useful life | 4,249 | (78) | 4,171 | |
| Other non-current assets | ||||
| Investments | 7,747 | 2 | 7,749 | |
| Miscellaneous receivables and other non-current assets | 1,752 | (192) | 1,560 | |
| Deferred tax assets | 902 | 28 | 930 | |
| Current assets | ||||
| Trade and miscellaneous receivables and other current assets | 3,935 | (114) | 19 | 3,840 |
| Total Assets | 62,187 | (84) | (251) | 61,852 |
| Equity and Liabilities | ||||
| Equity | 20,069 | (82) | 88 | 20,075 |
| Non-current liabilities | ||||
| Miscellaneous payables and other non-current liabilities | 1,291 | (252) | 1,039 | |
| Deferred tax liabilities | 2 | 34 | 36 | |
| Current liabilities | ||||
| Trade and miscellaneous payables and other current liabilities | 5,850 | (121) | 5,729 | |
| Current income tax payables | 55 | (2) | 53 | |
| Total Equity and Liabilities | 62,187 | (84) | (251) | 61,852 |
(*) Please refer to the specific notes herein for further details.
The different classification of financial assets, following the adoption of IFRS 9, had no substantial impact for TIM on the measurement of those assets, while the introduction of the expected credit loss model replacing the incurred loss model required by IAS 39, resulted in a reduction of 82 million euros in equity at the transition date of January 1, 2018.
The comprehensive net impact (including tax effects) of the adoption of IFRS 15 on equity at January 1, 2018 (transition date) was positive for 88 million euros and mainly connected with the combined effects of:
To enable the year-on-year comparison of the economic and financial performance for the year 2018, "comparable" financial position figures and "comparable" income statement figures, prepared in accordance with the previous accounting standards applied (IAS 39, IAS 18, IAS 11, and relative Interpretations) are provided below.
The breakdown of the impact of the new accounting standards on key income statement figures for year 2018 is shown below.
| (millions of euros) | Year 2018 (a) |
Year 2018 comparable (b) |
Impact new standards (c=a-b) |
|
|---|---|---|---|---|
| Revenues | (1) | 13,902 | 14,055 | (153) |
| Operating expenses | (2) | (8,546) | (8,431) | (115) |
| Operating profit before depreciation and amortization, capital gains (losses) and impairment reversals (losses) on non-current assets (EBITDA) |
5,608 | 5,876 | (268) | |
| Depreciation and amortization | (3) | (3,155) | (3,259) | 104 |
| Operating profit (loss) (EBIT) | (241) | (77) | (164) | |
| Finance income/(expenses) | (4) | (1,250) | (1,252) | 2 |
| Profit (loss) before tax | (1,420) | (1,258) | (162) | |
| Income tax expense | (5) | (434) | (491) | 57 |
| Profit (loss) for the year | (1,854) | (1,749) | (105) |
The breakdown of the impact of the new accounting standards on the main statements of financial position figures at December 31, 2018 is shown below.
| (millions of euros) | 12/31/2018 (a) |
12/31/2018 comparable (b) |
Impact of new standards (*) (c=a-b) |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Intangible assets | 30,680 | 30,770 | (90) |
| Tangible assets | 12,476 | 12,476 | − |
| Other non-current assets | 12,049 | 12,265 | (216) |
| Total Non-current assets | 55,205 | 55,511 | (306) |
| Current assets | 5,956 | 5,995 | (39) |
| Total Assets | 61,161 | 61,506 | (345) |
| Equity and liabilities | |||
| Total Equity | 18,138 | 18,238 | (100) |
| Non-current liabilities | 29,868 | 30,125 | (257) |
| Current liabilities | 13,155 | 13,143 | 12 |
| Total Liabilities | 43,023 | 43,268 | (245) |
| Total Equity and Liabilities | 61,161 | 61,506 | (345) |
(*) For more details, see the information provided on impacts at the transition date.
At the date of preparation of these financial statements, the following new standards and interpretations, which have not yet entered into force, had been issued by the IASB:
| Mandatory application starting from |
|
|---|---|
| New Standards and Interpretations endorsed by the EU | |
| IFRS 16 (Leases) | 1/1/2019 |
| Amendments to IFRS 9: Prepayment Features with Negative Compensation | 1/1/2019 |
| IFRIC 23 – Uncertainty over income tax treatments | 1/1/2019 |
| New Standards and Interpretations not yet endorsed by the EU | |
| Amendments to IAS 28: Long-term interests in Investments in associates and joint ventures | 1/1/2019 |
| Improvements to the IFRS (2015–2017 cycle) | 1/1/2019 |
| Amendments to IAS 19: plan amendment, curtailment or settlement | 1/1/2019 |
| Amendments to References to the Conceptual Framework in IFRS Standards | 1/1/2020 |
| IFRS 17: Insurance contracts | 1/1/2021 |
| Amendments to IFRS 3 Business combinations | 1/1/2020 |
| Amendments to IAS 1 and IAS 8: definition of materiality | 1/1/2020 |
The potential impacts on the financial statements from application of these new standards and interpretations are currently being assessed.
IFRS 16 (Leases) was adopted at the European Union level on October 31, 2017 by Commission Regulation (EU) 2017/1986. IFRS 16 replaces IAS 17 (Leases) and relative interpretations (IFRIC 4 Determining whether an Arrangement Contains a Lease; SIC 15 Operating Leases – Incentives; SIC 27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease). IFRS 16 applies retrospectively commencing as of January 1, 2019.
On the basis of the provisions of IFRS 16, lease agreements (that are not service contracts) are represented in accounting by recognizing a financial liability in the statements of financial position, represented by the current value of future subscription charges against recognition under assets of the "Right of Use".
Leasing expenses, already previously classified according to IAS 17 as finance leasing, will not undergo any change to the current accounting representation, continuing as in the past.
Upon first application, the Company intends to apply a modified retrospective method by recognizing, for leases previously classified under IAS 17 as operating leases, a financial liability for lease agreements and the corresponding value of the user rights, measured on the basis of the remaining lease payments at the transition date.
Those agreements that fall within the scope of application of IFRS 16 mainly refer to:
With reference to the options and exemptions provided for by IFRS 16, the Company will adopt the following choices:
The main impacts on the financial statements of the Company are currently being assessed and refined, but will consist of:
The process of implementing the new accounting standard entails significant updates and modifications on the IT systems, modification and updating of the control and compliance models and of their processes. The impacts are based on the results of the analyses at the date these financial statements are prepared, and might change since implementation is still in progress.
The impacts during transition are not indicative of future developments since the choices of allocating capital might change with resulting economic and financial repercussions on recognition in the financial statements.
Goodwill at December 31, 2018 amounted to 24,341 million euros (27,027 million euros at December 31, 2017) and consisted of the goodwill allocated to the domestic activities segment of TIM S.p.A., within which the cashgenerating units (CGU) Core Domestic and International Wholesale are located, and to which the goodwill is allocated.
In accordance with IAS 36, goodwill is not subject to amortization, but is tested for impairment at least annually when preparing the company's separate financial statements.
In the course of 2018 and in preparing the 2018 Annual Report, TIM S.p.A. conducted impairment tests on the recoverability of the goodwill, in accordance with the procedure adopted by the Company, resulting in a total impairment loss of 2,686 million euros.
In more detail, at the end of the impairment testing of Goodwill process for the purposes of the separate financial statements of TIM S.p.A.:
At December 31, 2018 the "recoverable amount" of the CGUs was equal to the greater of the "fair value net of disposal costs" and the "value in use".
The recoverable amount as at December 31, 2018 was lower than the carrying amount for the Core Domestic CGU and this resulted in the recognition of a loss in value of the goodwill equal to 2,686 million euros, while there were no impairment losses related to the goodwill allocated to the International Wholesale CGU.`
The Value in use estimated for the Core Domestic CGU was made, in accordance with IAS 36 and with valuation principles and best practices, based on the expected cash flows in different scenarios. The various expected cash flows were then summarized into an average normal cash flow, determined with the aid of expert appraisers and industry experts (the experts), and based on the data from the 2019-2021 Industrial Plan approved by the Board of Directors.
Expected average cash flows were measured for the three years of the 2019-2021 Industrial Plan, plus an additional two years on the basis of extrapolated data, for which future cash flows were explicitly forecast for a period of five years (2019-2023). The extrapolation of data for 2022-2023 enabled market and competition trends that will become manifest beyond the time horizon of the Industrial Plan to be captured.
For the estimate of the terminal value, the sustainable long-term cash flow was assumed to be the extrapolation of the estimated cash flow at 2023, adjusted as necessary to take into consideration a suitable level of longterm capital expenditure. Furthermore, with specific reference to the valuation of the incremental share of the value deriving from 5G license use, and therefore from the development of new and innovative business areas, an evaluation model has been adopted that takes into account the net incremental flows for a period of defined time which only concerns the duration of the license. This approach is consistent with the need in the value used to capture on one hand the negative flows deriving from the payment of the license (2019 - 2022) and the supporting capex of its development (included in the Industrial Plan), and on the other to capture the positive net flows from the incremental business component of the license acquisition that will develop over a broad period of time and over the 5 years of explicit forecast.
The 2019-2021 Industrial Plan incorporates valuations of potential risk factors and the actions adopted to mitigate them. In defining the average normal flows for the purposes of impairment testing, management, with the help of the experts, identified additional risk factors, modifying the amount and/or distribution over time of future cash flows, giving a greater weighting to external data available.
The cost of capital used to discount the future cash flows in the estimate of the value in use for the Core Domestic CGU was determined as follows:
it was estimated using the Capital Asset Pricing Model (CAPM), which is one of the generally accepted application criteria referred to in IAS 36;
Details for the Core Domestic CGU are provided below for the:
Core Domestic CGU of the TIM S.p.A. financial statements
| WACC | 6.60% |
|---|---|
| WACC before tax | 8.91% |
| Growth rate beyond the explicit period (g) | 0.5% |
| Capitalization rate net of taxes (WACC-g) | 6.10% |
| Capitalization rate before taxes (WACC-g) | 8.41% |
| Capex/Revenues, perpetual | 20.15% |
The growth rate of terminal value "g" of the Core Domestic CGU was estimated taking into account the expected outlook during the explicit forecast period and are consistent with the range of growth rates applied by analysts who monitor TIM shares.
In estimating the level of capital expenditure required to sustain the perpetual generation of cash flows after the explicit forecast period, the phase of capital expenditure, competitive positioning and the technological infrastructure operated were taken into account.
In addition to the average normal flows used to determine the value in use of the Core Domestic CGU, sensitivity analyzes were also carried out on the risk factors identified by the experts to take into account the market operator's perspective.
Intangible assets with a finite useful life increased by 2,090 million euros compared to December 31, 2017. The breakdown and movements are as follows:
| (millions of euros) | 12/31/2016 | Capital expenditures |
Depreciation and amortization |
Impairment (losses) / reversals |
Disposals | Other changes |
12/31/2017 |
|---|---|---|---|---|---|---|---|
| Industrial patents and intellectual property rights |
1,328 | 453 | (870) | 312 | 1,223 | ||
| Concessions, licenses, trademarks and similar rights |
2,065 | 13 | (281) | 3 | 1,800 | ||
| Other intangible assets | 65 | 98 | (83) | 80 | |||
| Work in progress and advance payments |
428 | 1,063 | (30) | (315) | 1,146 | ||
| Total | 3,886 | 1,627 | (1,234) | (30) | − | − | 4,249 |
| (millions of euros) | 12/31/2017 | IFRS 15 adoption |
Capital expenditures |
Depreciation and amortization |
Impairment (losses) / reversals |
Disposals | Other changes |
12/31/2018 |
|---|---|---|---|---|---|---|---|---|
| Industrial patents and intellectual property rights |
1,223 | 498 | (847) | − | − | 382 | 1,256 | |
| Concessions, licenses, trademarks and similar rights |
1,800 | 23 | (297) | − | − | 634 | 2,160 | |
| Other intangible assets | 80 | (78) | − | (2) | − | − | − | − |
| Work in progress and advance payments |
1,146 | 2,789 | − | 4 | − (1,016) | 2,923 | ||
| Total | 4,249 | (78) | 3,310 | (1,146) | 4 | − | − | 6,339 |
Industrial patents and intellectual property rights mostly consisted of software (divided mainly between application software and plant operation software), purchased outright and under user license. They are amortized over an expected useful life of two/three years, whereas patents are amortized over five years.
Concessions, licenses, trademarks and similar rights mainly related to the unamortized cost of licenses for mobile and fixed telecommunications services. Compared to December 31, 2017, they increased by 360 million euros, mainly following the reclassification of the extension of user rights to the 900 and 1800 MHz band (GSM license) acquired in 2017 with starting date July 1, 2018 to licenses in use.
The amount of telephone licenses and similar rights in operation at December 31, 2018 (2,040 million euros) and their useful lives are detailed below:
| Type | Residual amount at 12/31/2018 (thousands of euros) |
Useful life (Years) |
Maturity | Total Amortization of 2018 (thousands of euros) |
|---|---|---|---|---|
| UMTS | 402,836 | 18 | 12/31/2021 | 134,279 |
| UMTS 2100 MHz | 22,085 | 12 | 12/31/2021 | 7,362 |
| WiMax | 4,066 | 15 | 5/31/2023 | 921 |
| LTE 1800 MHz | 94,261 | 18 | 12/31/2029 | 8,571 |
| LTE 800 MHz | 660,347 | 17 | 12/31/2029 | 60,032 |
| LTE 2600 MHz | 72,624 | 17 | 12/31/2029 | 6,602 |
| L Band (1452-1492 MHz) | 181,177 | 14 | 12/31/2029 | 16,471 |
| GSM (extension) | - | 3 | 6/30/2018 | 17,098 |
| 900 and 1800 MHz band | 602,232 | 12 | 12/31/2029 | 27,374 |
Other intangible assets fell mainly due to the introduction of IFRS 15, under which mobile customer acquisition costs (Subscriber Acquisition Costs - SACs), relating to contracts with minimum contractual term clauses are no longer capitalized and amortized. Instead they are reclassified as deferred contract costs and then subsequently recognized in the income statement over the term of the contract in the item "Acquisition of goods and services", at December 31, 2017 SACs amounted to 78 million euros.
Work in progress and advance payments amounted to 2,923 million euros (1,146 million euros at December 31, 2017) and posted a net 1,777 million-euro increase following the investment connected with the acquisition of the user rights to the frequencies in the 694-790 MHz, 3600-3800 MHz and 26.5-27.5 GHz bands, which will be reserved for 5G mobile telecommunications services for the total amount of 2,399 million euros (after the 8 million-euro discount applied to the award proportionate to the population in the areas affected by the testing), due to the participation in the auction for their award in 2018 by the Ministry of Economic Development. The user rights were formally awarded on October 9, 2018, with the rights to 3600–3800 MHz and 26.5–27.5 GHz frequencies made available on a definitive basis in January 2019; the user rights to 694–790 MHz frequencies will be made available in July 2022. The awarded rights will be paid in six annual installments, the first of which was paid at the end of October 2018 for the amount of 477 million euros.
In the year, an adjustment of 4 million euros for Construction contracts previously subject to impairment was carried out.
Work in progress and advance payments at December 31, 2017 included the advance payment of 630 million euros for the extension of the user rights to the 900 and 1800 MHz band up until December 31, 2029, starting from July 1, 2018. As a result, in 2018 the value of the license extension was reclassified in "Concessions, licenses, trademarks and similar rights".
Industrial investments in 2018, which came to 3,310 million euros, increased by 1,683 million euros compared to December 31, 2017, mainly following the aforementioned acquisition of the user rights to the frequencies in the 694-790 MHz, 3600-3800 MHz and 26.5-27.5 bands (equal to 2,399 million euros), partially offset by the absence of the effects resulting from the 2017 investment for extending user rights to the 900 and 1800 MHz band (GSM license) and by the reclassification of the mobile subscriber acquisition costs (SAC) after IFRS 15 was introduced (116 million euros in 2018).
Investments included 197 million euros for internally generated assets (217 million euros in 2017) concerning:
Amortization relating to the intangible assets came to 1,146 million euros, falling 88 million euros compared to those recognized in 2017 (1,234 million euros), mainly following lesser amortization resulting from the aforementioned reclassification of subscriber acquisition costs - SACs after IFRS 15 was introduced and for reducing amortizable software stock (about 23 million euros). It was partially offset by the increase of approximately 10 million euros on the Licenses component in the aftermath of the start-up of amortization of the GSM Extension acquired during 2017.
Amortization is recorded in the income statement under the components of EBIT.
The gross carrying amount, accumulated impairment losses and accumulated depreciation at December 31, 2018 and December 31, 2017 can be summarized as follows:
| (millions of euros) | Gross carrying amount |
12/31/2017 Accumulated impairment losses |
Accumulated depreciation |
Net carrying amount |
|---|---|---|---|---|
| Industrial patents and intellectual property rights | 8,074 | (7) | (6,844) | 1,223 |
| Concessions, licenses, trademarks and similar rights | 4,352 | (2,552) | 1,800 | |
| Other intangible assets | 238 | (158) | 80 | |
| Work in progress and advance payments | 1,176 | (30) | 1,146 | |
| Total | 13,840 | (37) | (9,554) | 4,249 |
| 12/31/2018 | |||||
|---|---|---|---|---|---|
| (millions of euros) | Gross carrying amount |
Accumulated impairment losses |
Accumulated depreciation |
Net carrying amount |
|
| Industrial patents and intellectual property rights | 6,761 | (5,505) | 1,256 | ||
| Concessions, licenses, trademarks and similar rights | 5,006 | (2,846) | 2,160 | ||
| Other intangible assets | 55 | (55) | − | ||
| Work in progress and advance payments | 2,949 | (26) | 2,923 | ||
| Total | 14,771 | (26) | (8,406) | 6,339 |
With regard to the gross carrying amounts of tangible assets with a finite useful life, in 2018 disposals were made for a total amount of 2,195 million euros, mainly in relation to obsolete releases of software systems; consequently, where present, the accumulated impairment losses and the accumulated depreciation related to them were also canceled.
Property, plant and equipment owned decreased by 89 million euros compared to December 31, 2017. The breakdown and movements are as follows.
| (millions of euros) | 12/31/2016 | Mergers OMS and TIM Real Estate |
Capital expenditures |
Depreciation and amortization |
Impairment (losses) / reversals |
Disposals | Other changes |
12/31/2017 |
|---|---|---|---|---|---|---|---|---|
| Land | 118 | 73 | 1 | 1 | 193 | |||
| Buildings (civil and industrial) |
232 | 256 | 10 | (36) | 7 | 469 | ||
| Plant and equipment | 8,779 | 1 | 1,778 | (1,670) | (6) | 301 | 9,183 | |
| Manufacturing and distribution equipment |
38 | 11 | (15) | 1 | 35 | |||
| Other | 238 | 55 | (89) | 31 | 235 | |||
| Construction in progress and advance payments |
641 | 1 | 462 | 1 | (22) | (327) | 756 | |
| Total | 10,046 | 331 | 2,317 | (1,810) | 1 | (28) | 14 | 10,871 |
| (millions of euros) | 12/31/2017 | Capital expenditures |
Depreciation and amortization |
Impairment (losses) / reversals |
Disposals | Other changes |
12/31/2018 | |
| Land | 193 | 31 | 224 | |||||
| Buildings (civil and industrial) | 469 | 78 | (33) | 60 | 574 | |||
| Plant and equipment | 9,183 | 1,210 | (1,669) | (10) | 448 | 9,162 | ||
| Manufacturing and distribution equipment |
35 | 7 | (14) | 2 | 30 | |||
| Other | 235 | 45 | (95) | 34 | 219 |
Land includes both built-up land (with buildings or light constructions) and other available land (on which various building works stand that are not recorded in the land registry, such as pylons, building podia, etc.). Land, including land pertaining to buildings, is not depreciated.
advance payments 756 320 (7) (496) 573 Total 10,871 1,660 (1,811) − (17) 79 10,782
Buildings (civil and industrial) almost exclusively consists of buildings for industrial use hosting telephone exchanges or for office use and light constructions (referring to constructions built with light structures and walls and registered containers). As part of the project to rationalize industrial and office space in progress, during the year the Company signed an agreement with a primary real estate firm that entailed the acquisition of owned property previously leased and the release of other properties no longer considered strategic; the transaction entailed a 69 million-euro investment for a financial disbursement of 158 million euros, resulting in the reclassification of the residual value of the leased property and of the improvements introduced to owned buildings.
Plant and equipment includes the aggregate of all the structures used for the functioning of voice and data telephone services. They refer to the entire company infrastructure and are divided into macro categories comprising switching, power supply systems, access and carrier networks in copper and fiber, fixed-line and mobile transmission equipment and telephone systems for termination used by the different clientele segments. This line item dropped by 21 million euros compared to December 31, 2017, primarily after the depreciation of the year, partially offset by the investments and the exercisability carried out on the Network Infrastructures
Construction in progress and
(primarily on access and carrier network in optical fiber for 274 million euros, underground and overhead copper network for 222 million euros, subscriber connection units for 180 million euros, LTE/UMTS for 140 million euros, NGAN equipment for 115 million euros, transmission equipment – including SDH-Wdm – for 121 million euros, and data network for 96 million euros).
Manufacturing and distribution equipment consists of instruments and equipment used for the operation and maintenance of plant and equipment; the item shows a decrease of 5 million euros compared to December 31, 2017.
Other is mostly made up of hardware for the functioning of the Data Centers and for work stations, furniture and fixtures and, to a minimal extent, transport vehicles and office machines; the item shows a decrease of 16 million euros compared to December 31, 2017.
Construction in progress and advance payments refers to the internal and external costs incurred for the acquisition and internal production of tangible assets, which are not yet in use; the item shows a decrease of 183 million euros compared to December 31, 2017. Other changes included the entry intro operation of capitalizations from previous years.
Disposals totaled 17 million euros and mainly relate to the sale of infrastructure to the subsidiaries Flash Fiber and Inwit.
Capital expenditures in 2018 totaled 1,660 million euros and included 237 million euros of internally generated assets (240 million euros in 2017). They decreased by 657 million euros compared to 2017, mainly in the aftermath of a greater selectivity in investments for Network infrastructures.
Depreciation connected with the tangible assets owned amounted to 1,811 million euros in 2018, basically unchanged compared to the previous year.
Depreciation is calculated using the straight-line method over the remaining useful lives of the assets in accordance with the depreciation plan reviewed annually to take account of useful lives by single class of fixed asset. The effects of any changes in the useful life are recognized in the separate income statement prospectively.
Depreciation for the year 2018 is calculated on a straight-line basis over the estimated useful lives of the assets according to the following minimum and maximum rates:
| Buildings (civil and industrial) | 3.33–5.55% |
|---|---|
| Plant and equipment | 3–50% |
| Manufacturing and distribution equipment | 20% |
| Other | 11–33% |
The gross carrying amount, accumulated impairment losses and accumulated depreciation at December 31, 2018 and December 31, 2017 can be summarized as follows:
| (millions of euros) | Gross carrying amount |
Accumulated impairment losses |
Accumulated depreciation |
Net carrying amount |
|---|---|---|---|---|
| Land | 196 | (3) | 193 | |
| Buildings (civil and industrial) | 1,618 | (1,149) | 469 | |
| Plant and equipment | 60,565 | (5) | (51,377) | 9,183 |
| Manufacturing and distribution equipment | 276 | (241) | 35 | |
| Other | 2,791 | (2) | (2,554) | 235 |
| Construction in progress and advance payments | 756 | 756 | ||
| Total | 66,202 | (10) | (55,321) | 10,871 |
| (millions of euros) | Gross carrying amount |
12/31/2018 Accumulated impairment losses |
Accumulated depreciation |
Net carrying amount |
|---|---|---|---|---|
| Land | 224 | 224 | ||
| Buildings (civil and industrial) | 1,767 | (1,193) | 574 | |
| Plant and equipment | 61,932 | (5) | (52,765) | 9,162 |
| Manufacturing and distribution equipment | 285 | (255) | 30 | |
| Other | 2,736 | (3) | (2,514) | 219 |
| Construction in progress and advance payments | 573 | 573 | ||
| Total | 67,517 | (8) | (56,727) | 10,782 |
With regard to the gross carrying amounts of tangible assets, in 2018 disposals were made for a total amount of 431 million euros, mainly in relation to fully depreciated assets; consequently, where present, the accumulated impairment losses and the accumulated depreciation related to them were also canceled. The line item affected to the greatest extent is the one relating to Plant and equipment for 288 million euros, with particular mention of disposals of FTTC and ADSL equipment for 26 million euros, power supply systems for 16 million euros, Access and Core Mobile for 20 million euros, subscriber connection units following rebuilding for 81 million euros, and underground and overhead network for 26 million euros.
Assets held under finance leases decreased by 378 million euros compared to December 31, 2017. The breakdown and movements are as follows.
| (millions of euros) | 12/31/2016 | Mergers OMS and TIM Real Estate |
Capital expenditures |
Increases in finance leasing contracts |
Depreciation and amortization |
Disposals | Other change |
12/31/2017 |
|---|---|---|---|---|---|---|---|---|
| Land | 16 | 16 | ||||||
| Buildings (civil and industrial) |
1,899 | (67) | 47 | 2 | (131) | (1) | 19 | 1,768 |
| Plant and equipment | − | 72 | (1) | 28 | 99 | |||
| Other | 117 | 52 | (27) | (9) | 133 | |||
| Construction in progress and advance payments |
73 | 32 | − | (49) | 56 | |||
| Total | 2,105 | (67) | 151 | 54 | (159) | (10) | (2) | 2,072 |
| (millions of euros) | 12/31/2017 | Capital expenditures |
Increases in finance leasing contracts |
Depreciation and amortization |
(Write downs) /Reversals |
Disposals | Other changes |
12/31/2018 |
|---|---|---|---|---|---|---|---|---|
| Land | 16 | 16 | ||||||
| Buildings (civil and industrial) |
1,768 | 32 | 12 | (159) | (9) | (279) | 1,365 | |
| Plant and equipment | 99 | 9 | (4) | 5 | 109 | |||
| Other | 133 | 46 | (35) | (4) | 140 | |||
| Construction in progress and advance payments |
56 | 32 | (24) | 64 | ||||
| Total | 2,072 | 73 | 58 | (198) | − | (13) | (298) | 1,694 |
Additions consisted mainly of the acquisition of IRU transmission capacity (totaling 9 million euros), in view of the payment at the beginning of the contract, and improvements and incremental expenses incurred for movable and immovable third-party assets used on the basis of finance lease agreements.
The item Buildings (civil and industrial) includes buildings under financial leases and related building adaptations. The decrease of 403 million euros compared to December 31, 2017 reflects 215 million euros for the impacts of the real estate restructuring and rationalization plan, under which office space and industrial premises will be progressively released, with consequent updates to the estimated life of the renegotiated leases, as the renewal option on some longer-term leases is unlikely to be exercised. Moreover, several properties previously leased (71 million euros) were acquired under ownership following the aforementioned real estate space rationalization agreement, resulting in reclassification to owned buildings for a total of 82 million euros, including 11 million euros for improvements to third-party properties.
Plant and equipment rose by 10 million euros compared to December 31, 2017, reflecting the surplus from the acquisition of IRU transmission capacity (of which 6 million euros were allocated to capex for the period and 3 million euros were allocated pro-rata to work in progress recognized in 2016).
Other rose by 7 million euros over December 31, 2017 and reflected the effects resulting from recognition of different leases on vehicles as finance leases based on the provisions of IAS 17. This resulted in an overall impact on the balance sheet at December 31, 2018 of 47 million euros in terms of higher tangible assets and related payables for finance leases.
Depreciation and impairment losses have been recorded in the income statement as components of EBIT.
The gross carrying amount, accumulated impairment losses and accumulated depreciation at December 31, 2018 and December 31, 2017 can be summarized as follows:
| (millions of euros) | Gross carrying amount |
12/31/2017 Accumulated impairment losses |
Accumulated depreciation |
Net carrying amount |
|---|---|---|---|---|
| Land | 16 | 16 | ||
| Buildings (civil and industrial) | 3,391 | (27) | (1,596) | 1,768 |
| Plant and equipment | 101 | (2) | 99 | |
| Other | 192 | (59) | 133 | |
| Construction in progress and advance payments | 56 | 56 | ||
| Total | 3,756 | (27) | (1,657) | 2,072 |
| 12/31/2018 | ||||||
|---|---|---|---|---|---|---|
| (millions of euros) | Gross carrying amount |
Accumulated impairment losses |
Accumulated depreciation |
Net carrying amount |
||
| Land | 16 | 16 | ||||
| Buildings (civil and industrial) | 2,792 | (13) | (1,414) | 1,365 | ||
| Plant and equipment | 114 | (5) | 109 | |||
| Other | 230 | (90) | 140 | |||
| Construction in progress and advance payments | 64 | 64 | ||||
| Total | 3,216 | (13) | (1,509) | 1,694 |
At December 31, 2018, lease payments due in future years and their present value were as follows:
| 12/31/2018 | 12/31/2017 | ||||
|---|---|---|---|---|---|
| (millions of euros) | Minimum lease payments |
Present value of minimum lease payments |
Minimum lease payments |
Present value of minimum lease payments |
|
| Within 1 year | 180 | 165 | 221 | 212 | |
| From 2 to 5 years after the end of the reporting period |
804 | 663 | 842 | 689 | |
| Beyond 5 years after the end of the reporting period |
1,245 | 697 | 2,306 | 1,052 | |
| Total | 2,229 | 1,525 | 3,369 | 1,953 |
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Future net minimum lease payments | 2,229 | 3,369 |
| Interest portion | (704) | (1,416) |
| Present value of lease payments | 1,525 | 1,953 |
| Finance lease liabilities (1) | 1,604 | 2,003 |
| Financial receivables for lease contracts (2) | (79) | (50) |
| Total net finance lease liabilities | 1,525 | 1,953 |
(1) These included 8 million euros of financial payables to Teleleasing (11 million euros at December 31, 2017) for direct and indirect lease transactions.
(2) These relate to the present value of the payments to be received from the contractual relationships recognized as finance leases in accordance with IAS 17, as detailed in the Note "Financial assets (non-current and current)".
At December 31, 2018, adjustments to lease payments based on the ISTAT price index totaled 13 million euros (13 million euros at December 31, 2017).
Investments increased by 74 million euros compared to December 31, 2017 and included:
| (millions of euros) | 12/31/2018 | of which Financial Instruments |
12/31/2017 | of which Financial Instruments |
|---|---|---|---|---|
| Subsidiaries | 7,781 | 7,705 | ||
| Associates and joint ventures | 7 | − | 9 | − |
| Other investments | 33 | 33 | 33 | 33 |
| Total | 7,821 | 33 | 7,747 | 33 |
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial instruments".
In 2018, there were no significant transactions with subsidiaries, associates and joint ventures of TIM S.p.A..
As permitted by IFRS 9, TIM S.p.A. now measures all Other Investments at fair value through other comprehensive income (FVTOCI).
Movements during 2018 for each investment and the corresponding amounts at the beginning and end of the year are reported below. The list of investments in subsidiaries, associates and joint ventures at December 31, 2018 is presented in compliance with Article 2427 of the Italian Civil Code and reported in the Note "List of investments in subsidiaries, associates and joint ventures".
| (thousands of euros) | Carrying amount at 12/31/2017 |
New IFRS 9 standards adoption |
Acquisitions/ Subscriptions/ Payments to cover losses |
Disposals/Rei mbursements |
Impairment losses/ Reversals/ Fair value adjustments |
Other changes and reclassific ations |
Total changes |
Carrying amount at 12/31/2018 |
|---|---|---|---|---|---|---|---|---|
| Investments in subsidiaries | ||||||||
| 4G RETAIL | 15,108 | - | 15,108 | |||||
| ADVANCED CARING CENTER (#) |
4 | - | 4 | |||||
| CD FIBER | 50 | - | 50 | |||||
| FLASH FIBER | 76,824 | 86,400 | 86,400 | 163,224 | ||||
| HR SERVICES | 570 | - | 570 | |||||
| INFRASTRUTTURE WIRELESS ITALIANE |
828,494 | - | 828,494 | |||||
| NOVERCA | 20,202 | 40,000 | (41,511) | - | (1,511) | 18,691 | ||
| OLIVETTI | 16,530 | (4,546) | (4,546) | 11,984 | ||||
| PERSIDERA | 137,641 | (4,455) | (4,455) | 133,186 | ||||
| TELECOM ITALIA CAPITAL | 2,388 | - | 2,388 | |||||
| TELECOM ITALIA FINANCE | 5,914,971 | - | 5,914,971 | |||||
| TELECOM ITALIA LATAM PARTICIPAÇÕES E GESTÃO ADMINISTRATIVA |
- | - | - | |||||
| TELECOM ITALIA SAN MARINO | 7,565 | - | 7,565 | |||||
| TELECOM ITALIA SPARKLE | 586,651 | 17 | 17 | 586,668 | ||||
| TELECOM ITALIA TRUST TECHNOLOGY |
8,498 | - | 8,498 | |||||
| TELECOM ITALIA VENTURES | 2,541 | - | 2,541 | |||||
| TELECONTACT CENTER | 12,523 | - | 12,523 | |||||
| TELENERGIA | 50 | - | 50 | |||||
| TELSY | 14,517 | - | 14,517 | |||||
| TI AUDIT COMPLIANCE LATAM (in liquidation) |
313 | - | 313 | |||||
| TI SPARKLE MED (#) |
3 | - | 3 | |||||
| TIM BRASIL SERVIÇOS E PARTICIPAÇÕES |
- | - | - | |||||
| TIM TANK | 18,375 | 800 | 800 | 19,175 | ||||
| TIMB 2 | - | - | - | |||||
| TIMVISION | 1,050 | 1,500 | 1,500 | 2,550 | ||||
| TN FIBER | 39,800 | (1,302) | (1,302) | 38,498 | ||||
| 7,704,668 | - | 128,700 | - | (51,814) | 17 | 76,903 | 7,781,571 |
(#) Company indirectly controlled by TIM S.p.A. whose employees subscribed to the 2010 and/or 2014 Broad-Based Share Ownership Plans (BBSOP).
| (thousands of euros) | Carrying amount at 12/31/2017 |
New IFRS 9 standards adoption |
Acquisitions/ Subscriptions/ Payments to cover losses |
Disposals/ Reimburse ments |
Impairment losses/ Reversals/ Fair value adjustments |
Other changes and reclassifications |
Total changes |
Carrying amount at 12/31/2018 |
|---|---|---|---|---|---|---|---|---|
| Investments in associates and joint ventures | ||||||||
| ALFIERE | - | - | - | |||||
| AREE URBANE (in liquidation) | - | - | - | |||||
| ASSCOM INSURANCE BROKERS |
20 | - | 20 | |||||
| DONO PER …( in liquidation) | 3 | (3) | (3) | - | ||||
| NORDCOM | 2,143 | - | 2,143 | |||||
| TIGLIO I | 6,597 | (1,762) | (1,762) | 4,835 | ||||
| TIGLIO II (in liquidation) | 119 | - | 119 | |||||
| Consorzio EO (in liquidation) | - | - | - | |||||
| 8,882 | - | - | (3) | (1,762) | - (1,765) | 7,117 |
| Carrying amount at 12/31/2017 |
New IFRS 9 standards adoption |
Acquisitions/ Subscriptions / Payments to cover losses |
Disposals/ Reimburse ments |
Impairment losses/ Reversals/ Fair value adjustments |
Other changes and reclassific ations |
Total changes | Carrying amount at 12/31/2018 |
|---|---|---|---|---|---|---|---|
| Investments in other companies | |||||||
| 2,855 | (116) | (116) | 2,739 | ||||
| 1,898 | 2,218 | 2,218 | 4,116 | ||||
| 19,933 | (4,340) | (4,340) | 15,593 | ||||
| 3,832 | - | 3,832 | |||||
| 2,116 | 269 | 269 | 2,385 | ||||
| 2,782 | - | 1,712 | (544) | - | - | 1,168 | 3,950 |
| 33,416 | 2,487 | 1,712 | (544) | (4,456) | - | (801) | 32,615 |
| 7,746,966 | 2,487 | 130,412 | (547) | (58,032) | 17 | 74,337 | 7,821,303 |
(**) Investments measured at fair value.
| (millions of euros) | 12/31/2018 | 12/31/2017 | |
|---|---|---|---|
| Non-current financial assets | |||
| Financial receivables and other non-current financial assets | |||
| Financial receivables from subsidiaries | 306 | 75 | |
| Financial receivables from associates and joint ventures | − | − | |
| Financial receivables from other related parties | − | − | |
| Financial receivables for lease contracts | 15 | 17 | |
| Receivables from employees | 39 | 43 | |
| Hedging derivatives relating to hedged items classified as non-current assets/liabilities of a financial nature |
385 | 310 | |
| Non-hedging derivatives | 897 | 1,016 | |
| Other financial receivables | − | 150 | |
| Total non-current financial assets | (a) | 1,642 | 1,611 |
| Current financial assets | |||
| Securities other than investments | |||
| Held for trading | − | ||
| Held-to-maturity | − | ||
| Available-for-sale | 746 | ||
| Measured at amortized cost (AC) | − | ||
| Measured at fair value through other comprehensive income (FVTOCI) | 466 | ||
| Measured at fair value through profit or loss (FVTPL) | − | ||
| 466 | 746 | ||
| Financial receivables and other current financial assets | |||
| Liquid assets with banks, financial institutions and post offices (with maturity over 3 months) |
− | 100 | |
| Financial receivables for lease contracts | 64 | 33 | |
| Receivables from employees | 13 | 14 | |
| Hedging derivatives relating to hedged items classified as current assets/liabilities of a financial nature |
79 | 79 | |
| Non-hedging derivatives | 165 | 98 | |
| Financial receivables from subsidiaries | 4 | 1 | |
| Financial receivables from associates and joint ventures | − | ||
| Other financial receivables | − | − | |
| Prepaid expenses | 2 | 1 | |
| 327 | 326 | ||
| Cash and cash equivalents | 885 | 771 | |
| Total current financial assets | (b) | 1,678 | 1,843 |
| Total financial assets | (c)=(a+b) | 3,320 | 3,454 |
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial instruments".
Financial receivables for lease contracts amounted to 79 million euros (50 million euros at December 31, 2017), showing an increase of 29 million euros. The item includes the following contractual relationships recognized as finance leases in accordance with IAS 17:
new commercial offers for Consumer and Business customers involving the rental of ADSL routers (37 million euros, 37 million euros at December 31, 2017);
Receivables from employees (current and non-current) include the remaining amount due on loans granted.
Hedging derivatives amounted to 464 million euros (389 million euros at December 31, 2017) and related to:
Non-hedging derivatives amounted to 1,062 million euros (1,114 million euros at December 31, 2017) and included the asset value of transactions that TIM S.p.A. carries out on behalf of Group companies under centralized treasury arrangements. This item is offset by the corresponding item classified in financial liabilities. At December 31, 2018, non-hedging derivatives consisted of:
Further details are provided in the Note "Derivatives".
Securities other than investments available-for-sale, maturing beyond three months and recognized at market value, amounting to 466 million euros (746 million euros at December 31, 2017), consisted of:
Cash and cash equivalents rose by 114 million euros compared to December 31, 2017. The figure breaks down as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Liquid assets with banks, financial institutions and post offices | 881 | 722 |
| Checks, cash and other receivables and deposits for cash flexibility | 1 | − |
| Receivables from subsidiaries | 3 | 49 |
| Total | 885 | 771 |
The different technical forms of investing available cash can be analyzed as follows:
I Miscellaneous receivables and other non-current assets at December 31, 2018 breaks down as follows:
| (millions of euros) | 12/31/2018 | of which Financial Instruments |
12/31/2017 | of which Financial Instruments |
|---|---|---|---|---|
| Miscellaneous receivables (non current) |
||||
| Miscellaneous receivables from subsidiaries |
9 | 5 | 6 | 5 |
| Miscellaneous receivables from associates |
− | − | − | − |
| Other receivables | 43 | 5 | 43 | 7 |
| (a) 52 |
10 | 49 | 12 | |
| Other non-current assets | ||||
| Deferred contract costs | 1,631 | − | ||
| Other cost deferrals | 21 | − | ||
| Medium/long-term prepaid expenses | 1,703 | − | ||
| (b) 1,652 |
− | 1,703 | − | |
| Total (a+b) |
1,704 | 10 | 1,752 | 12 |
The impacts caused by the adoption of IFRS 15 are summarized below:
| (millions of euros) | 12/31/2017 | Adoption of new standards | 1/1/2018 | ||
|---|---|---|---|---|---|
| IFRS 15 reclassifications |
IFRS 15 adjustments |
||||
| Miscellaneous receivables (non-current) | |||||
| Miscellaneous receivables from subsidiaries | 6 | − | − | 6 | |
| Miscellaneous receivables from associates | − | − | − | − | |
| Other receivables | 43 | − | − | 43 | |
| (a) | 49 | − | − | 49 | |
| Other non-current assets | |||||
| Deferred contract costs | 1,729 | (234) | 1,495 | ||
| Other cost deferrals | − | 16 | − | 16 | |
| Medium/long-term prepaid expenses | 1,703 | (1,703) | − | − | |
| (b) | 1,703 | 42 | (234) | 1,511 | |
| Total | (a+b) | 1,752 | 42 | (234) | 1,560 |
For more detailed information on the impacts caused by the adoption of IFRS 15, please refer to the Note "Accounting Standards".
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial instruments".
Miscellaneous receivables (non-current) rose by 3 million euros compared to December 31, 2017 and include:
Other non-current assets fell by 51 million euros compared to December 31, 2017 and includes:
Deferred contract costs (1,631 million euros at December 31, 2018): these relate to the deferral of costs connected with the activation and acquisition of new contracts with customers, classified at December 31, 2017 as Medium/long-term prepaid expenses.
Under previous accounting policies, contract costs (incremental costs of obtaining a contract and costs to fulfill a contract) were capitalized or deferred and recognized in the income statement on the basis of the expected duration of the contract and the type of customer.
That approach is substantially confirmed under IFRS 15, with the exception of the reclassification of subscriber acquisition costs (SACs) connected to contracts with lock-in clauses from intangible assets, equal, at January 1, 2018, to 78 million euros (of which 42 million euros medium/long-term).
Contract costs from the activation of the phone service are deferred throughout the expected life of the relationship with the customer, taking also into account the reasonable expectations of cash flows arising from these services. The average expected duration at December 31, 2018 was 7 years for fixed and 3 years for mobile;
The breakdown of the total deferred contract costs (non-current and current) at December 31, 2018 is provided below with details of the acquisition costs and costs for executing contracts, as well as their movements during the year:
| (millions of euros) | 12/31/2018 | |||
|---|---|---|---|---|
| Deferred contract costs | ||||
| Contract acquisition costs | 1,253 | |||
| Contract execution costs | 1,033 | |||
| Total | 2,286 | |||
| (millions of euros) | 1/1/2018 | Increase | Release to income |
12/31/2018 |
| income statement |
||||
|---|---|---|---|---|
| Contract acquisition costs | 1,129 | 476 | (352) | 1,253 |
| Contract execution costs | 904 | 348 | (219) | 1,033 |
| Total deferred contract costs | 2,033 | 825 | (571) | 2,286 |
Non-current income tax receivables (classified as Miscellaneous receivables and other non-current assets) amounted to 38 million euros at December 31, 2018, basically unchanged compared to December 31, 2017; they relate to non-assigned receivables for taxes and interest resulting from the recognized deductibility from IRES tax of the IRAP tax calculated on labor costs, relating to years prior to 2012, following the entry into force of Italian Decree Law 16/2012.
Current income tax receivables amounted to 166 million euros, up compared to the December 31, 2017 figure (0.5 million euros) as they comprise the IRES receivable for excess advances paid for the year 2018 (140 million euros) and the IRAP receivable of TIM for excess advances paid (26 million euros).
The net balance is composed as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Deferred tax assets | 882 | 902 |
| Deferred tax liabilities | (3) | (2) |
| Total | 879 | 900 |
The presentation of deferred tax assets and liabilities in the financial statements takes account of offsets to the extent that such offsets are legally permitted. The composition of the gross amounts prior to offsetting is presented below:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Deferred tax assets | 945 | 978 |
| Deferred tax liabilities | (66) | (78) |
| Total | 879 | 900 |
| (millions of euros) | 12/31/2017 | Adoption of new standards |
Recognized in profit or loss |
Recognized in equity |
Other changes |
12/31/2018 |
|---|---|---|---|---|---|---|
| Deferred tax assets: | ||||||
| Provisions for pension fund integration Law 58/92 |
5 | 5 | ||||
| Provisions | 382 | (37) | 345 | |||
| Provision for bad debts | 91 | 28 | (1) | 118 | ||
| Financial instruments | 345 | (25) | 320 | |||
| Capital grants | 1 | (1) | - | |||
| Taxed depreciation and amortization |
105 | 7 | 112 | |||
| Discounting of provision for employee severance indemnities |
27 | (2) | (5) | 20 | ||
| Other deferred tax assets | 22 | 2 | 24 | |||
| Total | 978 | 28 | (31) | (30) | 945 | |
| Deferred tax liabilities: | ||||||
| Accelerated depreciation | (6) | 1 | (5) | |||
| Deferred gains | (3) | 1 | (2) | |||
| Financial instruments | (12) | 1 | (11) | |||
| Bond issue expense | (11) | 2 | (9) | |||
| Other deferred tax liabilities | (46) | (34) | 41 | (39) | ||
| Total | (78) | (34) | 45 | 1 | (66) | |
| Total Net deferred tax assets (liabilities) |
900 | (6) | 14 | (29) | 879 |
The temporary differences which made up this line item at December 31, 2018 and 2017, as well as the movements during 2018 were as follows:
The expirations of deferred tax assets and deferred tax liabilities at December 31, 2018 were as follows:
| (millions of euros) | Within 1 year |
Beyond 1 year |
Total at 12/31/2018 |
|---|---|---|---|
| Deferred tax assets | 288 | 657 | 945 |
| Deferred tax liabilities | (12) | (54) | (66) |
| Total Net deferred tax assets (liabilities) | 276 | 603 | 879 |
Current income tax payables amounted to 14 million euros at December 31, 2018 (55 million euros at December 31, 2017), down by 41 million euros.
The income tax expense for the years ended December 31, 2018 and 2017 is detailed below.
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| IRAP taxes for current year | 131 | 158 |
| IRES taxes for current year | 253 | 357 |
| Expenses/(income) from tax consolidation | 17 | 9 |
| Current taxes of prior years | 47 | (45) |
| Total current taxes | 448 | 479 |
| Deferred income taxes | 12 | (185) |
| Deferred taxes of prior years | (26) | 17 |
| Total deferred taxes | (14) | (168) |
| Total income tax expense for the year | 434 | 311 |
The current IRES tax rate is 24%, while the IRAP tax rate is set at 3.9%.
The charge for current taxes of prior years (47 million euros) reflects the effects of the income tax return compared to the estimate made in the 2017 financial statements on the basis of the elements available at the time and the tax impact for the realignment of the initial tax differences arising from the adoption of IFRS 15 (22 million euros).
On the other hand, income from deferred taxes of prior years includes the benefit of removing the deferred tax liabilities recognized when IFRS 15 was adopted (34 million euros).
Realignment of the initial tax differences arising from adopting IFRS 15 therefore resulted in a net benefit of 12 million euros.
The reconciliation between the theoretical tax charge, calculated on the basis of the IRES tax rate in effect at December 31, 2018 (24%), and the effective tax charge in the separate financial statements is as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Profit (loss) before tax | ||
| From continuing operations | (1,420) | 1,399 |
| Total profit (loss) before tax | (1,420) | 1,399 |
| Theoretical income tax | (341) | 336 |
| Income tax effect on increases (decreases) in variations: | ||
| dividends recognized in income | (28) | (58) |
| non-deductible impairments and losses on investments | 13 | 7 |
| Non-deductible depreciation and amortization and write-downs | 646 | 1 |
| non-deductible costs | 21 | 3 |
| other items (accelerated depreciation and amortization, economic growth aid (ACE), | ||
| etc.) | (31) | (81) |
| IRES taxes for previous years | 25 | (26) |
| Effective income tax recognized in income statement, excluding IRAP tax | 305 | 182 |
| IRAP tax | 129 | 129 |
| Total effective income tax recognized in income statement | 434 | 311 |
For a better understanding of the above reconciliation, the Regional Income Tax (IRAP tax) has been shown separately so as to avoid any distorting effect arising from the fact that this tax is calculated on a different tax base to the pre-tax profit.
Inventories amounted to 262 million euros at December 31, 2018, showing an increase of 84 million euros compared to December 31, 2017 (178 million euros). They mainly consist of equipment and handsets for fixedline and mobile telecommunications and related accessories. In 2018, write-downs of inventories amounted to 2 million euros. No inventories are pledged as collateral.
I Trade and miscellaneous receivables and other current assets at December 31, 2018 breaks down as follows:
| (millions of euros) | 12/31/2018 | of which Financial Instruments |
12/31/2017 | of which Financial Instruments |
|
|---|---|---|---|---|---|
| Amounts due on construction contracts |
(a) | 51 | 34 | ||
| Trade receivables | |||||
| Receivables from customers | 1,364 | 1,364 | 1,586 | 1,586 | |
| Receivables from other telecommunications operators |
888 | 888 | 791 | 791 | |
| Receivables from subsidiaries | 357 | 357 | 320 | 320 | |
| Receivables from associates and joint ventures |
2 | 2 | 2 | 2 | |
| Receivables from other related parties | 1 | 1 | 4 | 4 | |
| Customer collections pending credit | 13 | 13 | 42 | 42 | |
| (b) | 2,625 | 2,625 | 2,745 | 2,745 | |
| Miscellaneous receivables (current) | |||||
| Receivables from subsidiaries | 10 | − | 12 | − | |
| Receivables from associates and joint ventures |
− | − | − | − | |
| Receivables from other related parties | − | − | − | − | |
| Other receivables | 298 | 121 | 417 | 146 | |
| (c) | 308 | 121 | 429 | 146 | |
| Other current assets | |||||
| Contract assets | 46 | 46 | |||
| Deferred contract costs | 655 | − | |||
| Other cost deferrals | 165 | − | |||
| Trade and miscellaneous prepaid expenses |
727 | − | |||
| (d) | 866 | 46 | 727 | − | |
| Total | (a+b+c+d) | 3,850 | 2,792 | 3,935 | 2,891 |
| (millions of euros) | 12/31/2017 | Adoption of new standards | 1/1/2018 | |||
|---|---|---|---|---|---|---|
| Reclassifications IFRS 15 |
Adjustments IFRS 9 |
Adjustments IFRS 15 |
||||
| Amounts due on construction contracts |
(a) | 34 | − | − | − | 34 |
| Trade receivables | ||||||
| Receivables from customers | 1,586 | − | (114) | − | 1,472 | |
| Receivables from other telecommunications operators |
791 | − | − | − | 791 | |
| Receivables from subsidiaries | 320 | − | − | − | 320 | |
| Receivables from associates and joint ventures |
2 | − | − | − | 2 | |
| Receivables from other related parties |
4 | − | − | − | 4 | |
| Customer collections pending credit |
42 | − | − | − | 42 | |
| (b) | 2,745 | − | (114) | − | 2,631 | |
| Miscellaneous receivables (current) |
||||||
| Receivables from subsidiaries | 12 | 12 | ||||
| Receivables from associates and joint ventures |
− | − | − | − | − | |
| Receivables from other related parties |
− | − | − | − | − | |
| Other receivables | 417 | 417 | ||||
| (c) | 429 | - | − | − | 429 | |
| Other current assets | ||||||
| Contract assets | - | - | - | 33 | 33 | |
| Deferred contract costs | - | 588 | - | (50) | 538 | |
| Other cost deferrals | − | 175 | − | − | 175 | |
| Trade and miscellaneous prepaid expenses |
727 | (727) | − | − | ||
| (d) | 727 | 36 | - | (17) | 746 | |
| Total | (a+b+c+d) | 3,935 | 36 | (114) | (17) | 3,840 |
For more detailed information on the impacts caused by the adoption of IFRS 9 and IFRS 15, please refer to the Note "Accounting Standards".
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial instruments".
The analyses of the aging of Financial Instruments included in trade, miscellaneous and other current assets at December 31, 2018 and 2017 are provided below:
| Overdue: | |||||||
|---|---|---|---|---|---|---|---|
| (millions of euros) | 12/31/2018 | Total current |
Total overdue |
0-90 days | 91-180 days |
181-365 days |
More than 365 days |
| Trade, miscellaneous and other current assets |
2,792 | 2,281 | 511 | 40 | 94 | 121 | 256 |
| Overdue: | |||||||
| (millions of euros) | 12/31/2017 | Total current |
Total overdue |
0-90 days | 91-180 days |
181-365 days |
More than 365 days |
| Trade, miscellaneous receivables and other current assets |
2,891 | 2,264 | 627 | 207 | 128 | 122 | 170 |
Net trade and miscellaneous receivables include assets deriving from contracts with customers (Contract Assets) for 46 million euros; a decrease of 99 million euros compared to December 31, 2017, mainly as a result of the impact – totaling 135 million euros at December 31, 2018 - of the application of the new IFRS 9 standard on the adjustment of credit risk hedging in expected credit loss, with effects on all age bands and segments. In particular:
Amounts due on construction contracts totaled 51 million euros (34 million euros at December 31, 2017) and included 2 million euros of receivables due from the subsidiary Flash Fiber.
Trade receivables amounted to 2,625 million euros (2,745 million euros at December 31, 2017) and are stated net of the provision for bad debts of 541 million euros (416 million euros at December 31, 2017). Movements in the provision for bad debts were as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| At January 1 | 416 | 479 |
| IFRS 9 adoption effect | 114 | |
| Provision charges to the income statement | 172 | 145 |
| Draw downs and other changes | (161) | (208) |
| At December 31 | 541 | 416 |
As already previously discussed, the adoption of the new standard IFRS 9 (Financial Instruments) starting from January 1, 2018 resulted in the recognition of 114 million euros of higher write-downs for expected credit losses on trade receivables, due to the introduction of the expected credit loss model as per IFRS 9, replacing the incurred loss model required by IAS 39.
The decrease in trade receivables of 120 million euros compared to December 31, 2017 was mainly due to the changes in the receivables due from customers, partially offset by the changes in receivables due from other operators. In particular, we report:
Miscellaneous receivables (current) amounted to 308 million euros (net of a provision for bad debts totaling 51 million euros), decreasing 121 million euros compared to December 31, 2017. Specifically, they consisted of:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Advances to suppliers | 11 | 2 |
| Receivables from employees | 9 | 9 |
| Tax receivables | 3 | 15 |
| Receivables for grants from the government and public entities | 91 | 207 |
| Sundry receivables | 184 | 184 |
| Total | 298 | 417 |
Tax receivables totaling 3 million euros mostly consisted of credits resulting from tax returns, tax credits, as well as the VAT receivable on the purchase of vehicles and related accessories for which refunds were requested under Italian Decree Law 258/2006, converted with amendments by Italian Law 278/2006.
Receivables for grants from the government and public entities (91 million euros) mainly relate to Ultra-Broadband-UBB and Broadband-BB projects. The grants are recognized to the income statement when the related plants become ready for use.
Sundry receivables mainly included:
This item rose by 139 million euros compared to December 31, 2017 and includes:
Under previous accounting policies, contract costs (incremental costs of obtaining a contract and costs to fulfill a contract) were capitalized or deferred and recognized in the income statement on the basis of the expected duration of the contract and the type of customer. That approach is substantially confirmed under IFRS 15, with the exception of the reclassification of subscriber acquisition costs (SACs) connected to contracts with lock-in clauses from intangible assets, equal, at January 1, 2018, to 78 million euros (of which 36 million euros short-term). Contract costs from the activation of the phone service are deferred throughout the expected life of the relationship with the customer, taking also into account the reasonable expectations of cash flows arising from these services. The average expected duration at December 31, 2018 was 7 years for fixed and 3 years for mobile.
For additional details on the deferred contract costs and their movement during the year, please refer to the Note "Miscellaneous receivables and other non-current assets";
Equity consisted of:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Share capital issued | 11,677 | 11,677 |
| less: Treasury shares | (21) | (21) |
| Share capital | 11,656 | 11,656 |
| Additional paid-in capital | 2,094 | 2,094 |
| Legal reserve | 2,294 | 2,240 |
| Other reserves: | ||
| Merger surplus reserve | 1,721 | 1,721 |
| Other | (271) | (365) |
| Total other reserves | 1,450 | 1,356 |
| Retained earnings, including profit (loss) for the year | 644 | 2,723 |
| Total | 18,138 | 20,069 |
Movements in share capital during 2018 are presented in the following tables:
| (number of shares) | At 12/31/2017 | Share issues | At 12/31/2018 | % of share | |
|---|---|---|---|---|---|
| capital | |||||
| Ordinary shares issued | (a) | 15,203,122,583 | 15,203,122,583 | 71.61 | |
| less: treasury shares | (b) | (37,672,014) | (37,672,014) | ||
| Ordinary shares outstanding | (c) | 15,165,450,569 | 15,165,450,569 | ||
| Savings shares issued and | |||||
| outstanding | (d) | 6,027,791,699 | 6,027,791,699 | 28.39 | |
| Total shares issued | (a+d) | 21,230,914,282 | 21,230,914,282 | 100.00 | |
| Total shares outstanding | (c+d) | 21,193,242,268 | 21,193,242,268 |
| (thousands of euros) | Share capital at 12/31/2017 |
Change in share capital |
Share capital at 12/31/2018 |
|
|---|---|---|---|---|
| Ordinary shares issued | (a) | 8,361,718 | 8,361,718 | |
| less: treasury shares | (b) | (20,720) | (20,720) | |
| Ordinary shares outstanding | (c) | 8,340,998 | 8,340,998 | |
| Savings shares issued and outstanding |
(d) | 3,315,285 | 3,315,285 | |
| Total share capital issued | (a+d) | 11,677,003 | 11,677,003 | |
| Total share capital outstanding |
(c+d) | 11,656,283 | 11,656,283 |
The share capital was unchanged compared to December 31, 2017.
The TIM S.p.A. ordinary and savings shares are listed respectively in Italy (FTSE index) and on the NYSE in the form of American Depositary Shares, each ADS corresponding to 10 shares of ordinary or savings shares, respectively, represented by American Depositary Receipts (ADRs) issued by JPMorgan Chase Bank.
In the shareholder resolutions passed to increase share capital against cash payments, the pre-emptive right can be excluded to the extent of a maximum of ten percent of the pre-existing share capital, on condition that the issue price corresponds to the market price of the shares and that this is confirmed in a specific report issued by the firm charged with the audit of the Company.
The Company sources itself with the capital necessary to fund its requirements for business development and operations; the sources of funds are found in a balanced mix of equity, permanently invested by the shareholders, and debt capital, to guarantee a balanced financial structure and minimize the total cost of capital, with a resulting advantage to all the stakeholders.
Debt capital is structured according to different maturities and currencies to ensure an adequate diversification of the sources of funding and an efficient access to external sources of financing (taking advantage of the best opportunities offered in the financial markets of the euro, U.S. dollar and Pound sterling areas to minimize costs), taking care to reduce the refinancing risk.
The remuneration of equity is proposed by the board of directors to the shareholders' meeting, which meets to approve the annual financial statements, based upon market trends and business performance, once all the other obligations are met, including debt servicing. Therefore, in order to guarantee an adequate remuneration of capital, safeguard company continuity and business development, the Company constantly monitors the change in debt levels in relation to equity, the level of net debt and the operating margin of industrial operations.
The rights of the TIM S.p.A. savings shares are indicated below:
Share capital carries a restriction on tax suspension for an amount of 1,191 million euros.
Additional paid-in capital at December 31, 2018 amounted to 2,094 million euros, showing no change on December 31, 2017.
─ ● ─
The Legal reserve at December 31, 2018, amounted to 2,294 million euros, an increase of 54 million euros due to the allocation of the profit for the year 2017. The legal reserve carries a tax suspension restriction up to the amount of 1,835 million euros.
Other reserves totaled 1,450 million euros at December 31, 2018, increasing by 94 million euros compared to December 31, 2017.
The Other reserves moved through the Statements of Comprehensive Income were broken down as follows:
The Other reserves also include:
For further details, please refer to the Note "Equity Compensation Plans".
Retained earnings (accumulated losses), including profit (loss) for the year, was positive by 664 million euros at December 31, 2018, with a decrease of 2,079 million euros compared to December 31, 2017. The changes are linked to the following declines:
The following statement provides additional disclosure on equity and is prepared pursuant to Article 2427, number 7-bis, showing the items in equity separately according to their source, possibility of utilization and distribution, in addition to their utilization in the three-year period 2015-2017.
| Nature/Description | Amount at 12/31/2018 |
Possibility of utilization |
Amount available |
Summary of the amounts utilized in the three-year period 2016-2018 |
|
|---|---|---|---|---|---|
| (millions of euros) | for absorption of losses |
for other reasons |
|||
| Share capital | 11,656 | ||||
| Capital reserves: | |||||
| Additional Paid-in capital | 2,095 | A,B,C | 2,095 | ||
| Legal reserve | 1,953 | B | |||
| Reserve for other equity instruments |
196 | B | |||
| Other | 59 | A,B,C | 59 | 25 | |
| Reserve for remeasurements of employee defined benefit plans |
57 | A,B,C | 57 | ||
| Reserve pursuant to Article 7, paragraph 7, Italian Law Decree 38/2005 |
521 | B | |||
| Merger surplus reserve | 1,678 | A,B,C | 1,678 | 166 | |
| Profit reserves: | |||||
| Additional Paid-in capital | (1) | A,B,C | (1) | ||
| Legal reserve | 341 | B | |||
| Reserve pursuant to Article 34, Italian Law 576/1975 |
13 | A,B,C | 13 | ||
| Other | 14 | 14 | 69 | ||
| Reserve for cash flow hedges and related underlyings |
(992) | A,B,C | (992) | ||
| Reserve for financial assets measured at fair value through other comprehensive income |
17 | B | |||
| Reserve for remeasurements of employee defined benefit plans |
(138) | B | (138) | ||
| Merger surplus reserve | 43 | A,B,C | 43 | ||
| Retained earnings | 2,498 | A,B,C | 2,498 | 363 | |
| Total | 20,010 | 5,326 | 457 | 166 | |
| Treasury shares | (40) | ||||
| Amount not distributable (1) | (42) | ||||
| Remaining amount distributable | 5,244 |
Key:
A = for share capital increase;
B = for absorption of losses;
C = for distribution to shareholders
(1) Represents the amount not distributable as the part of additional paid-in capital needed to supplement the legal reserve to reach 1/5 of the share capital.
Specifically, the amounts shown in the column "Summary of the amounts utilized in the three-year period 2016/2018 – for other reasons" mainly relate to the distribution of dividends, as well as costs connected to the distribution of the dividends.
The table below shows the restrictions, pursuant to Article 109, paragraph 4, letter b) of TUIR, relating to offbook deductions effected for income tax purposes in past years:
| (millions of euros) | |
|---|---|
| Off-book deductions at December 31, 2017 | 25 |
| Reversal for taxation during the year | (2) |
| Off-book deductions at December 31, 2018 | 23 |
| Deferred taxes (IRES and IRAP) | (6) |
| Restriction on equity at December 31, 2018 | 17 |
This regime imposes a restriction on all equity reserves, without distinction, for an amount equal to the off-book deductions net of the relative deferred taxes provided. This restriction remains until such time as the excess tax deductions and consequent taxation are recovered in the books.
More specifically, compared to December 31, 2017, the deductions decreased by 2 million euros as a result of taxation during the year.
Therefore, taking into account the residual deductions effected in prior years and not covered by the fiscal realignment carried out in accordance with Italian Law 244 dated December 24, 2007, the total restriction on equity in the separate financial statements amounts to 17 million euros.
At December 31, 2018, the Company had tax-suspended reserves of 1,848 million euros, subject to taxation in the event of distribution, on which deferred taxes had not been allocated as their distribution is not foreseen.
The table below shows future potential changes in share capital, based on the issuance of the convertible bond by TIM S.p.A. in March 2015, the authorizations to increase the share capital in place at December 31, 2018, and the options and rights granted under equity compensation plans, still outstanding at December 31, 2018:
| Number of maximum shares issuable |
Share capital (thousands of euros) |
Additional Paid-in capital (thousands of euros) |
Subscription price per share (euros) |
|
|---|---|---|---|---|
| Capital increases already approved (ordinary shares) |
||||
| 2014-2016 Stock Option Plan | ||||
| 133,042 343,069 893,617 13,497,406 |
73 189 492 7,423 |
80 158 393 5,264 |
1.15 1.01 0.99 0.94 |
|
| Stock Options | 14,867,134 | 8,177 | 5,895 | |
| 2015 Convertible Bond (ordinary shares) (*) | 1,082,485,386 | 2,000,000 | n.a. | n.a. |
| Convertible bonds | 2,000,000 | |||
| Total | 2,008,177 |
(*) The number of shares potentially issuable shown may be subject to adjustments.
Further information is provided in the Notes "Financial liabilities (non-current and current)" and "Equity compensation plans".
Non-current and current financial liabilities (gross financial debt) were broken down as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 | |
|---|---|---|---|
| Non-current financial liabilities | |||
| Financial payables (medium/long-term) | |||
| Bonds | 12,091 | 13,040 | |
| Convertible bonds | 1,893 | 1,862 | |
| Amounts due to banks | 2,854 | 2,853 | |
| Payables to other lenders | − | − | |
| Payables to subsidiaries | 4,174 | 5,970 | |
| 21,012 | 23,725 | ||
| Finance lease liabilities (medium/long-term) | |||
| Payables to subsidiaries | − | 1 | |
| Payables to associates | − | − | |
| Payables to others | 1,445 | 1,855 | |
| 1,445 | 1,856 | ||
| Other financial liabilities (medium/long-term) | |||
| Hedging derivatives relating to hedged items classified as non-current assets/liabilities of a financial nature |
1,423 | 1,870 | |
| Non-hedging derivatives | 897 | 1,016 | |
| Deferred income | − | − | |
| 2,320 | 2,886 | ||
| Total non-current financial liabilities | (a) | 24,777 | 28,467 |
| Current financial liabilities Financial payables (short-term) |
|||
| Bonds | 2,120 | 1,522 | |
| Convertible bonds | 6 | 6 | |
| Amounts due to banks | 1,459 | 1,666 | |
| Payables to other lenders | 60 | 85 | |
| Payables to subsidiaries | 3,572 | 531 | |
| Payables to associates | − | − | |
| 7,217 | 3,810 | ||
| Finance lease liabilities (short-term) | |||
| Payables to subsidiaries | − | 1 | |
| Payables to associates | − | − | |
| Payables to others | 159 | 146 | |
| 159 | 147 | ||
| Other financial liabilities (short-term) | |||
| Hedging derivatives relating to hedged items classified as current assets/liabilities of a financial nature |
362 | 143 | |
| Non-hedging derivatives | 165 | 97 | |
| Deferred income | − | − | |
| 527 | 240 | ||
| Total Current financial liabilities | (b) | 7,903 | 4,197 |
| Total financial liabilities (Gross Financial Debt) | (a+b) | 32,680 | 32,664 |
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial instruments".
| 12/31/2018 (millions of foreign currency) |
12/31/2018 (millions of euros) |
12/31/2017 (millions of foreign currency) |
12/31/2017 (millions of euros) |
|
|---|---|---|---|---|
| USD | 2,506 | 2,189 | 2,512 | 2,094 |
| GBP | 1,267 | 1,416 | 1,266 | 1,426 |
| JPY | 20,034 | 159 | 20,033 | 148 |
| EURO | 28,916 | - | 28,996 | |
| 32,680 | 32,664 |
The breakdown of gross financial debt by effective interest-rate bands applicable to the original transaction is provided below, excluding the effect of any derivative hedging instruments:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Up to 2.5% | 7,813 | 7,298 |
| From 2.5% to 5% | 11,590 | 10,707 |
| From 5% to 7.5% | 8,063 | 8,805 |
| From 7.5% to 10% | 1,794 | 2,019 |
| Over 10% | 59 | 201 |
| Accruals/deferrals, MTM and derivatives | 3,361 | 3,634 |
| 32,680 | 32,664 |
Following the use of derivative hedging instruments, on the other hand, the gross financial debt by nominal interest rate bracket is:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Up to 2.5% | 12,198 | 11,388 |
| From 2.5% to 5% | 7,740 | 7,129 |
| From 5% to 7.5% | 7,528 | 8,293 |
| From 7.5% to 10% | 1,794 | 2,019 |
| Over 10% | 59 | 201 |
| Accruals/deferrals, MTM and derivatives | 3,361 | 3,634 |
| 32,680 | 32,664 |
The maturities of financial liabilities according to the expected nominal repayment amount, as defined by contract, are the following:
| maturing by 12/31 of the year: | |||||||
|---|---|---|---|---|---|---|---|
| (millions of euros) | 2019 | 2020 | 2021 | 2022 | 2023 | After 2023 |
Total |
| Bonds | 1,783 | 1,267 | 564 | 3,086 | 2,419 | 6,730 | 15,849 |
| Loans and other financial liabilities | 3,213 | 728 | 1,275 | 873 | 437 | 4,141 | 10,667 |
| Finance lease liabilities | 141 | 141 | 140 | 115 | 117 | 932 | 1,586 |
| Total | 5,137 | 2,136 | 1,979 | 4,074 | 2,973 | 11,803 | 28,102 |
| Current financial liabilities | 2,247 | - | - | - | - | - | 2,247 |
| Total | 7,384 | 2,136 | 1,979 | 4,074 | 2,973 | 11,803 | 30,349 |
The main components of financial liabilities are commented below.
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Non-current portion | 12,091 | 13,040 |
| Current portion | 2,120 | 1,522 |
| Total carrying amount | 14,211 | 14,721 |
| Fair value adjustment and measurement at amortized cost | (362) | (335) |
| Total nominal repayment amount | 13,849 | 14,227 |
The convertible bonds include the unsecured equity-linked bond for 2,000 million euros, with a coupon of 1.125%, issued by TIM S.p.A., convertible into newly-issued ordinary shares maturing in 2022. This item was broken down as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Non-current portion | 1,893 | 1,862 |
| Current portion | 6 | 6 |
| Total carrying amount | 1,899 | 1,868 |
| Fair value adjustment and measurements at amortized cost | 101 | 132 |
| Total nominal repayment amount | 2,000 | 2,000 |
The nominal repayment amount of bonds and convertible bonds totaled 15,849 million euros, down by 378 million euros compared to December 31, 2017 (16,227 million euros) as a result of new issues and repayments in 2018.
The following table lists the bonds issued by TIM S.p.A., expressed at the nominal repayment amount, net of bond repurchases, and also at market value:
| Currency | Amount (millions) |
Nominal repayment amount (millions of euros) |
Coupon | Issue date |
Maturity date |
Issue price (%) |
Market price at 12/31/18 (%) |
Market value at 12/31/18 (millions of euros) |
|---|---|---|---|---|---|---|---|---|
| Bonds issued | ||||||||
| Euro | 832.4 | 832.4 | 5.375% | 1/29/04 | 1/29/19 | 99.070 | 100.486 | 836 |
| GBP | 850 | 950.2 | 6.375% | 6/24/04 | 6/24/19 | 98.850 | 101.761 | 967 |
| Euro | 719.4 | 719.4 | 4.000% | 12/21/12 | 1/21/20 | 99.184 | 103.331 | 743 |
| Euro | 547.5 | 547.5 | 4.875% | 9/25/13 | 9/25/20 | 98.966 | 106.290 | 582 |
| Euro | 563.6 | 563.6 | 4.500% | 1/23/14 | 1/25/21 | 99.447 | 105.849 | 597 |
| Euro | (a) 202.7 | 202.7 | 6 month Euribor (base 365) | 1/1/02 | 1/1/22 | 100 | 100 | 203 |
| Euro | 883.9 | 883.9 | 5.250% | 2/10/10 | 2/10/22 | 99.295 | 108.430 | 958 |
| Euro | (b) 2,000 | 2,000 | 1.125% | 3/26/15 | 3/26/22 | 100 | 93.934 | 1,879 |
| Euro | 1,000 | 1,000 | 3.250% | 1/16/15 | 1/16/23 | 99.446 | 102.010 | 1,020 |
| GBP | 375 | 419.2 | 5.875% | 5/19/06 | 5/19/23 | 99.622 | 104.518 | 438 |
| Euro | 1,000 | 1,000 | 2.500% | 1/19/17 | 7/19/23 | 99.288 | 98.417 | 984 |
| Euro | 750 | 750 | 3.625% | 1/20/16 | 1/19/24 | 99.632 | 103.328 | 775 |
| USD | 1,500 | 1,310 | 5.303% | 5/30/14 | 5/30/24 | 100 | 95.530 | 1,251 |
| Euro | 1,000 | 1,000 | 3.000% | 9/30/16 | 9/30/25 | 99.806 | 97.468 | 975 |
| Euro | 750 | 750 | 2.875% | 6/28/16 | 1/28/26 | 100 | 95.218 | 714 |
| Euro | 1,000 | 1,000 | 3.625% | 5/25/16 | 5/25/26 | 100 | 99.952 | 1,000 |
| Euro | 1,250 | 1,250 | 2.375% | 10/12/17 | 10/12/27 | 99.185 | 89.357 | 1,117 |
| Euro | 670 | 670 | 5.250% | 3/17/05 | 3/17/55 | 99.667 | 97.104 | 651 |
| Total | 15,849 | 15,690 |
(a) Reserved for employees.
(c) Bond convertible into newly-issued TIM S.p.A. ordinary treasury shares.
The regulations and/or Offering Circulars relating to the bonds described above are available on the corporate website at the address: www.telecomitalia.com.
The change in bonds during 2018 was as follows:
| Currency | Amount | Issue date |
|---|---|---|
| Euro | 750 | 6/28/2018 |
| Currency | Amount | Repayment date |
| Euro | 593 | 5/25/2018 |
| Euro | 582 | 12/14/2018 |
(2) Net of buy-backs totaling 168 million euros made by the company in 2015.
Medium/long-term amounts due to banks totaled 2,854 million euros (2,853 million euros at December 31, 2017). Short-term amounts due to banks totaled 1,459 million euros, down by 207 million euros (1,666 million euros at December 31, 2017) and included 924 million euros of the current portion of medium/long-term amounts due to banks.
Short-term payables to other lenders amounted to 60 million euros (85 million euros at December 31, 2017). Medium/long-term payables to subsidiaries amounted to 4,174 million euros, showing a decrease of 1,796 million euros compared to December 31, 2017 (5,970 million euros). They consisted of loans obtained from Telecom Italia Capital S.A. (2,565 million euros) and from Telecom Italia Finance S.A. (1,609 million euros), following the issues of bonds placed by the financial companies of the Group on the United States and Luxembourg markets.
Short-term payables to subsidiaries amounted to 3,572 million euros and increased by 3,041 million euros compared to December 31, 2017 (531 million euros). They consist of:
Medium/long-term finance lease liabilities totaled 1,445 million euros (1,856 million euros at December 31, 2017) and mainly related to property leases recognized under IAS 17 using the financial method. Short-term finance lease liabilities amounted to 159 million euros (147 million euros at December 31, 2017) and referred to the current portion of medium/long-term finance lease liabilities. In view of the real estate rationalization plan currently underway and the consequent reconsideration of the likelihood of exercising the option of renewing the real-estate lease agreements at expiry, the liability and the value of the assets held under finance lease were written down by 215 million euros. Moreover, during 2018, 47 million euros of higher debt for finance leases and higher tangible assets were posted, following the recognition of additional vehicle lease agreements in accordance with IAS 17.
Hedging derivatives relating to hedged items classified as non-current liabilities of a financial nature amounted to 1,423 million euros (1,870 million euros at December 31, 2017). Hedging derivatives relating to hedged items classified as current liabilities of a financial nature amounted to 362 million euros (143 million euros at December 31, 2017).
Medium/long-term non-hedging derivatives amounted to 897 million euros (1,016 million euros at December 31, 2017). Short-term non-hedging derivatives amounted to 165 million euros (97 million euros at December 31, 2017). These line items include the measurement of transactions which TIM S.p.A. carries out with banking counterparts to service the companies of the Group in its exclusive role as the centralized treasury function, and are offset in full by the corresponding items classified as financial assets. Further details are provided in the Note "Derivatives".
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(1) ; furthermore, the repayment of the bonds and the payment of interest are not covered by specific guarantees nor are there commitments provided relative 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.
With regard to loans taken out by TIM S.p.A. with the European Investment Bank (EIB), at December 31, 2018, the nominal amount of outstanding loans amounted to 1,350 million euros, of which 800 million euros at direct risk and 550 million euros secured.
EIB loans not secured by bank guarantees for a nominal amount equal to 800 million euros are subject to the following covenants:
EIB loans secured by banks or entities approved by the EIB for a total nominal amount of 550 million euros, and direct risk loans are subject to the following covenants:
The loan agreements of TIM S.p.A. do not contain financial covenants (e.g. ratios such as Debt/EBITDA, EBITDA/Interests, 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 are also found in export credit loan agreements.
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.
TIM S.p.A. Separate Financial Statements Note 13
(1) A change of control event can result in the early repayment of the convertible bond of TIM S.p.A., as further detailed below.
Finally, as at December 31, 2018, no covenant, negative pledge or other clause relating to the debt position, had in any way been breached or violated.
The following table shows committed credit lines available at December 31, 2018.
| (billions of euros) | 12/31/2018 | 12/31/2017 | ||
|---|---|---|---|---|
| Approved | Drawdowns | Approved | Drawdowns | |
| Revolving Credit Facility – maturing May 2019 | - | - | 4.0 | - |
| Revolving Credit Facility – maturing March 2020 | - | - | 3.0 | - |
| Revolving Credit Facility – maturing January 2023 | 5.0 | - | - | - |
| Total | 5.0 | 7.0 | - |
On January 16, 2018, two syndicated Revolving Credit Facilities existing at December 31, 2017 were closed in advance and replaced by a new syndicated Revolving Credit Facility for a total of 5 billion euros, maturing on January 16, 2023, currently not drawn.
At December 31, 2018, TIM had bilateral Term Loans for 1,475 million euros and overdraft facilities for 250 million euros, drawn down for the full amount.
At December 31, 2018, the three rating agencies – Standard & Poor's, Moody's and Fitch Ratings – rated TIM as follows:
| Rating | Outlook | |
|---|---|---|
| STANDARD & POOR'S | BB+ | Stable |
| MOODY'S | Ba1 | Stable |
| FITCH RATINGS | BBB- | Negative |
As required by Consob Communication DEM/6064293 of July 28, 2006, the following table presents the net financial debt at December 31, 2018 and December 31, 2017, calculated in accordance with the criteria indicated in the "Recommendations for the Consistent Implementation of European Commission Regulation implementing the Prospectus Directive", issued by the former CESR (Committee of European Securities Regulators) on February 10, 2005 (now the European Securities & Markets Authority — ESMA), and adopted by Consob.
For the purpose of determining such figure, the amount of financial liabilities has been adjusted by the effect of the relative hedging derivatives recorded in assets and the receivables arising from financial subleasing.
This table also shows the reconciliation of net financial debt determined according to the criteria indicated by ESMA and net financial debt calculated according to the criteria of the TIM Group and presented in the Report on Operations.
| (millions of euros) | 12/31/2018 | 12/31/2017 | |
|---|---|---|---|
| Non-current financial liabilities | 24,777 | 28,467 | |
| Current financial liabilities | 7,903 | 4,197 | |
| Total gross financial debt | (a) | 32,680 | 32,664 |
| Non-current financial assets (°) | |||
| Non-current financial receivables for lease contract | (15) | (17) | |
| Non-current hedging derivatives | (385) | (310) | |
| (b) | (400) | (327) | |
| Current financial assets | |||
| Securities other than investments | (466) | (746) | |
| Financial receivables and other current financial assets | (327) | (326) | |
| Cash and cash equivalents | (885) | (771) | |
| (c) | (1,678) | (1,843) | |
| Net financial debt as per Consob communication DEM/6064293/2006 (ESMA) |
(d=a+b+c) | 30,602 | 30,494 |
| Non-current financial assets (°) | |||
| Other financial receivables and other non-current financial assets | (e) | (1,242) | (1,284) |
| Net financial debt (*) | (f=d+e) | 29,360 | 29,210 |
| Reversal of fair value measurement of derivatives and related financial liabilities/assets |
(g) | (1,307) | (1,414) |
| Adjusted net financial debt | (f+g) | 28,053 | 27,796 |
(*) As regards the effects of related party transactions on net financial debt, reference should be made to the specific table included in the Note "Related party transactions ".
(º) At December 31, 2018 and at December 31, 2017, Non-current financial assets (b + e) amounted to 1,642 million euros and 1,611 million euros, respectively.
The following additional disclosures are provided in accordance with IAS 7:
| Cash movements | Non-cash movements | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (thousands of euros) | 12/31/2017 Receipts | and/or | Payments and/or reimbursements |
Differences exchange |
Fair value |
Other changes and |
12/31/2018 | ||
| issues | rates | changes | reclassifications | ||||||
| Financial payables (medium/long-term): |
|||||||||
| Bonds | 14,562 | 750 | (1,175) | 48 | 23 | 3 | 14,211 | ||
| Convertible bonds | 1,868 | 31 | 1,899 | ||||||
| Amounts due to banks | 3,739 | 1,627 | (1,591) | 3 | 3,778 | ||||
| Other financial payables | 6,358 | 255 | (534) | 50 | 1 | 6,130 | |||
| (a) | 26,527 | 2,632 | (3,300) | 98 | 23 | 38 | 26,018 | ||
| of which short-term | 2,802 | 5,006 | |||||||
| Finance lease liabilities | |||||||||
| (medium/long-term): | 2,003 | 91 | (234) | (256) | 1,604 | ||||
| (b) | 2,003 | 91 | (234) | − | − | (256) | 1,604 | ||
| of which short-term | 147 | 159 | |||||||
| Other financial | |||||||||
| liabilities (medium/long-term): |
|||||||||
| Hedging derivative liabilities relating to |
|||||||||
| hedged items classified | |||||||||
| as non-current | |||||||||
| assets/liabilities of a financial nature |
1,927 | (28) | (146) | (3) | 1,750 | ||||
| Non-hedging derivatives | 1,113 | 228 | (278) | (1) | 1,062 | ||||
| (c) | 3,040 | − | − | 200 | (424) | (4) | 2,812 | ||
| of which short-term | 154 | 341 | 1 | (4) | 492 | ||||
| Financial payables | |||||||||
| (short-term): | |||||||||
| Amounts due to banks | 780 | (245) | 535 | ||||||
| Other financial payables | 228 | 1,448 | 1,676 | ||||||
| Hedging derivative | |||||||||
| liabilities relating to hedged items classified |
|||||||||
| as current | |||||||||
| assets/liabilities of a financial nature |
86 | (52) | 3 | (2) | 35 | ||||
| (d) | 1,094 | − | − | (52) | 3 | 1,201 | 2,246 | ||
| Total Financial | |||||||||
| liabilities (Gross financial debt) |
|||||||||
| (e=a+b+c+d) | 32,664 | 2,723 | (3,534) | 246 | (398) | 979 | 32,680 | ||
| Hedging derivative receivables relating to hedged items classified |
|||||||||
| as current and non current assets/liabilities of a financial nature |
(f) | 389 | 70 | 1 | 4 | 464 | |||
| Non-hedging derivative | |||||||||
| receivables | (g) | 1,114 | 228 | (278) | (2) | 1,062 | |||
| Total | (h=e-f-g) | 31,161 | 2,723 | (3,534) | (52) | (121) | 977 | 31,154 |
In relation to "Exchange rate differences", the line item "Hedging derivative liabilities relating to hedged items classified as current assets/liabilities of a financial nature" referred to the hedging of bonds issued in US dollars by Telecom Italia Capital S.A., which were acquired on the market on July 20, 2015 and are held in portfolio by TIM S.p.A.. The bonds have not been presented in the table shown above as their presentation is not required under new paragraph 44 of IAS 7 (they are not assets hedging liabilities arising from financial assets).
As reported in the Note "Financial Risk Management" of the consolidated financial statements of the TIM Group, TIM S.p.A. adheres to the Guidelines on "Management and control of financial risk" established for the Group. The risk management policies of TIM S.p.A. observe the policies for the diversification of risks identified for the Group.
An optimum fixed-rate and variable-rate debt composition is defined for the entire Group and is not established for the individual companies.
As for the exchange rate risk on financial payables contracted by TIM S.p.A. denominated in currencies other than euro, such risk is hedged in full.
Derivative financial instruments are designated as fair value hedges for managing exchange rate and interest rate risk on instruments denominated in currencies other than euro and for managing interest rate risk on fixedrate loans in euros. Derivative financial instruments are designated as cash flow hedges when the objective is to pre-set the exchange rate of future transactions and the interest rate.
All derivative financial instruments are entered into with leading banking and financial counterparts whose credit ratings are constantly monitored to reduce the credit risk.
TIM S.p.A. has current account transactions with subsidiaries, as part of its treasury services which are conducted at market rates, and multi-year loan agreements with them which are also at market rates.
The change in interest rates on the variable component of payables and liquidity may lead to higher or lower finance income and expenses, while the changes in the level of the expected interest rate affect the fair value measurement of TIM S.p.A. derivatives. In particular:
As for the allocation of the financial structure between the fixed-rate component and the variable-rate component, for both financial assets and liabilities, reference should be made to the following tables. They show the nominal repayment/investment amount (insofar as that amount expresses the effective interest rate exposure of the Group) and, as far as financial assets are concerned, the intrinsic nature (financial characteristics and duration) of the transactions under consideration rather than just the stated contractual terms alone. Bearing that in mind, a transaction whose characteristics (short or very short time frame and frequent renewal) are such that the interest rate is periodically reset on the basis of market parameters, even though the contract does not call for re-fixing the interest rate (such as in the case of bank deposits, Euro Commercial Papers and receivables on sales of securities), has been considered in the category of variable rate.
| 12/31/2018 | 12/31/2017 | ||||||
|---|---|---|---|---|---|---|---|
| (millions of euros) | Fixed rate | Variable rate |
Total | Fixed rate | Variable rate |
Total | |
| Bonds | 11,312 | 4,537 | 15,849 | 11,689 | 4,438 | 16,227 | |
| Loans and other financial liabilities (*) |
9,486 | 5,014 | 14,500 | 9,220 | 4,163 | 13,383 | |
| Total | 20,798 | 9,551 | 30,349 | 20,909 | 8,701 | 26,610 |
(*) At December 31, 2018, current liabilities totaled 2,247 million euros, of which 1,451 million euros at variable rates (1,097 million euros at December 31, 2016, of which 722 million euros at variable rates).
| 12/31/2018 | 12/31/2017 | ||||||
|---|---|---|---|---|---|---|---|
| (millions of euros) | Fixed rate | Variable rate |
Total | Fixed rate | Variable rate |
Total | |
| Cash and cash equivalents | - | 885 | 885 | - | 871 | 871 | |
| Securities | 431 | - | 431 | 720 | - | 720 | |
| Other receivables | 779 | 361 | 1,140 | 602 | 135 | 737 | |
| Total | 1,210 | 1,246 | 2,456 | 1,322 | 1,006 | 2,328 |
With regard to variable-rate financial instruments, the contracts provide for revisions of the relative parameters to take place within the subsequent 12 months.
As to the effective interest rate, for the categories where that parameter can be determined, such parameter refers to the original transaction net of the effect of any derivative hedging instruments. The disclosure, since it is provided by class of financial asset and liability, was determined, for purposes of calculating the weighted average, using the carrying amount adjusted by accruals, prepayments, deferrals and changes in fair value: this is therefore the amortized cost, net of accruals and any changes in fair value as a consequence of hedge accounting.
| 12/31/2018 | 12/31/2017 | ||||
|---|---|---|---|---|---|
| (millions of euros) | Adjusted carrying amount |
Effective interest rate (%) |
Adjusted carrying amount |
Effective interest rate (%) |
|
| Bonds | 15,677 | 4.06 | 16,013 | 4.20 | |
| Loans and other financial liabilities | 13,642 | 3.15 | 13,018 | 3.41 | |
| Total | 29,319 | 3.64 | 29,031 | 3.85 |
| 12/31/2018 | 12/31/2017 | ||||
|---|---|---|---|---|---|
| (millions of euros) | Adjusted carrying amount |
Effective interest rate (%) |
Adjusted carrying amount |
Effective interest rate (%) |
|
| Cash and cash equivalents | 885 | 0.02 | 871 | 0.08 | |
| Securities | 431 | 3.36 | 720 | 4.82 | |
| Other receivables | 440 | 1.51 | 335 | 0.86 | |
| Total | 1,756 | 1.21 | 1,926 | 1.99 |
As for financial assets, the weighted average effective interest rate is not essentially influenced by the existence of derivatives.
As for market risk management using derivatives, reference should be made to the Note "Derivatives".
Credit risk represents TIM's exposure to possible losses arising from the failure of commercial or financial counterparties to fulfill their assumed obligations. To measure this risk over time for impairment of financial assets (trade receivables due from customers included), the introduction of IFRS 9 required switching from the incurred loss model pursuant to IAS 39 to the expected credit loss model.
Such risk stems principally from economic and financial factors, or from the possibility that a default situation of a counterpart could arise, or from factors more strictly technical, commercial or administrative.
TIM's maximum theoretical exposure to credit risk is represented by the carrying amount of the financial assets and trade receivables recorded in the financial statements, excluding guarantees received, described in the Note "Contingent liabilities, other information, commitments and guarantees".
Risk related to trade receivables is managed using customer scoring and analysis systems. For specific categories of trade receivables, the Group also makes use of factoring, mainly on a "non-recourse" basis.
In referring to the details indicated in the Note "Trade and miscellaneous receivables and other current assets", it should be pointed out that provision charges for bad debts are recorded on specific credit positions that present an element of individual risk. On credit positions that do not have such characteristics, provision charges are recorded by customer segment according to the average uncollectibility estimated on the basis of statistics.
Financial assets other than trade receivables are written down for impairment on the basis of a general model which estimates expected credit losses over the following 12 months, or over the residual life of the asset in the event of a substantial increase in its credit risk. The expected credit loss is calculated based on the default probability and the percentage of credit that cannot be recovered in the event of a default (the loss given default).
Moreover, again for the credit risk relating to the asset components which contribute to the determination of Net financial debt it should be noted that, as per Group policy, the management of the liquidity of TIM S.p.A. is guided by conservative criteria and is principally based on money market management. As part of this management, investments are made during the year with temporary excess cash resources, which are expected to turn around within the subsequent 12-month period.
In order to limit the risk of non-fulfillment of the obligations undertaken by the counterpart, deposits were made with banking and financial institutions with a rating no lower than the investment grade; moreover, the terms of deposits are shorter than three months. With regard to the other temporary investments of liquidity, there were investments for 250 million euros in Italian Treasury Bonds.
As concerns the credit risk relating to the current asset components and with particular reference to the trade receivables, the risk is managed on two levels:
Following a specific assessment, during 2018 several improvement initiatives were launched as further reinforcement, and will be further developed over the years to come. They include replacement of the nonperforming loan management platform, introduction of a new master legal solution for mass management retail positions, and definition of several specific plans (canvasses) for handling the most critical positions. A few projects to develop new evolved models for E2E assessment, prevention, management and control of risk in a predictive logic were also started up.
TIM S.p.A. pursues the Group's objective of achieving an adequate level of financial flexibility.
Current financial assets at December 31, 2018, together with unused committed bank lines, ensure complete coverage of debt repayment obligations for the next 18-24 months.
24% of gross financial debt at December 31, 2018 (nominal repayment amount) will become due in the next 12 months.
The following tables report the contractual cash flows, not discounted to present value, relative to gross financial debt at nominal repayment amounts and the interest flows, determined using the terms and the interest and exchange rates in place at December 31, 2018. The portions of principal and interest of the hedged liabilities included both the disbursements and the receipts of the relative hedging derivatives.
| Financial liabilities – Maturities of contractually expected disbursements | |
|---|---|
| maturing by 12/31 of the year: | ||||||||
|---|---|---|---|---|---|---|---|---|
| (millions of euros) | 2019 | 2020 | 2021 | 2022 | 2023 | After 2023 |
Total | |
| Bonds | Principal | 1,783 | 1,267 | 564 | 3,086 | 2,419 | 6,730 | 15,849 |
| Interest portion | 578 | 482 | 426 | 390 | 331 | 1,540 | 3,747 | |
| Loans and other financial liabilities (*) |
Principal | 3,213 | 728 | 1,275 | 873 | 437 | 4,141 | 10,667 |
| Interest portion | 325 | 241 | 238 | 231 | 227 | 3,168 | 4,430 | |
| Finance lease liabilities | Principal | 141 | 141 | 140 | 115 | 117 | 932 | 1,586 |
| Interest portion | 89 | 82 | 74 | 66 | 60 | 286 | 657 | |
| Non-current financial liabilities (*) | Principal | 5,137 | 2,136 | 1,979 | 4,074 | 2,973 | 11,803 | 28,102 |
| Interest portion |
992 | 805 | 738 | 687 | 618 | 4,994 | 8,834 | |
| Current financial liabilities (**) | Principal | 2,247 | - | - | - | - | - | 2,247 |
| Interest portion |
1 | - | - | - | - | - | 1 | |
| Total Financial liabilities | Principal | 7,384 | 2,136 | 1,979 | 4,074 | 2,973 | 11,803 | 30,349 |
| Interest portion |
993 | 805 | 738 | 687 | 618 | 4,994 | 8,835 |
(*) These include hedging derivatives, but exclude non-hedging derivatives.
(**)These exclude non-hedging derivatives.
| maturing by 12/31 of the year: | ||||||||
|---|---|---|---|---|---|---|---|---|
| (millions of euros) | 2019 | 2020 | 2021 | 2022 | 2023 | After 2023 | Total | |
| Disbursements | 243 | 215 | 214 | 215 | 207 | 1,453 | 2,547 | |
| Receipts | (227) | (177) | (177) | (177) | (167) | (480) | (1,405) | |
| Hedging derivatives – net (receipts) disbursements |
16 | 38 | 37 | 38 | 40 | 973 | 1,142 | |
| Disbursements | 362 | 317 | 317 | 317 | 320 | 3,809 | 5,442 | |
| Receipts | (362) | (317) | (317) | (317) | (320) | (3,809) | (5,442) | |
| Non-Hedging derivatives – net (receipts) disbursements |
- | - | - | - | - | - | - | |
| Total net disbursements (receipts) |
16 | 38 | 37 | 38 | 40 | 973 | 1,142 |
In order to name the Parent as the sole counterparty of the banking system, all the derivatives of the Group, except for those relating to two banking counterparties, have been centralized under TIM S.p.A.. In the TIM S.p.A. separate financial statements, this centralization has resulted in the presence of two non-hedging derivatives for each centralized transaction (one with the bank and the other for the same amount and opposite sign with the company of the Group), while the hedging relationship remains with the subsidiary and the Group.
The flows relating to the non-hedging derivatives that were placed under centralized management have therefore been excluded from the analysis of the maturities of contractually expected disbursements for financial liabilities and the analysis of the maturities of contractually expected interest flows for derivatives, because the positions are fully offset and, consequently, are not significant for the analysis of liquidity risk.
In order to determine the fair value of derivatives, the TIM Group uses various valuation models. The mark-tomarket calculation is determined by discounting to present value the interest and notional future contractual flows using market interest rates and exchange rates.
The notional amount of IRS does not represent the amount exchanged between the parties and therefore does not constitute a measurement of credit risk exposure which, instead, is limited to the amount of the differential between the interest rates paid/received.
The market value of CCIRSs, instead, also depends on the differential between the reference exchange rate at the date of signing the contract and the exchange rate at the date of measurement, since CCIRSs imply the exchange of the reference interest and principal, in the respective currencies of denomination.
The options are measured according to the Black & Scholes or Binomial models and involve the use of various measurements factors, such as: time horizon of the life of the option, risk-free rate of return, current price, volatility and any cash flows (e.g. dividend) of the underlying instrument, and exercise price.
Derivative financial instruments are used by TIM S.p.A. to hedge its exposure to foreign exchange rate and interest rate risks and also to diversify the parameters of debt so that costs and volatility can be reduced to within predetermined operational limits.
Derivative financial instruments at December 31, 2018 are principally used to manage debt positions. They include interest rate swaps (IRS) to reduce interest rate exposure on fixed-rate and variable-rate bank loans and bonds, as well as cross currency and interest rate swaps (CCIRS), and currency forwards to convert the loans/receivables secured in different foreign currencies to the functional currency.
IRS transactions, at specified maturity dates, provide for the exchange of flows of interest with the counterparts, calculated on the notional amount, at the agreed fixed or variable rates.
The same also applies to CCIRS transactions which, in addition to the settlement of periodic interest flows, may provide for the exchange of principal, in the respective currencies of denomination, at maturity and possibly spot. In carrying out its role as the Treasury function of the Group and with the aim of centralizing all exposures with banking counterparties in just one entity (i.e. TIM S.p.A.), TIM has derivative contracts signed with banks and analogous intercompany derivative contracts with Telecom Italia Capital S.A. and Telecom Italia Finance S.A., for a notional amount of 5,015 million euros. The balance of asset and liability measurements of these contracts is equal to zero.
The hedge relationships documented in hedge accounting at TIM S.p.A. belong to four categories: i) hedging of the fair value of bond issues denominated in euro and ii) hedging of the cash flows coming from the coupon flow of bond issues denominated in currencies other than euro, iii) hedging of the cash flows coming from the flow of floating interest on intercompany loans denominated in euro, iv) hedging of the cash flows coming from the flow of floating interest on intercompany loans denominated in foreign currency.
In the first case, the hedged risk is the fair value of the bond attributable to the interest rates and the hedging derivatives are IRSs, which allow all or part of the bond coupon flow to be received against a flow of floating interest.
The current value of both instruments, underlying and derivatives, depends on the structure of the Euro market interest rates at the foundation of the calculation of the discount factors and flows of floating interest of the derivative. In particular, oscillating rates will translate as changes in the discount factor of the fixed interest expense on the underlying; on the derivative, changes in the discount factor of interest income will occur, as well as changes in the nominal flow of variable interest (only partially corrected by the discounting effect). The effects on the derivative will be opposite, in accounting terms, to the effects on the underlying.
In the second case, the hedged risk is represented by the variability in cash flows (and the repayment of the nominal amount) generated by exchange rates; hedging comprises combinations of IRS and CCIRS that synthetically transform fixed rate coupon flows into currency into fixed rate flows in euro. In this case, exchange rate oscillations will usually produce contrary effects on the underlying and on the derivative as the asset leg of the latter faithfully reflects the underlying, while the liability leg is denominated in euros and is therefore insensitive to the exchange rate.
In the third case, the hedged risk is the variability of the cash flow against the performance of Euro market interest rates. It is hedged with IRSs that allow a varying flow of interest to be collected against payment of a flow of fixed rate interest. The current value of underlying and derivatives depends on the structure of the Euro market interest rates. The fluctuations of the rates generate an impact on the nominal amount of the flow of floating rate interest of the loan (only partially corrected by the discounting effect); on the derivative, there are changes in the discount factors of the passive flow of fixed interest and changes in the nominal flow of floating interest income (only partially corrected by the discounting effect). The effects on the derivative will be opposite, in accounting terms, to the effects on the underlying.
In the fourth case, the hedged risk is the variability of the cash flows (including the nominal repayment) induced by the exchange rate in addition to the market interest rates in foreign currency; the hedge consists of IRS and CCIRS derivatives which turn floating rate in foreign currency into Euro fixed rate. In this case, exchange rate oscillations (in addition to oscillations of the interest rates in foreign currency) will usually produce contrary effects on the underlying and on the derivative as the asset leg of the latter faithfully reflects the underlying, while the liability leg is denominated in euros and is therefore insensitive to the exchange rate (and to the interest rates in foreign currency). The impacts caused on the other hand by the Euro interest rates on the liability leg of the derivative are restricted to just discounting.
The types of hedging adopted by the Group require a hedge ratio equal to 1:1, as the types of risk hedged (interest rate and exchange risks) are such as to generate economic effects on the underlying instruments that can only be offset by the same notional quantities of derivative instruments.
The contractualization of derivatives to hedge financial risks takes place at arm's length and aims to fully neutralize the effects of such risks.
However, in practice, both fair value hedges and cash flows hedges, although financially perfect, cannot guarantee absolute effectiveness due to the many banks involved, the particular nature of some derivatives attributable to fixing and/or the indexing of variable parameters, and the possible imperfect correspondence of critical terms.
The following table shows the total balances of the derivative financial instruments of TIM S.p.A. at December 31, 2018 and 2017, in compliance with the requirements of IFRS 7, a move has been made from the representation of the synthetic notional value of the hedge to the current representation, where the notional amounts are shown in relation to all derivative instruments involved in hedging.
The following tables break down the financial derivatives by type of risk for each kind of hedging, separating financial assets and liabilities. For CCIRS, the notional amount refers to the contractual value in euros, for IRS in a currency other than the euro, the value is indicated at the market exchange rate.
| Type | Hedged risk | Notional amount at 12/31/2018 (millions of euros) |
Notional amount at 12/31/2017 (millions of euros) |
Spot Mark-to Market* (Clean Price) at 12/31/2018 (millions of euros) |
Spot Mark-to Market* (Clean Price) at 12/31/2017 (millions of euros) |
|---|---|---|---|---|---|
| Interest rate swaps | Interest rate risk | 4,334 | 4,334 | 52 | 2 |
| Cross Currency and Interest Rate Swaps |
Interest rate risk and currency exchange rate risk |
- | - | - | - |
| Total Fair Value Hedge Derivatives | 4,334 | 4,334 | 52 | 2 | |
| Interest rate swaps | Interest rate risk | 2,213 | 2,401 | (679) | (675) |
| Cross Currency and Interest Rate Swaps |
Interest rate risk and currency exchange rate risk |
4,061 | 4,269 | (754) | (1,003) |
| Total Cash Flow Hedge Derivatives | 6,274 | 6,970 | (1,433) | (1,678) | |
| Total Non-Hedge Accounting Derivatives | - | 3 | - | - | |
| Total TIM derivatives | 10,608 | 11,307 | 1,381 | (1,676) |
* Spot Mark-to-market above represents the market measurement of the derivative net of the accrued portion of the flow in progress.
| Fair value hedges (millions of euros) |
Accounting item | Notional amount |
Carrying amount |
Change in fair value for the year |
|
|---|---|---|---|---|---|
| Interest rate swaps | Hedging derivatives relating to hedged items classified as current (non current) assets/liabilities of a financial nature - Current / non-current assets. |
a) | 4,334 | 52 | 50 |
| Assets | 52 | ||||
| Liabilities | - | ||||
| Cross Currency and Interest Rate Swaps |
Hedging derivatives relating to hedged items classified as current (non current) assets/liabilities of a financial nature - Current / non-current assets. |
b) | - | - | - |
| Assets | - | ||||
| Liabilities | - | ||||
| Derivative instruments (spot value) | a)+b) | 4,334 | 52 | 50 | |
| Accruals | 21 | ||||
| Derivative instruments (gross value) | 73 | ||||
| Underlying instruments (1) | Bonds - Current / non-current liabilities | 4,334 | (4,368) | ||
| of which the fair value adjustment | Fair value adjustment and measurements at amortized cost |
c) | (58) | (53) | |
| Ineffectiveness | a) +b)+c) | (3) | |||
| Fair value adjustment for hedging settled in advance (2) |
(157) |
(1) Includes the amortized cost value of bonds currently hedged plus the fair value adjustment
(2) Referred to bonds no longer hedged, which are therefore not presented in the table.
| Cash flow hedges (millions of euros) |
Accounting item | Notional amount |
Carrying amount |
Change in fair value |
Change in cumulativ e fair value |
|
|---|---|---|---|---|---|---|
| Interest rate swaps | Hedging derivatives relating to hedged items classified as current assets/liabilities of a financial nature - Current / non-current assets. |
a) | 2,213 | (679) | (4) | |
| Assets | 62 | (21) | ||||
| Liabilities | (741) | 17 | ||||
| Cross Currency and Interest Rate Swaps |
Hedging derivatives relating to hedged items classified as current assets/liabilities of a financial nature - Current / non-current assets. |
b) | 4,061 | (754) | 249 | |
| Assets | 236 | 61 | ||||
| Liabilities | (990) | 188 | ||||
| Derivative instruments (spot value) |
a)+b) | 6,274 | (1,433) | 245 | ||
| Accruals | 39 | |||||
| Derivative instruments (gross value) |
(1,394) | |||||
| of which equity reserve gains and losses |
107 | |||||
| Determination of ineffectiveness | ||||||
| Change in derivatives | c) | (688) | ||||
| Underlying instruments (3) | d) | 688 | ||||
| Ineffectiveness (4) | Positive fair value adjustment of financial derivatives - non-hedging |
c)+d) | (8) | |||
| Equity reserve | ||||||
| Equity reserve balance | (1,304) |
| Equity reserve balance | (1,304) | ||
|---|---|---|---|
| of which due to the fair value of hedging settled in advance |
25 | ||
| Reclassification to P&L | Negative reversal of the reserve for the fair value adjustment of hedging derivatives (cash flow hedges) |
- |
(3) Hypothetical derivatives used in measuring the effectiveness of cash flow hedges.
(4) The ineffectiveness, due to its nature and calculation, does not necessarily coincide with the difference in cumulative changes in the fair value of derivatives and the underlying; the effect due to the adoption of CVA/DVA is not considered
The transactions hedged by cash flow hedges will generate cash flows and produce economic effects in the income statement in the periods indicated in the following table:
| Currency of denomination |
Notional amount in currency of denomination (millions) |
Start of period |
End of period |
Rate applied | Interest period |
Notional in euro hedging (millions) |
Rate in euro hedging |
|---|---|---|---|---|---|---|---|
| GBP | 850 Jan-19 | Jun-19 | 6.375% | Annually | 1,214 | 5.311% | |
| GBP | 375 Jan-19 | May-23 | 5.875% | Annually | 552 | 5.535% | |
| JPY | 20,000 Jan-19 | Oct-29 6 month JPY Libor + 0.94625% Semiannually | 174 | 5.940% | |||
| USD | 1,000 Jan-19 | Nov-33 | 3 month USD Libor + 0.756% | Quarterly | 849 | 5.994% | |
| USD | 1,500 Jan-19 | May-24 | 5.303% Semiannually | 1,099 | 4.226% | ||
| USD* | 240 Jan-19 | Jun-19 | 7.175% Semiannually | 174 | 6.709% | ||
| EURO | 794 Jan-19 Sept-34 | 6 month Euribor + 0.8787% Semiannually | 794 | 4.332% | |||
| EURO | 791 Jan-19 | July-36 | 6 month Euribor + 1.45969% Semiannually | 791 | 5.884% |
* Financial asset.
The method selected to test the effectiveness retrospectively and, whenever the principal terms do not fully coincide, prospectively, for Cash Flow Hedge derivatives, is the Volatility Risk Reduction (VRR) Test. This test assesses the ratio between the portfolio risk (where the portfolio means the derivative and the item hedged) and the risk of the hedged item taken separately. In essence, the portfolio risk must be significantly less than the risk of the hedged item.
For the purposes of the comparative information between the carrying amounts and fair value of financial instruments, required by IFRS 7, the majority of the non-current financial liabilities of TIM consist of bonds, whose fair value is directly observable in the financial markets, as they are financial instruments that due to their size and diffusion among investors, are commonly traded on the relevant markets (see the Note "Financial Liabilities (non-current and current)"). For other types of financing, however, the following assumptions have been made in determining fair value:
Lastly, for the majority of financial assets, their carrying amount constitutes a reasonable approximation of their fair value since these are short-term investments that are readily convertible into cash.
The fair value measurement of the financial instruments of TIM is classified according to the three levels set out in IFRS 7. In particular, the fair value hierarchy introduces the following levels of input:
The following tables state:
| Acronym | ||
|---|---|---|
| Financial assets measured at: | ||
| Amortized cost | Amortized cost | AC |
| Fair value through other comprehensive income | Fair value through other comprehensive income | FVTOCI |
| Fair value through profit or loss | Fair value through profit or loss | FVTPL |
| Financial liabilities measured at: | ||
| Amortized cost | Amortized cost | AC |
| Fair value through profit or loss | Fair value through profit or loss | FVTPL |
| Hedging Derivatives | Hedging Derivatives | HD |
| Not applicable | Not applicable | n.a. |
| Loans and Receivables | Loans and Receivables | LaR |
|---|---|---|
| Financial assets Held-to-Maturity | Financial assets Held-to-Maturity | HtM |
| Available-for-Sale financial assets | Financial assets Available-for-Sale | AfS |
| Financial Assets/Liabilities Held for Trading | Financial Assets/Liabilities Held for Trading | FAHfT/FLHfT |
| Financial Liabilities at Amortized Cost | Financial Liabilities at Amortized Cost | FLAC |
| Hedging Derivatives | Hedging Derivatives | HD |
| Not applicable | Not applicable | n.a. |
| (millions of euros) | IFRS 9 | note | Carrying | Amortized | Amounts recognized in financial statements Fair value |
Fair value | Level 1 | Levels of hierarchy or Level 2 |
Level 3 | Amounts | Fair Value at |
|---|---|---|---|---|---|---|---|---|---|---|---|
| categories | amount in financial statements at |
cost | recognized in the statements of comprehensive |
recognized in the separate income |
recognized in financial statements according |
12/31/2018 | |||||
| 12/31/2018 | income | statement | to IAS 17 | ||||||||
| ASSETS | |||||||||||
| Financial assets measured at | |||||||||||
| amortized cost Non-current assets |
AC | 4,051 | 4,051 | − | − | 4,051 | |||||
| Receivables from employees | 7) | 39 | 39 | ||||||||
| Other financial receivables | 7) | 306 | 306 | ||||||||
| Miscellaneous receivables from | 8) | 10 | 10 | ||||||||
| Current assets | |||||||||||
| Receivables from employees | 7) | 13 | 13 | ||||||||
| Other short-term financial i |
7) | 6 | 6 | ||||||||
| Cash and cash equivalents | 7) | 885 | 885 | ||||||||
| Trade receivables | 11) | 2,625 | 2,625 | ||||||||
| Miscellaneous receivables from | 11) | 121 | 121 | ||||||||
| Contract assets | 11) | 46 | 46 | ||||||||
| Financial assets measured at fair value through other comprehensive income |
FVTOCI | 499 | − | 499 | − | 499 | |||||
| Non-current assets | |||||||||||
| Other investments | 6) | 33 | 33 | 3 | 16 | 14 | |||||
| Securities other than | 7) | ||||||||||
| i Current assets |
|||||||||||
| Trade receivables | 11) | − | − | ||||||||
| Securities other than | 7) | 466 | 466 | 466 | |||||||
| i Financial assets measured at fair |
|||||||||||
| value through profit or loss | FVTPL | 1,062 | − | − | 1,062 | 1,062 | |||||
| Non-current assets | |||||||||||
| Non-hedging derivatives | 7) | 897 | 897 | 897 | |||||||
| Current assets | |||||||||||
| Securities other than i |
7) | ||||||||||
| Non-hedging derivatives | 7) | 165 | 165 | 165 | |||||||
| Hedging Derivatives | HD | 464 | − | 391 | 73 | 464 | |||||
| Non-current assets | |||||||||||
| Hedging Derivatives | 7) | 385 | 333 | 52 | 385 | ||||||
| Current assets | |||||||||||
| Hedging Derivatives | 7) | 79 | 58 | 21 | 79 | ||||||
| Financial receivables for lease | |||||||||||
| contracts | n.a. | 79 | − | − | − | 79 | 79 | ||||
| Non-current assets | 7) | 15 | 15 | ||||||||
| Current assets | 7) | 64 | 64 | ||||||||
| Total | 6,155 | 4,051 | 890 | 1,135 | 469 | 1,542 | 14 | 79 | 6,155 |
The financial instruments belonging to hierarchy level 3 of fair value are represented by the following Other investments recognized as Non-current assets, for which directly or indirectly observable prices on the market are not available:
Banca UBAE, Istituto Europeo di Oncologia and the other minor companies were measured on the basis of an analysis, deemed reliable, of the financial elements recognized.
In 2018, there were no effects on the income statement deriving from the measurement of financial instruments at fairvalue hierarchy level 3.
The profit/(loss) recognized in Other components of the Statements of Comprehensive Income were recognized within the scope of the Reserve for financial assets measured at fair value through other comprehensive income.
| (millions of euros) | IFRS 9 categories |
note | Carrying amount in financial statements at 12/31/2018 |
Amortized cost |
Amounts recognized in financial statements Fair value recognized in the statements of comprehensive income |
Fair Value taken to separate income statements |
Levels of hierarchy of fair value Level 1 |
or Level 2 |
Amounts recognized in financial statements according to IAS 17 |
Fair Value at 12/31/2018 |
|---|---|---|---|---|---|---|---|---|---|---|
| LIABILITIES | ||||||||||
| Financial liabilities measured at amortized cost |
FLAC/HD | 31,685 | 31,685 | 31,689 | ||||||
| Non-current liabilities | ||||||||||
| Financial payables (medium/long- | 13) | 21,012 | 21,012 | |||||||
| Current liabilities | ||||||||||
| Financial payables (short-term) | 13) | 7,217 | 7,217 | |||||||
| Trade and miscellaneous payables | 21) | 3,267 | 3,267 | |||||||
| d h li bili i Contract liabilities |
21) | 189 | 189 | |||||||
| Financial liabilities measured at fair value through profit or loss |
FLHfT | 1,062 | 1,062 | 1,062 | ||||||
| Non-current liabilities | ||||||||||
| Non-hedging derivatives | 13) | 897 | 897 | 897 | ||||||
| Current liabilities | ||||||||||
| Non-hedging derivatives | 13) | 165 | 165 | 165 | ||||||
| Hedging Derivatives | HD | 1,785 | 1,785 | − | 1,785 | |||||
| Non-current liabilities | ||||||||||
| Hedging Derivatives | 13) | 1,423 | 1,423 | 1,423 | ||||||
| Current liabilities | ||||||||||
| Hedging Derivatives | 13) | 362 | 362 | 362 | ||||||
| Finance lease liabilities | n.a. | 1,604 | 1,604 | 3,015 | ||||||
| Non-current liabilities | 13) | 1,445 | 1,445 | |||||||
| Current liabilities | 13) | 159 | 159 | |||||||
| Total | 36,136 | 31,685 | 1,785 | 1,062 | − | 2,847 | 1,604 | 37,551 |
The following tables state the financial assets and liabilities at 1/1/2018 broken down by:
new category determined in compliance with IFRS 9.
original category determined in compliance with IAS 39;
| ASSETS Financial assets measured at amortized cost 3,977 4,058 AC LaR Non-current assets · Receivables from employees 43 43 7) · Other financial receivables 225 225 7) · Miscellaneous receivables (non-current) 12 12 8) Current assets · Receivables from employees 14 14 7) · Other short-term financial receivables 102 102 7) · Cash and cash equivalents 771 771 7) · Trade receivables 2,631 2,745 11) · Other receivables (current) 146 146 11) · Contract assets 33 − 11) Financial assets measured at fair value through other comprehensive income 781 779 FVTOCI AfS Non-current assets · Other investments 35 33 6) · Securities other than investments − − 7) Current assets · Trade receivables (*) − 11) · Securities other than investments 746 746 7) Financial assets measured at fair value through profit or loss 1,114 1,114 FVTPL FAHfT Non-current assets · Non-hedging derivatives 1,016 1,016 7) Current assets · Securities other than investments − − 7) · Non-hedging derivatives 98 98 7) Hedging Derivatives 389 389 HD HD Non-current assets · Hedging derivatives 310 310 7) Current assets · Hedging derivatives 79 79 7) Financial receivables for lease contracts 50 50 n.a. n.a. Non-current assets 17 17 7) Current assets 33 33 7) Total 6,311 6,390 |
(millions of euros) | IFRS 9 categories |
note | Carrying amount in financial statements at 1/1/2018 according to the new IFRS 9 category (*) |
Original IAS 39 categories |
Carrying amount in financial statements at 12/31/2017 according to the original IAS 39 category |
|---|---|---|---|---|---|---|
(*) For additional details, please refer to what is explained in the Note "Accounting standards" and in the respective notes
| (millions of euros) | IFRS 9 categories |
note | Carrying amount in financial statements at 1/1/2018 according to the new IFRS 9 category (*) |
Original IAS 39 categories |
Carrying amount in financial statements at 12/31/2017 according to the original IAS 39 category |
|---|---|---|---|---|---|
| LIABILITIES | |||||
| Financial liabilities measured at amortized cost | AC/HD | 31,166 | FLAC/HD | 31,136 | |
| Non-current liabilities | |||||
| · Financial payables (medium/long- term) |
13) | 23,725 | 23,725 | ||
| Current liabilities | |||||
| · Financial payables (short-term) |
13) | 3,810 | 3,810 | ||
| · Trade and miscellaneous payables and other current liabilities |
21) | 3,601 | 3,601 | ||
| · Contract liabilities |
21) | 30 | − | ||
| Financial liabilities measured at fair value through profit or loss |
FVTPL | 1,113 | FLHfT | 1,113 | |
| Non-current liabilities | − | − | |||
| · Non-hedging derivatives |
13) | 1,016 | 1,016 | ||
| Current liabilities | − | − | |||
| · Non-hedging derivatives |
13) | 97 | 97 | ||
| Hedging Derivatives | HD | 2,013 | HD | 2,013 | |
| Non-current liabilities | − | − | |||
| · Hedging derivatives |
13) | 1,870 | 1,870 | ||
| Current liabilities | − | − | |||
| · Hedging derivatives |
13) | 143 | 143 | ||
| Finance lease liabilities | n.a. | 2,003 | n.a. | 2,003 | |
| Non-current liabilities | 13) | 1,856 | 1,856 | ||
| Current liabilities | 13) | 147 | 147 | ||
| Total | 36,295 | 36,265 |
(*) For additional details, please refer to what is explained in the Note "Accounting standards" and in the respective notes
| Amounts recognized in financial statements according to IAS 39 |
Levels of hierarchy or of fair value |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of euros) | IAS 39 Categories |
note | Carrying amount in financial statements at 12/31/2017 |
Amortized cost |
Cost | Fair value taken to equity |
Fair value recognized in the income statement |
Level 1 |
Level 2 |
Amounts recognized in financial statements according to IAS 17 |
Fair Value at 12/31/2017 |
| ASSETS | |||||||||||
| Loans and Receivables | LaR | 4,058 | 4,058 | 4,058 | |||||||
| Non-current assets | |||||||||||
| Receivables from employees | 7) | 43 | 43 | ||||||||
| Other financial receivables | 7) | 225 | 225 | ||||||||
| Miscellaneous receivables | 8) | 12 | 12 | ||||||||
| f Current assets |
− | ||||||||||
| Receivables from employees | 7) | 14 | 14 | ||||||||
| Other short-term financial | 7) | 102 | 102 | ||||||||
| i Cash and cash equivalents |
7) | 771 | 771 | ||||||||
| Trade receivables | 11) | 2,745 | 2,745 | ||||||||
| Miscellaneous receivables | 11) | 146 | 146 | ||||||||
| f h ( ) Available-for-Sale financial assets |
AfS | 779 | 10 | 769 | 779 | ||||||
| Non-current assets | |||||||||||
| Other investments | 6) | 33 | 10 | 23 | 3 | 20 | |||||
| Securities other than | 7) | − | |||||||||
| i Current assets |
|||||||||||
| Securities other than investments available-for- |
7) | 746 | 746 | 746 | |||||||
| Financial assets at fair value through profit or loss held for trading |
FAHfT | 1,114 | 1,114 | 1,114 | |||||||
| Non-current assets | |||||||||||
| Non-hedging derivatives | 7) | 1,016 | 1,016 | 1,016 | |||||||
| Current assets | |||||||||||
| Non-hedging derivatives | 7) | 98 | 98 | 98 | |||||||
| Hedging Derivatives | HD | 389 | 347 | 42 | 389 | ||||||
| Non-current assets | |||||||||||
| Hedging Derivatives | 7) | 310 | 289 | 21 | 310 | ||||||
| Current assets | |||||||||||
| Hedging Derivatives | 7) | 79 | 58 | 21 | 79 | ||||||
| Financial receivables for lease contracts |
n.a. | 50 | 50 | 50 | |||||||
| Non-current assets | 7) | 17 | 17 | ||||||||
| Current assets | 7) | 33 | 33 | ||||||||
| Total | 6,390 | 4,058 | 10 1,116 | 1,156 | 749 1,523 | 50 | 6,390 |
| Amounts recognized in financial statements according to IAS 39 |
Levels of hierarchy or of fair value |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of euros) | IAS 39 Categories |
note | Carrying amount in financial statements at 12/31/2017 |
Amortized cost |
Cost | Fair value taken to equity |
Fair value recognized in the income statement |
Level 1 |
Level 2 |
Amounts recognized in financial statements according to IAS 17 |
Fair Value at 12/31/2017 |
| LIABILITIES | |||||||||||
| Financial Liabilities at Amortized Cost |
FLAC/HD | 31,136 | 31,136 | 32,613 | |||||||
| Non-current liabilities | |||||||||||
| Financial payables | 13) | 23,725 | 23,725 | ||||||||
| i Current liabilities |
|||||||||||
| Financial payables (short- | 13) | 3,810 | 3,810 | ||||||||
| Trade and miscellaneous payables and other current |
21) | 3,601 | 3,601 | ||||||||
| Financial liabilities at fair value through profit or loss held for trading |
FLHfT | 1,113 | 1,113 | 1,113 | |||||||
| Non-current liabilities | |||||||||||
| Non-hedging derivatives | 13) | 1,016 | 1,016 | 1,016 | |||||||
| Current liabilities | |||||||||||
| Non-hedging derivatives | 13) | 97 | 97 | 97 | |||||||
| Hedging Derivatives | HD | 2,013 | 1,995 | 18 | 2,013 | ||||||
| Non-current liabilities | |||||||||||
| Hedging derivatives | 13) | 1,870 | 1,852 | 18 | 1,870 | ||||||
| ( di /l ) Current liabilities |
|||||||||||
| Hedging derivatives (short- | 13) | 143 | 143 | − | 143 | ||||||
| ) Finance lease liabilities |
n.a. | 2,003 | 2,003 | 3,177 | |||||||
| Non-current liabilities | 13) | 1,856 | 1,856 | ||||||||
| Current liabilities | 13) | 147 | 147 | ||||||||
| Total | 36,265 | 31,136 | 1,995 | 1,131 | − 3,126 | 2,003 | 38,916 |
| (millions of euros) | IFRS 9 categories | Net gains/(losses) 2018(1) | of which interest |
|---|---|---|---|
| Assets measured at amortized cost | AC | (405) | 7 |
| Assets and liabilities measured at fair value through profit or loss |
FVTPL | 24 | |
| Assets and liabilities measured at fair value recognized in the statements of comprehensive income |
FVTOCI | 37 | |
| Financial Liabilities at Amortized Cost | AC | (999) | (929) |
| Total | (1,343) | (922) |
(1) Of which 4 million euros relating to fees and expenses not included in the effective interest rate calculation on financial assets/liabilities other than those at fair value through profit or loss.
| (millions of euros) | IAS 39 Categories | Net gains/(losses) 2017(1) | of which interest |
|---|---|---|---|
| Loans and Receivables | LaR | (358) | 4 |
| Available-for-Sale financial assets | AfS | 38 | |
| Assets/Liabilities Held for Trading | FAHfT/FLHfT | (20) | |
| Financial Liabilities at Amortized Cost | FLAC | (1,081) | (1,006) |
| Total | (1,421) | (1,002) |
(1) Of which 2 million euros relates to fees and expenses not included in the effective interest rate calculation on financial assets/liabilities other than those at fair value through profit or loss.
Assets held under finance leases decreased by 197 million euros compared to December 31, 2017. The breakdown and movements are as follows.
| (millions of euros) | 12/31/2016 | Increase/ Present value |
Decrease 12/31/2017 | |
|---|---|---|---|---|
| Provision for employee severance indemnities | 965 | (1) | (51) | 913 |
| Provision for termination benefit incentives and corporate restructuring |
324 | 685 | (172) | 837 |
| Provision for pension and other plans | 4 | (4) | - | |
| Total | 1,293 | 684 | (227) | 1,750 |
| of which: | ||||
| non-current portion | 1,274 | 1,661 | ||
| current portion (*) | 19 | 89 |
(*) The current portion refers only to the Provision for termination benefit incentives.
| (millions of euros) | 12/31/2017 | Increase/ Present value |
Decrease | 12/31/2018 |
|---|---|---|---|---|
| Provision for employee severance indemnities | 913 | (7) | (59) | 847 |
| Provision for termination benefit incentives and corporate restructuring |
837 | 203 | (334) | 706 |
| Provision for pension and other plans | - | |||
| Total | 1,750 | 196 | (393) | 1,553 |
| of which: | ||||
| non-current portion | 1,661 | 1,502 | ||
| current portion (*) | 89 | 51 |
(*) The current portion refers only to the Provision for termination benefit incentives.
The Provision for employee severance indemnities (T.F.R.) fell by a total of 66 million euros. The reduction of 59 million euros under "Decreases" refers to ordinary advances and uses paid during the year to employees who terminated employment. The lower cost of the item "increases/discounting" mainly includes the following:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| (Positive)/negative effect of curtailment | - | (6) |
| Finance expenses | 12 | 13 |
| Net actuarial (gains) losses recognized during the year | (21) | (8) |
| Total expenses (income) | (9) | (1) |
| Effective return on plan assets | there are no assets servicing the plan |
The net actuarial gains recognized at December 31, 2018, totaling 21 million euros (net actuarial gains of 8 million euros for 2017) essentially related to the change in the discount rate from the 1.30% used at December 31, 2017 to 1.57%, while the inflation rate was left unchanged (1.5% for the entire time horizon).
According to Italian law, the amount to which each employee is entitled depends on the period of service and must be paid when the employee leaves the company. The amount of severance indemnity due upon termination of employment is calculated on the basis of the period of employment and the taxable compensation of each employee. This liability is adjusted annually based on the official cost-of-living index and legally-set interest. The liability is not associated with any vesting condition or period or any funding obligation; accordingly, there are no assets servicing the provision. The liability is recognized net of the partial prepayments of the fund and the payments of the amounts obtained by employees for the reasons permitted by the applicable regulations.
In accordance with IAS 19, this provision has been recognized as a "Defined benefit plan", for the amounts due up to December 31, 2018.
Under the regulations introduced by Italian Legislative Decree 252/2005 and Law 296/2006 (the State Budget Law 2007), the severance indemnities accruing from 2008 are assigned to either the INPS Treasury Fund or to supplementary pension funds and take the form of a "Defined contribution plan". However, revaluations of the provision for the employee severance indemnities at December 31, 2006, made on the basis of the official costof-living index and legally-prescribed interest, are retained in the provision for employee severance indemnities. In application of IAS 19, the employee severance indemnities have been calculated using the "Projected Unit Credit Method" according to which:
The following assumptions have been made:
| FINANCIAL ASSUMPTIONS | Executives | Non-executives | |
|---|---|---|---|
| Inflation rate | 1.50% per annum | 1.50% per annum | |
| Discount rate | 1.57% per annum | 1.57% per annum | |
| Employee severance indemnities annual increase rate | 2.625% per annum | 2.625% per annum | |
| Annual real wage growth: | |||
| equal to or less than 40 years of age | 1.0% per annum | 1.0% per annum | |
| over 40 but equal to or less than 55 years of age | 0.5% per annum | 0.5% per annum | |
| over 55 years of age | 0.0% per annum | 0.0% per annum | |
| DEMOGRAPHIC ASSUMPTIONS | Executives | Non-executives | |
| Probability of death | RG 48 mortality tables published by "Ragioneria Generale dello Stato" |
RG 48 mortality tables published by "Ragioneria Generale dello Stato" |
|
| Probability of disability | INPS tables divided by age and sex |
INPS tables divided by age and sex |
|
| Probability of resignation: | |||
| up to 40 years of age | 6.50% | 1.00% | |
| From 41 to 50 years of age | 2.00% | 0.50% | |
| From 51 to 59 years of age | 2.00% | 0.50% | |
| From 60 to 64 years of age | 20.00% | 6.50% | |
| Over 65 years of age | None | None | |
| Probability of retirement | Reaching the minimum requisites established by the Obligatory General Insurance updated on the basis of Italian Law 214 of December 22, 2011 |
||
| Probability of receiving at the beginning of the year an advance from the provision for severance indemnities accrued equal to 70% |
1.5% per annum |
1.5% per annum |
The application of the above assumptions resulted in a liability for employee severance indemnities of 847 million euros at December 31, 2018 (913 million euros at December 31, 2017).
Reported below is a sensitivity analysis for each significant actuarial assumption adopted to calculate the liability as at year end, showing how the liability would have been affected by changes in the relevant actuarial assumption that were reasonably possible at that date, stated in amounts.
The weighted average duration of the obligation is 11.9 years.
| CHANGES IN ASSUMPTIONS | Amounts (millions of euros) |
|---|---|
| Turnover rate: | |
| + 0.25 p.p. | (2) |
| 0.25 p.p. | 2 |
| Annual inflation rate: | |
| + 0.25 p.p. | 18 |
| 0.25 p.p. | (18) |
| Annual discount rate: | |
| + 0.25 p.p. | (23) |
| 0.25 p.p. | 24 |
The provision for termination benefit incentives and corporate restructuring showed a total drop of 131 million euros as the balance between the drawdowns (334 million euros) for personnel leaving resulting from the staff leaving incentive plans already allocated in previous years and adjustment of the provision (203 million euros) for non-executive personnel affected by application of Article 4, par. 1-7ter of Italian Law 92 of June 28, 2012, the "Fornero Law", following the higher number of staff leaving during 2018 and the consequent revised staff leaving estimation for the years 2019-2020, as well as the social security changes made by Decree Law 4 January 28, 2019.
Provisions increased by 49 million euros compared to December 31, 2017. The breakdown and movements are as follows:
| (millions of euros) | 12/31/2017 | Increase | Taken to income |
Used directly Reclassifications/other changes |
12/31/2018 | |
|---|---|---|---|---|---|---|
| Provision for taxation and tax risks | 35 | 3 | (5) | (4) | 29 | |
| Provision for restoration costs | 245 | 7 | (11) | 241 | ||
| Provision for legal disputes | 515 | 104 | (47) | 4 | 576 | |
| Provision for commercial risks | 23 | 22 | (9) | 36 | ||
| Provision for risks and charges on investments and corporate-related transactions |
39 | (5) | (6) | 28 | ||
| Other provisions | 6 | 3 | (4) | (7) | 4 | 2 |
| Total | 863 | 139 | (9) | (85) | 4 | 912 |
| of which: | ||||||
| non-current portion | 595 | 581 | ||||
| current portion | 268 | 331 |
The non-current portion of provisions for risks and charges mainly related to the provision for restoration costs and some of the provision for legal disputes. More specifically, in accordance with the accounting standards, the total amount of the provision for restoration costs is calculated by re-measuring the amounts for which a probable outlay is envisaged, based on the estimated inflation rates for the individual due dates, and subsequently discounted to the reporting date based on the average cost of debt, taking into account cash outflow forecasts.
The provision for taxation and tax risks decreased by 6 million euros compared to December 31, 2017.
The provision for restoration costs related to the provision for restoration of leased real estate and sites used for mobile telephony and the dismantling of tangible assets (batteries, wooden poles). The item shows a decrease of 4 million euros compared to December 31, 2017.
The provision for legal disputes increased by 61 million euros compared to December 31, 2017, mainly following the provision associated with the sanction connected with the Golden Power case; The figure includes provisions for disputes with employees (27 million euros) and third parties (549 million euros).
The provision for commercial risks rose by 13 million euros compared to December 31, 2017, mainly following the allocations made for commercial risks.
The Provision for risks and charges on investments and corporate-related transactions decreased by 11 million euros compared to December 31, 2017.
Other provisions fell by 4 million euros compared to December 31, 2017.
I Miscellaneous payables and other non-current liabilities consisted of the following at December 31, 2018:
| (millions of euros) | 12/31/2018 | 2017 | |
|---|---|---|---|
| Miscellaneous payables (non-current) | |||
| Payables to social security agencies | 257 | 232 | |
| Payables to subsidiaries | 21 | 12 | |
| Other payables to third parties | 1,905 | 1 | |
| (a) | 2,183 | 245 | |
| Other non-current liabilities | |||
| Deferred revenues from customer contracts (Contract liabilities) | 107 | ||
| Other deferred revenue and income | 359 | ||
| Capital grants | 357 | 391 | |
| Deferred income | 655 | ||
| (b) | 823 | 1,046 | |
| Total (a+b) |
3,006 | 1,291 |
The impacts caused by the adoption of IFRS 15 are summarized below:
| (millions of euros) | 12/31/2017 | Adoption of new standards | 1/1/2018 | |
|---|---|---|---|---|
| IFRS 15 reclassifications |
Adjustments IFRS 15 |
| Miscellaneous payables (non-current) | |||||
|---|---|---|---|---|---|
| Payables to social security agencies | 232 | − | − | 232 | |
| Payables to subsidiaries | 12 | − | − | 12 | |
| Other payables to third parties | 1 | − | − | 1 | |
| (a) | 245 | − | − | 245 | |
| Other non-current liabilities | |||||
| Deferred revenues from customer contracts (Contract liabilities) |
- | 374 | (252) | 122 | |
| Other deferred revenue and income | − | 281 | − | 281 | |
| Capital grants | 391 | − | − | 391 | |
| Deferred income | 655 | (655) | − | − | |
| (b) | 1,046 | − | (252) | 794 | |
| Total | (a+b) | 1,291 | − | (252) | 1,039 |
For more detailed information on the impacts caused by the adoption of IFRS 15, please refer to the Note "Accounting Standards".
This item rose by 1,938 million euros compared to December 31, 2017 and mainly includes:
Payables to social security agencies totaling 257 million euros at December 31, 2018: related to the remaining amount due to the INPS for the application of the 2015 arrangements relating to Article 4 paragraphs 1-7ter, of Italian Law 92 of June 28, 2012, the "Fornero Law" (see the Note "Employee benefits expenses" for more details).
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Non-current payables | ||
| Due from 2 to 5 years after the end of the reporting period | 242 | 220 |
| Due beyond 5 years after the end of the reporting period | 15 | 12 |
| 257 | 232 | |
| Current payables | 167 | 49 |
| Total | 424 | 281 |
Other non-current liabilities fell by 223 million euros compared to December 31, 2017 and include:
I Trade and miscellaneous payables and other current liabilities at December 31, 2018 consisted of the following:
| (millions of euros) | 12/31/2018 | of which Financial Instruments |
12/31/2017 | of which Financial Instruments |
|
|---|---|---|---|---|---|
| Payables on construction work | (a) | 18 | 19 | ||
| Trade payables | |||||
| Payables to suppliers | 2,610 | 2,610 | 2,862 | 2,862 | |
| Payables to other telecommunication operators |
284 | 284 | 240 | 240 | |
| Payables to subsidiaries | 242 | 242 | 225 | 225 | |
| Payables to associates and joint ventures |
3 | 3 | 3 | 3 | |
| Payables to other related parties | 28 | 28 | 24 | 24 | |
| (b) | 3,167 | 3,167 | 3,354 | 3,354 | |
| Miscellaneous payables | |||||
| Payables to subsidiaries | 60 | 42 | |||
| Payables to other related parties | 23 | − | 23 | − | |
| Tax payables | 108 | 484 | |||
| Payables to social security agencies | 277 | 145 | |||
| Payables for employee compensation | 96 | 167 | |||
| Other | 169 | 100 | 228 | 170 | |
| Employee benefits (except for employee severance indemnities) for the current portion expected to be settled within 1 year |
51 | 89 | |||
| Provisions for risks and charges for the current portion expected to be settled within 1 year |
331 | 268 | |||
| (c) | 1,115 | 100 | 1,446 | 170 | |
| Other current liabilities | |||||
| Liabilities from customer contracts (Contract liabilities) |
862 | 189 | − | ||
| Customer-related items | 503 | 77 | |||
| Advances received | 68 | ||||
| Other deferred revenue and income | 76 | ||||
| Trade and miscellaneous deferred income |
460 | ||||
| (d) | 938 | 189 | 1,031 | 77 | |
| Total | (a+b+c+d) | 5,238 | 3,456 | 5,850 | 3,601 |
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial instruments".
| The impacts caused by the adoption of IFRS 15 are summarized below: | ||||
|---|---|---|---|---|
| (millions of euros) | 12/31/2017 | Adoption of new standards | 1/1/2018 | |||
|---|---|---|---|---|---|---|
| IFRS 15 reclassifications |
Adjustments IFRS 15 |
|||||
| Payables on construction work | (a) | 19 | − | − | 19 | |
| Trade payables | ||||||
| Payables to suppliers | 2,862 | − | − | 2,862 | ||
| Payables to other telecommunication operators | 240 | − | − | 240 | ||
| Payables to subsidiaries | 225 | − | − | 225 | ||
| Payables to associates and joint ventures | 3 | − | − | 3 | ||
| Payables to other related parties | 24 | − | − | 24 | ||
| (b) | 3,354 | − | − | 3,354 | ||
| Miscellaneous payables | ||||||
| Payables to subsidiaries | 42 | − | − | 42 | ||
| Payables to other related parties | 23 | − | − | 23 | ||
| Tax payables | 484 | − | − | 484 | ||
| Payables to social security agencies | 145 | − | − | 145 | ||
| Payables for employee compensation | 167 | − | − | 167 | ||
| Other | 228 | − | 228 | |||
| Employee benefits (except for employee severance indemnities) for the current portion expected to be settled within 1 year |
89 | − | − | 89 | ||
| Provisions for risks and charges for the current portion expected to be settled within 1 year |
268 | − | − | 268 | ||
| (c) | 1,446 | − | − | 1,446 | ||
| Other current liabilities | ||||||
| Liabilities from customer contracts (Contract liabilities) |
− | 927 | (121) | 806 | ||
| Customer-related items | 503 | (503) | − | − | ||
| Advances received | 68 | (68) | − | − | ||
| Other deferred revenue and income | − | 104 | − | 104 | ||
| Trade and miscellaneous deferred income | 460 | (460) | − | − | ||
| (d) | 1,031 | − | (121) | 910 | ||
| Total | (a+b+c+d) | 5,850 | − | (121) | 5,729 |
For more detailed information on the impacts caused by the adoption of IFRS 15, please refer to the Note "Accounting Standards".
Trade payables dropped by 187 million euros compared to December 31, 2017, mainly following the changes in payments relating to bills payable. In particular, we report:
Miscellaneous payables fell by 331 million euros compared to December 31, 2017 and mainly include:
Other current liabilities dropped by 93 million euros compared to December 31, 2017 and include:
A description is provided below of the most significant judicial, arbitration and tax disputes in which TIM S.p.A. was involved at December 31, 2018, as well as those that came to an end during the year.
TIM S.p.A. has posted liabilities totaling 508 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 present document 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 Antitrust Authority, please note that based on Article 15, paragraph 1 of Italian Law 287/1990 ("Antitrust regulations"), the Authority has the right to impose an administrative sanction calculated on the turnover of the Group in cases of breaches considered serious.
In December 2008 TIM received notification of the application for its committal for trial for the administrative offense specified in articles 21 and 25, subsections 2 and 4, of Legislative Decree 231/2001 in relation to the affairs that involved several former employees of the Security function and former collaborators of the Company charged – among other things – with offenses involving corruption of public officials, with the object of acquiring information from confidential files. In May 2010, TIM definitively ceased to be a defendant in the criminal trial, the Judge for the Preliminary Hearing having approved the motion for settlement of the proceedings (plea bargaining) presented by the Company. In the hearing before Section One of the Milan Court of Assizes, TIM acted in the dual role of civil party and civilly liable party. On the one hand, in fact, TIM was admitted as the civil party damaged by all the accused parties on all counts, and on the other it was charged with civil liability under Article 2049 of the Civil Code for the facts allegedly committed by the accused in relation to 32 civil parties. Telecom Italia Latam and Telecom Italia Audit & Compliance Services (now incorporated into TIM) also participated in the hearing as civil parties, having filed appearances since the Preliminary Hearing and brought charges against the defendants for hacking. After the lengthy evidence hearings, 22 civil parties filed claims for compensation, also against TIM as civilly liable party, for over 60 million euros (over 42 million euros of which requested by a single civil party). The Company itself, as civil party, also summarized its conclusions against the defendants, requesting that they be found liable for all the damages suffered as a result of the facts of the case. In February 2013, Section 1 of the Milan Court of Assizes issued the first instance judgment, sentencing the defendants to terms of imprisonment of between 7 years and 6 months and one year. The Court also recognized that there had been non-pecuniary damage to some of the civil parties as a consequence of the alleged facts, and sentenced the defendants, jointly and severally with civilly liable party TIM, to compensate said damages, totaling 270,000 euros (in part jointly and severally with Pirelli) plus legal fees; at the same time the Court also sentenced the defendants to pay compensation for pecuniary and non-pecuniary damages incurred by the Company, granting it a provisional sum of 10 million euros. The judgment also recognized the existence of nonpecuniary damage to the companies Telecom Italia Latam and Telecom Italia Audit & Compliance Services, sentencing the defendants to pay compensation for damages on an equitable basis of 20,000 euros for each company. In November 2013 the grounds for the judgment in the first instance were published (which, for its part, the Company decided not to contest). At the end of the appeal, which was brought by the convicted defendants, the judgment in the first instance was partly reversed. The appeal judge took note of the fact that the time-limit had expired on the majority of the charges, and made an order not to proceed against the defendants who had been convicted in the lower court, with the exception of two private investigators, who were found guilty of the offense of revealing information which was subject to a prohibition on disclosure. As for the civil judgments, the Court revoked those made by the judge of first instance and ruled in favor of three ministries, AGCM and the Revenues Agency. The Court also decided to revoke the provisional sum of 10 million euros awarded to the Company as civil party at the end of the proceedings in the court of first instance, making a generic ruling that the defendants should pay compensatory civil damages. Finally, the appeal judge also
rejected all the demands for compensation advanced in the appeals by certain civil parties for a total of about 60 million euros, in respect of which the Company has the role of party liable for damages. At the end of the appeal, therefore, the civil rulings settled in the first instance were confirmed which TIM, as the party liable for damages, had already paid to the damaged requesting parties. The three defendants brought an appeal to the Court of Cassation against the judgment of the second instance issued by the Milan Appeal Court of Assizes. In April 2018, the Supreme Court confirmed the convictions of the defendants and canceled the civil rulings, referring the issue generically to the civil court, for a more careful assessment of the claims made, above all concerning the quantum of evidence. It also canceled and referred the confiscation in favor of the State, which will have to be reassessed by a different section of the Milan Court of Assizes of Appeal.
In August 2017 the Presidency of the Council of Ministers started formal proceedings against TIM (and also against Vivendi) to ascertain that TIM was indeed obliged to notify Vivendi's acquisition of corporate control of TIM and its strategic assets, pursuant to the 'Golden Power' law. In September 2017, the proceedings in question concluded by ascertaining that this obligation did exist for TIM with effect from May 4, 2017 (the date of the Shareholders' Meeting that renewed TIM's corporate bodies).
As a result of this decision by the Presidency of the Council of Ministers, new and separate administrative proceedings started for the imposition on TIM of a financial penalty laid down by the Golden Power law for noncompliance with the aforementioned obligation to notify. These proceedings ended on May 8, 2018 with the imposition of a financial penalty of 74.3 million euros.
The Company is convinced that it has the legal arguments to demonstrate that it was under no obligation to notify the control exercised over it by Vivendi; it therefore has already filed an extraordinary appeal to the President of the Republic to request the abrogation of the order of September 2017 and has appealed against the aforementioned order of May 8, 2018 which imposed a financial penalty, requesting its precautionary suspension. With an order in July 2018, the TAR granted this application and suspended payment of the fine, setting a date for the appeal to be heard.
It should also be noted that in May 2018 a guarantee bond for 74.3 million euros was issued in favor of the Presidency of the Council. TIM had been requested to submit such a bond for its application to Lazio TAR for precautionary suspension of the collection of the fine imposed for alleged breach of Article 2 of Decree Law 21 of March 15, 2012 (the "Golden Power" law).
On the other hand, the Presidency of the Council of Ministers exercised the special powers prescribed in the Golden Power law through two specific rulings in October and November 2017 with which it imposed specific prescriptions and conditions on TIM S.p.A. and on the companies of the Telecom Italia Sparkle group and Telsy Elettronica e Telecomunicazioni.
The prescriptions, according to the Administrative Authority, are essentially connected to the circumstance that these companies, in part, perform activities that are relevant for national security and as far as TIM is concerned to the circumstance that it also owns the infrastructure and the systems used to provide access to end-users of services covered by the universal service obligation.
Any failure on the part of the recipients of the orders to execute the conditions and prescriptions is penalized in the same way as failure to notify significant acts for the purpose of the application of Golden Power law.
The companies subject to the prescriptions are required to send periodic reports to a special Monitoring Committee established at the office of the Prime Minister in order to verify compliance with the aforementioned prescriptions.
In December 2017 the Group sent to the Presidency of the Council of Ministers the first compliance report outlining all the proposals and activities put in place to carry out the prescriptions.
In this case too TIM has already submitted an extraordinary appeal to the President of the Republic to request abrogation of the orders in question.
As stated, the premise for exercising special powers was (erroneously, according to the Company) referred to the de facto control resulting from the outcome of the shareholders' meeting of May 4, 2017 and to the direction and coordination of TIM by Vivendi. Both these circumstances no longer apply, as:
Consequently, the Company requested the Prime Minister's Office to revoke the two Decrees, stating, in any case that it was willing as an alternative to assist in rewording the requirements applicable to TIM in view of the changed situation.
In a decree of July 6, 2018, the Prime Minister's Office did not consider an additional exercise of special powers, upholding the validity of the two Decrees already issued and rejecting the request to revoke them.
The reason for the above is due to the alleged circumstance that the new governance structures of the Company would be highly variable; this would not allow for the rulings according to which the special powers were exercised to be overruled, save for the need to protect the public interest as regards network security and operation.
The Company has lodged an appeal, with additional reasons and as part of the appeals already lodged, against the Prime Minister's decrees of October 16 and November 2, 2017, and against the Prime Minister's resolution of July 6, 2018, rejecting the appeal for revocation presented by the company, on the outcome of the changed situation in corporate governance.
Case A428 was closed in May 2013 with the decision by the Italian Antitrust Authority (AGCM) to impose two administrative fines on TIM of 88,182,000 euros and 15,612,000 euros for abuse of a dominant position. The Company (i) allegedly hindered or delayed the activation of access services requested by OLOs through refusals made on unjustified and spurious grounds; (ii) allegedly offered its access services to end customers on economic and technical terms and conditions claimed to be unmatchable by competitors that purchase wholesale access services from TIM, solely in geographical areas of the country where access services are available unbundled from the local network and hence where other operators can compete more effectively with the Company.
TIM contested the decision with the Lazio Regional Administrative Court (TAR), requesting suspension of payment of the fine. Specifically, it was argued: that the right of defense in the proceeding had been infringed; that the alleged organizational arrangements disputed by the AGCM and purportedly at the basis of the infringement of provisioning processes for OLOs had been the subject of specific provisions by the Authority for the sector (AGCom); that a comparative analysis of internal/external provisioning processes in truth resulted in improved outcomes for the OLOs with respect to the Retail division of TIM and as such no form of inequality of treatment and/or opportunistic conduct by TIM existed; and (with reference to the second count of abuse) that the conduct challenged was structurally inapt to squeeze the margins of the OLOs.
In May, 2014, the Lazio TAR handed down its ruling rejecting TIM's appeal and upholding the fines imposed by the decision contested. In September 2014, the Company lodged an appeal against the ruling.
In May 2015, by ruling 2497/15, the Council of State found the judgment of first instance did not present the irregularities claimed by TIM and upheld the decision of the AGCM. The Company had already, at that date, paid the fines and relative interest.
In July 2015, TIM was served notice of the AGCM's decision to initiate an investigation for non-compliance to determine whether the Company had complied with the order not to engage in conduct having the same or similar object as the infringement identified by the decision that settled the A428 case in May 2013.
On January 13, 2017, TIM was served notice of AGCM's final assessment, which found that TIM had complied in full with the A428 decision and, as such, the conditions for the imposition of a fine for non-compliance were not present.
AGCM also acknowledged that the conduct of TIM following the 2013 decision was geared towards the continuous improvement of performance in the supply of wholesale access services, as concerns not only the services subject to investigation, but also new services for ultra-broadband access. In its assessment of compliance, AGCM acknowledged the positive impact of the roll-out, although not yet completed, of TIM's New Equivalence Model (NEM). The AGCM decision ordered TIM to: (i) continue with the roll-out of the NEM through to its completion, scheduled for April 30, 2017; (ii) inform the Authority of the performance levels of wholesale access service supply systems and of the completion of the relative internal reorganization project by the end of May 2017. TIM promptly complied with both orders, as positively assessed by the Authority by notice dated August 9, 2017.
Vodafone disputed the final decision adopted by the AGCM on the non-compliance investigation with the Lazio Regional Administrative Court (TAR). TIM filed an appearance, as in the other lawsuits filed in March 2017 by the operators CloudItalia, KPNQWest Italia and Digitel.
In August 2013, Vodafone, also in its capacity as acquiring entity of the operator Teletu, filed a major damages claim with the Court of Milan for alleged anti-competitive and abusive conduct (based primarily on the AGCM A428 decision) purportedly pursued by TIM over the period 2008–2013. The damages claim was quantified by Vodafone for an estimated amount between 876 million euros and 1,029 million euros.
Specifically, Vodafone alleged that a technical boycott had been put in place by refusing the activation of lines requested for Teletu customers (in the period from 2008 to June 2013) and that purportedly abusive pricing policies had been adopted for wholesale network access services (from 2008 to June 2013). In addition, the plaintiff complained of margin squeezing practices through the alleged application of higher than permitted discounts for business customers and the alleged implementation of unlawful and anti-competitive win-back practices (from the second half of 2012 to June 2013).
TIM filed an appearance challenging the substance and amount of the plaintiff's claims and lodging, in turn, a counterclaim. Following the ruling in August 2016 of the Italian Supreme Court of Cassation confirming the jurisdiction of the Court of Milan to hear the dispute, the main proceedings were resumed with the hearing held in December 2016.
With writ of summons before the Milan Court served in May 28, 2015, Vodafone filed additional damages claims, all based on the same AGCM A428 decision and referring to alleged damages suffered between July 2013 and
December 2014 (and hence over a period subsequent to that of the damages claim reported above), for a total amount of around 568.5 million euros.
In its claim, the plaintiff also reserved the right to quantify additional damages during the case for subsequent periods, on the grounds that TIM had continued to engage in the alleged abusive conduct. TIM filed an appearance challenging the substance and amount of the plaintiff's claims and lodging, in turn, a counterclaim.
By order of October 6, 2016, the judge approved Vodafone's application for the two A428 lawsuits brought by it to be joined. At the end of the hearing on December 21 reopening the proceeding, terms were set for the filing of preliminary pleadings and the hearing for the submission of means of proof was set for July 11, 2017. With the first preliminary pleading, filed after the favorable outcome for TIM of the A428-C case (which found the Company had not engaged in abusive conduct after 2011), Vodafone decided to file an additional and similar damages claim for the period 2015–2016, which revised the claim for a total of 1,812 million euros of damages, which TIM contested and refuted.
With writ of summons before the Milan Court served in August 2015, the operator Colt Technology Services filed a damages claim based on the A428 decision, requesting compensation for alleged damages suffered from 2009 to 2011 as a result of purportedly inefficient and discriminatory conduct by TIM in the wholesale service supply process. The damages claim was quantified in a total of 27 million euros for lost profits from the alleged nonacquisition of new customers and the claimed impossibility of providing new services to customers already acquired. The plaintiff also filed a damages claim for compensation for damages to its commercial image and reputation. The lawsuit follows on from an out-of-court claim for around 23 million euros made by Colt in June 2015, which the Company had rejected outright. TIM has filed an appearance, fully contesting the claims of the other party.
With writ of summons before the Rome Court, KPNQ West Italia filed a damages claim for a total of 37 million euros in compensation for alleged anticompetitive and abusive conduct over the period 2009–2011, in the form of technical boycotting (refusals to activate wholesale services – KOs). The claim was based on the contents of the decision of the Italian Antitrust Authority that settled the A428 case. TIM filed an appearance, contesting all of the plaintiff's allegations.
With a writ of summons before the Rome Court, Teleunit claimed 35.4 million euros in compensation from TIM, based on the known decision of the Italian Competition Authority that settled the A428 case. Specifically, the other party complained that in the period 2009/2010 it had suffered abusive conduct on TIM's part in the form of technical boycotting (refusals to activate network access services – KOs), and anticompetitive practices in the form of margin squeezing (excessive squeezing of discount margins, considered abusive inasmuch as they cannot be replicated by competitors). TIM filed an appearance, contesting all of the plaintiff's allegations.
With a writ of summons issued in October 2009 before the Milan Appeal Court, Teleunit asked that TIM alleged acts of abuse of its dominant position in the premium services market be ascertained. The plaintiff quantified its damages at a total of approximately 362 million euros. TIM filed an appearance, contesting the claims of the other party.
After the ruling of January 2014 with which the Court of Appeal declared that it was not competent in this matter and referred the case to the Court, Teleunit reinstated the case before the Milan Court the following April. TIM filed an appearance in the reinstated proceedings challenging the plaintiff's claims.
In its judgment of May 2017, the Milan Court rejected Teleunit's claim in its entirety, and ordered the company to pay the legal costs of the case. This judgment was appealed by Teleunit, in June 2017, before the Milan Court of Appeal. TIM filed an appeal challenging the arguments presented by the other party and asking that the judgment in the first instance be fully confirmed. With an order in March 2018 the Milan Court of Appeal declared Teleunit's appeal pursuant to Article 348-bis of the Italian Code of Civil Procedure to be manifestly without foundation, and hence inadmissible. In May 2018 Teleunit appealed the judgment of the Court of Appeal to the Court of Cassation. TIM served a defense on the appellant, asking that the appealed ruling (and hence the judgment in the first instance) be confirmed in full.
The lawsuit brought by Siportal against TIM is currently pending before the Rome Court, by which Siportal has sued for approximately 48.4 million euros of compensation for alleged damages from abusive conduct in the form of technical boycotting over the period 2009–2011 and from the knock-on effects of the abuse until 2015, with the loss of commercial partners and the non-acquisition of new customers (the latter quantified for 25 million euros of damages). The claims are based on the decision of the Italian Antitrust Authority that settled the A428 case. TIM has filed an appearance, fully rejecting the claims of the other party.
With writ of summons before the Rome Court, MC-Link filed a damages claim for a total of 51 million euros in compensation for alleged anticompetitive and abusive conduct over the period 2009-2012, in the form of technical boycotting (refusals to activate wholesale services – KOs). The claim was based on the contents of the decision of the Italian Antitrust Authority that settled the A428 case. TIM filed an appearance, contesting all of the plaintiff's allegations.
By decision adopted on July 10, 2013, AGCM extended to TIM the investigation initiated in March that year into a number of companies engaged in the fixed-line network maintenance services sector, aimed at establishing whether an agreement was in place breaching Article 101 of the Treaty on the Functioning of the European Union. The investigation was initiated following two reports made by Wind informing AGCM that it had found, when inviting bids for the award of corrective maintenance services on the network, substantial uniformity among the prices applied by the aforementioned companies and a significant difference with the bids subsequently tendered by other various companies.
TIM was charged by AGCM with having played a role in coordinating the other parties investigated, both in the formulation of the bids invited by Wind and in relation to the positions taken by them before the Italian Communications Authority.
TIM challenged the decisions with the Regional Administrative Court (TAR) on the grounds that the Competition Authority lacked jurisdiction.
On July 7, 2014, notice was served of the AGCM's decision to extend the object of the investigation to determine whether the Company had abused its dominant position by taking initiatives apt to influence the bid terms and conditions for ancillary technical services in the preparation of the bids for Wind and Fastweb by the maintenance companies. With the extension decision, the Authority also extended the closing date of the investigation, originally set for July 31, 2014, to July 31, 2015. The extension decision was similarly challenged with the Lazio Regional Administrative Court on the grounds that the Competition Authority lacked jurisdiction. In November 2014, for reasons of procedural economy, although convinced of the legitimacy of its actions, TIM submitted a proposed series of undertakings to AGCM to resolve the competition concerns under investigation. On December 19, 2014, AGCM issued its decision finding that the undertakings were not clearly unfounded and subsequently ordered their publication for market testing.
On March 25, 2015, AGCM definitively rejected the undertakings, finding them insufficient to resolve the anticompetition concerns under investigation.
On July 21, 2015, notice was served on the parties under investigation of the Investigation Findings, in which the offices of AGCM recommended (i) dismissing the charges of abuse of a dominant position and (ii) confirming, instead, the existence between TIM and the maintenance companies of an agreement aimed at coordinating the economic terms and conditions of the bids for Wind and Fastweb and preventing the disaggregated supply of ancillary technical services.
On December 16, 2015, a final decision was handed down confirming the conclusions of the Investigation Findings, asserting the existence, between 2012 and 2013, of an agreement restricting competition and imposing on the Company, as a result, a fine of 21.5 million euros, which was paid in March 2016. The relevant market is that for corrective maintenance (assurance) services, or, more precisely, troubleshooting on TIM ULL lines. The objective of the conduct engaged in by the Company and the network companies was to restrict competition and prevent the development of disaggregated forms of supply of ancillary technical services.
TIM lodged an appeal against the decision with the Lazio Regional Administrative Court. In September 2016, the court dismissed the appeal in its judgment 09554/2016, which the Company has challenged in an appeal with the Council of State.
With writ of summons before the Milan Court, Wind filed a damages claim against TIM for approximately 57 million euros, recently increased during the case to approximately 58 million euros, in compensation for damages arising from alleged anticompetitive conduct which AGCM had fined in the I-761 case (concerning corrective maintenance). The other party alleged that such conduct had delayed and hindered its chances of obtaining more favorable terms and conditions on the disaggregated purchase of fault repair services on ULL access lines, the effects of which were initially claimed to have persisted until 2015, but were then claimed by Wind to be still underway. TIM has filed an appearance, refuting the claims of the other party.
With writ of summons before the Milan Court, Vodafone filed a damages claim against TIM and some network companies for approximately 193 million euros in compensation from TIM for damages arising from alleged anticompetitive conduct which AGCM had fined in the I-761 case (concerning corrective maintenance), over the period 2011–2017.
Vodafone claimed that TIM had allegedly infringed antitrust regulations in the wholesale markets for access to its fixed-line network (ULL lines; Bitstream; WLR) through the abuse of a dominant position and an unlawful agreement with maintenance companies to maintain a monopoly on the offer of corrective maintenance services on its network. Specifically, the restrictive agreement allegedly concerned the coordination, by the Company, of the economic terms and conditions contained in the bids for maintenance services prepared by the aforementioned companies for OAOs, with artificially high prices with respect to the cost of the maintenance included in the regulated access fee, with a view to discouraging the disaggregation of the service itself. The Company has filed an appearance, challenging all of the plaintiff's allegations.
In June 2017 the Italian Antitrust Authority (AGCM) 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 ultra-broadband fixed network. In particular, the AGCM 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 ultra-broadband 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 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 ultra-broadband, 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, the Italian Antitrust Authority once and for all rejected the proposed series of undertakings as it considered them unsuitable in light of the objections raised. The proceeding is currently set to end by May 31, 2019.
At its meeting on February 1, 2017, AGCM initiated an investigation for possible breach of Article 101 of the TFEU (prohibition of agreements that restrict competition) against TIM S.p.A. and Fastweb S.p.A., following the signing of an agreement aimed at setting up a cooperative joint venture called Flash Fiber S.r.l.. TIM, in agreement with Fastweb, submitted some amendments to the agreements signed, in the form of proposed undertakings, aimed at closing the investigation without any breach being ascertained and, therefore, without any fine.
On March 28, 2018, AGCM resolved to approve the undertakings, making them binding on the Parties, and closed the case without imposing any fine.
On June 11, 2018, Open Fiber S.p.A. and Wind Tre S.p.A. filed separate appeals to the Lazio Regional Administrative Court (TAR) against the order closing case I-799 with the acceptance of the undertakings. They allege that this order has a series of procedural and substantial defects. Open Fiber S.p.A. also asked for the precautionary suspension of the order. With a ruling on July 19, the TAR rejected Open Fiber's request for precautionary suspension since there were no exigent circumstances. The appeal hearing was afterwards set for February 2020. The TAR has set a hearing for Wind Tre's appeal in May 2019.
In June 2015, Vodafone filed a damages claim with the Milan Court for the alleged abuse of a dominant position by TIM in the market for NGA and VULA bitstream fiber access services, with the claim for damages initially set at approximately 4.4 million euros, and later raised to a range between 30 and 48.9 million euros.
The plaintiff complained that TIM allegedly had engaged in abusive conduct by way of aggressive price offers to win customers and by hindering its access to the fiber network to make it more difficult for the party to provide ultra-broadband services to its customers.
The Company has filed an appearance, challenging the claims of the plaintiff in full and, subsequently, the revised estimate of damages made in 2016 during the case.
In June 2009, Eutelia and Voiceplus asked that alleged acts of abuse by TIM of its dominant position in the premium services market (based on the public offer of services provided through so-called Non Geographic Numbers) be investigated. The complainants quantified their damages at a total of approximately 730 million euros.
The case follows a precautionary procedure in which the Milan Appeal Court prohibited certain behaviors of the Company relating to the management of some financial relations with Eutelia and Voiceplus concerning the Non Geographic Numbers, for which TIM managed the payments from the end customers, on behalf of such OLOs and in the light of regulatory requirements. After the ruling with which the Milan Court of Appeal accepted TIM's objections, declaring that it was not competent in this matter and referring the case to the Civil Court, Eutelia in extraordinary administration and Voiceplus in liquidation resubmitted the matter to the Milan Court. The first hearing took place in the month of March 2014. TIM filed an appearance challenging the claims of the other parties. After the collapse of Voiceplus, the Milan Court declared the case suspended, in an order in September 2015. The case was later resumed by Voiceplus.
With a judgment issued in February 2018, the Milan Court accepted TIM's defense and rejected the plaintiffs' claim for compensation, ordering them, jointly and severally, to pay the legal costs. In March 2018 Eutalia and Voiceplus proposed an appeal against the judgment in the first instance.
TIM appealed against the claim, requesting confirmation in full of the judgment in the first instance.
In 2016, TIM has started civil proceedings against SKY Italia in the Milan Court, asking the court to void the contract signed by the two companies in April 2014 for the delivery and marketing, between 2015 and 2019, of the SKY IPTV (Internet Protocol Television) offer on the TIM IPTV platform, due to abuse of dominant position by the other party.
As an alternative, the Company also asked the court to reduce to a fair level the amounts demanded by SKY by way of the so-called Guaranteed Minimums ("penalties") established to SKY's advantage and related to predetermined customer sign-up and churn-rate thresholds in the five years of the partnership.
SKY filed an appearance in February 2017, challenging TIM's claim and demanding payment of the Guaranteed Minimums it claimed to have accrued, a request which was opposed by the Company. At May 2018, judgment had been withheld on this case and the proceedings are ongoing, with a hearing for oral discussion set for April 4, 2019.
Resolution 121/17/CONS, of March 2017, with which AGCom supplemented its resolution 252/16/CONS, constitutes the concluding act of a regulatory process that has always had the sole purpose of safeguarding price transparency and comparability of economic terms and conditions.
Said resolution 121/17/CONS, inter alia, introduced instructions on billing intervals for telephony, prescribing, specifically 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, alleging that AGCom was exceeding its powers. The judgment rejecting the appeal was published on February 12, 2018, and the grounds for this were published on May 4, 2018. TIM appealed this judgment to the Council of State on June 18, 2018.
During December 2017, with its Resolution 499/17/CONS, AGCom confirmed that TIM had breached the provisions of Resolution 121/17/CONS in not having adopted a cycle of renewal of fixed telephony offers and billing at monthly intervals or multiples thereof, and 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 four-weekly and monthly billing cycles.
TIM also appealed this second resolution to the Regional Administrative Court of Lazio, asking for its precautionary suspension which, on February 22, 2018, was accepted by the Regional Administrative Court of Lazio limited to the part relating to the reimbursement orders.
Furthermore, law n. 172 of December 4, 2017 decreed that contracts for the supply of electronic communications services should obligatorily prescribe that the renewal of offers and the billing of services be based on a month, or multiples thereof.
TIM adapted to this order within the period of time prescribed by law, namely within 120 days of the date it came into force (April 5, 2018).
On March 7, 2018, TIM was notified of another resolution (Resolution 112/2018/CONS) in which AGCom (i) ordered the Company to postpone, for fixed telephony services only, the due date of bills issued after the restoration of monthly billing by a number of days equal to those that had presumably been lost from June 23, 2017 onwards due to the four-weekly billing cycle; and (ii) 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.
The aforementioned resolution was challenged by TIM on March 16, 2018, with an additional submission triggered as part of the appeal against resolution 499/17/CONS, with a request for single precautionary measures, which was provisionally granted until the hearing before the Council on April 11, 2018, with a Presidential Decree published on March 26, 2017.
After the notification by AGCom, on April 9, 2018, of Presidential Decree 9/18/PRES – which amended resolution 112/18/CONS in those parts prescribing that the deferment of billing had to take place when the billing cycle was restored to monthly intervals, or multiples thereof, also ordering that the timescales for complying with the order would be identified after hearings with the operators and the main consumer protection associations – TIM and the other operators affected by the Presidential Decree withdrew their application for precautionary measures. On May 7, 2018, TIM also appealed AGCom Presidential Decree 9/18/PRES and Resolution 187/18/CONS which ratified this decree. On July 3, 2018, AGCom published new resolution 269/18/CONS, with which it set December 31, 2018 as the date by which the operators must 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. In line with the actions it has undertaken and the arguments it has made so far. TIM, in keeping with actions taken and arguments made, intends to appeal this resolution. In September 2018, TIM also appealed Resolution 297/18/CONS in which AGCom imposed a fine of 696,000 euros for having continued to adopt weekly billing and renewal of offers as from February 16, 2018 in violation of AGCom Resolution 121/17/CONS.
With the judgement 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 submitted its preventive appeal before the Council of State to interrupt execution of said decision and, with its ruling of December 20, 2018, the Council of State, in upholding TIM's appeal, interrupted the effectiveness of the aforesaid decision for the reversal order only, until March 31, 2019.
On November 30, 2018, AGCom published resolution 521/18/CONS with which it imposed a sanction of 1,044,000 euros on TIM. The sanction was imposed for breach of the transparency rules and rights to withdraw in amending the contractual terms and conditions of the mobile offers applied to customers starting from April 8, 2018 following restoration of monthly billing. TIM appealed this resolution as well to the Regional Administrative Court in January 2019.
Finally, on February 19, 2018, AGCM initiated the I-820 preliminary investigation against the companies TIM, Vodafone, Fastweb, Wind-Tre and the industry association ASSTEL to verify the hypothesis of the existence of an agreement restricting competition between the main fixed-line and mobile telephone operators in order to coordinate their respective commercial strategies, thereby violating Article 101 of the TFEU.
The presumed coordination, according to the opening provision of the proceedings by AGCM, would take the form of implementation of the obligation introduced by Article 19-quinquiesdecies of Decree Law 148/2017 (converted by Law 172/2017) which requires operators of electronic communication services to send out monthly (or monthly multiples) bills and renewed offers for fixed and mobile services.
On March 21, 2018, AGCM issued a provisional precautionary measure against all the operators involved in the proceedings with which it ordered the suspension, pending the proceedings, of the implementation of the agreement concerning the determination of repricing communicated to users at the time of reformulating the billing cycle in compliance with Law 172/17 and to independently redetermine its commercial strategy. The order with which AGCM confirmed the precautionary measure was published on April 13, 2018.
On June 12, 2018 TIM filed an appeal with the TAR for AGCM precautionary measure 27112 dated April 11, 2018 to be set aside.
In its session on June 27, 2018, AGCM took note of the brief submitted by TIM regarding compliance with the precautionary measure.
The date by which the case is to be closed has been set for March 31, 2019.
In a decision published in July 2015, the Council of State rejected the appeal lodged by AGCom and TIM against the judgment of the Lazio Administrative Court (TAR) on the financing of the universal service obligations for the period 1999–2003. With this judgment the judge had granted the appeals by Vodafone, annulling AGCom decisions 106, 107, 109/11/CONS on the renewal of the related proceedings, which included Vodafone among the subjects required to contribute, for a sum of approximately 38 million euros. Essentially, the judgment confirms that the Authority has not demonstrated the particular degree of "replaceability" between fixed and mobile telephony for mobile operators to be included among the subjects required to repay the cost of the universal service, which means that AGCom needs to issue a new ruling.
TIM has filed an application with AGCom to renew the proceedings, and an appeal against the judgment of the Council of State to the Court of Cassation (which subsequently ruled that the appeal was inadmissible).
In April 2016 Vodafone appealed against the Ministry of Economic Development (MISE) and TIM to the Council of State, for non-compliance with the judgment of the Council of State. This appeal referred to AGCom decision 109/11/CONS (2003 yearly payment, on the basis of which Vodafone had paid the sum of approximately 9 million euros as contribution, restitution of which was requested).
In its judgment of November 2016, the Council of State rejected the appeal, referring to the Regional Administrative Court (TAR) the decision on the methods of compliance. In February 2017, Vodafone presented the Lazio Regional Administrative Court with four new appeals against the Ministry of Economic Development and TIM regarding observance of the ruling, upheld on appeal, countermanding the resolutions for the years 1999–2003 and repayment of the amounts of around 38 million euros already paid to the Ministry of Economic Development as a contribution.
With a judgment issued in June 2018, the TAR rejected all of Vodafone's appeals, and, as requested by TIM, expressly affirmed that AGCom must renew the proceedings, particularly with regard to the determination of the degree of replaceability between fixed and mobile telephony. Vodafone has appealed the four judgments to the Council of State.
In relation to lawsuits brought in past years concerning the demand for payment, by the Ministry of Communications, of adjustments to amounts paid for license fees for the years 1994–1998 (for a total of 113 million euros), the Lazio Regional Administrative Court (TAR) dismissed the Company's appeal against the demand for payment of the adjustment for 1994 for a total of around 11 million euros, of which 9 million euros for revenues not received due to credit losses. TIM has appealed the judgment.
In another two judgments, the Lazio TAR dismissed, on the same grounds set out previously, the Company's appeals against the demand for payment of adjustments to the license fees for the years 1995, 1996, 1997, and 1998, for a total of approximately 46 million euros. TIM has lodged appeals against the judgments with the Council of State.
Exclusively relating to a part of the 1998 part fee adjustment (equal to around 41 million) the Lazio TAR suspended the judgment with an order in December, raising preliminary questions with the EU Court of Justice on the correct scope of EC Directive 97/13 (relating to general authorizations and individual licenses in the field of telecommunications services on the basis of the currently pending litigation on the 1998 license fee and illustrated in a subsequent paragraph). The referred questions are based, inter alia, on the possible conflict between the aforementioned EC Directive 97/13 and national law, which extended the payment obligation for 1998 (commensurate with a portion of turnover) borne by telecommunications license-holders, despite the liberalization process underway.
In September 2014 the Ivrea Public Prosecutor's Office closed the investigation on the presumed exposure to asbestos of 15 former workers from the companies "Ing. C. Olivetti S.p.A." (now TIM S.p.A.), "Olivetti Controllo Numerico S.p.A.", "Olivetti Peripheral Equipment S.p.A.", "Sixtel S.p.A." and "Olteco S.p.A." and served notice that the investigations had been concluded on the 39 people investigated (who include former Directors of the aforementioned companies).
On December 2014 the Ivrea Public Prosecutor's Office formulated a request for 33 of the 39 people originally investigated to be committed for trial, and at the same time asked that 6 investigations be archived.
During the preliminary hearing, which started in April 2015, TIM assumed the role of civilly liable party, after being formally summonsed by all 26 civil parties (institutions and natural persons) joined in the proceedings. At the end of the preliminary hearing, 18 of the original 33 persons accused were committed for trial. The trial started in November 2015, and, as the party liable for damages, the Company has reached a settlement agreement with 12 of the 18 individuals (heirs/injured persons/family members) who are civil parties to the dispute and they have, therefore, withdrawn the claim against TIM.
In the judgment of first instance, in July 2016, 13 of the 18 defendants were found guilty, with sentences ranging from 1 year to 5 years of imprisonment, four of the defendants were found not guilty, and one case was dismissed for health reasons. The defendants were also sentenced to pay compensation jointly and severally with the party liable for damages TIM, of an overall sum of approximately 1.9 million euros as a provisional payment to INAIL and 6 heirs who were not part of the settlement. A generic judgment to pay compensation for damages to the remaining damaged parties (entities/unions/associations) was issued, although they must in any case ask the civil court to quantify the damages. The Company challenged the rationale for the judgment in the first instance, and signed settlements, including with the final 6 heirs who constituted the civil party, before the judgment in the second instance was issued. So the only civil parties to the appeal were organizations and associations.
In April 2018, the Turin Appeal Court, overturning the judgment of the court of the first instance, found all the accused not guilty: "because there was no case to answer for all the charges".
In its considerations, filed in October 2018, the Court recognized that there was no causal link between the individual behavior of the accused persons and the death of the former workers. The Public Prosecutor's Office at the Turin Appeal Court appealed to the Court of Cassation against said judgment based on a number of grounds for appeal, and also requested the Joint Chambers to provide clarifications regarding the principles to apply in assessing the causal link.
Litigation is still pending for lawsuits brought at the end of the 1990s by Ing. C. Olivetti & C. S.p.A. (now TIM) against Poste for the non-payment of services provided under a series of supply agreements for IT goods and services. The judgments handed down on first instance ruled partially in favor of the former Olivetti, but were challenged by Poste in individual appeals.
In 2009, the Rome Court of Appeal confirmed one of the credit claims of TIM, however in another judgment the same Court declared one of the disputed agreements null and void. Following that judgment, Poste served a writ of execution for the reimbursement of around 58 million euros, which TIM rejected given that its appeal against the judgment was still pending before the Supreme Court of Cassation.
In 2012, the Italian Supreme Court of Cassation overturned the Appeal Court ruling on which the writ of execution was based, after which the Rome Court ruled that the enforcement procedure was devoid of purpose as there was no longer any basis for the writ of execution obtained by Poste. The case has been reinstated before another section of the Rome Court of Appeal. In a recent ruling, the Rome Court of Appeal at the time of proceedings, reversing the Company's previous unfavorable appeal, confirmed the contract's validity and, with it, the legitimacy of TIM's view of the amount already collected, of which Poste had requested reimbursement.
In 2014, the trustees in the bankruptcy of Elinet S.p.A., and subsequently the trustees of Elitel S.r.l. and Elitel Telecom S.p.A. (the parent, at the time, of the Elitel group) appealed the judgment by which the Court of Rome dismissed the damages claim brought by the trustees of the Elinet-Elitel group, filing a new damages claim for a total of 282 million euros. The Company is alleged to have exercised management and control powers over the plaintiff, and, with it, over the Elitel group (an OLO in which TIM has never held any equity interest) through the management of trade receivables. TIM has filed an appearance, refuting the claims of the other party.
In May 2012, TIM and Telecom Italia International N.V. (now merged in Telecom Italia Finance) were served with a notice of arbitration proceedings brought by the Opportunity group, claiming compensation for damages allegedly suffered for presumed breach of a settlement agreement signed in 2005. Based on the plaintiff's allegations, the damages relate to circumstances that emerged in the criminal proceedings pending before the Milan Court regarding, inter alia, unlawful activities engaged in by former employees of TIM.
The investigatory phase having been completed, the hearing for oral discussion took place in November 2014, after which the parties filed their concluding arguments in preparation for the decision on the case.
In September 2015, the Board of Arbitration declared the proceedings closed, as the award was going to be filed. Subsequently, the Board of Arbitration allowed the parties to exchange short arguments and the ICC Court extended the term for the filing of the award.
In September 2016 the ICC Court notified the parties of its judgment, based on which the Board of Arbitration rejected all the claims made by the Opportunity group and decided that the legal costs, administrative costs and costs for expert witnesses should be split between the parties.
In April 2017 the Opportunity group filed an appeal against the arbitration award before the Paris Court of Appeal. In November 2017, TIM and Telecom Italia Finance received from the Secretariat of the ICC's International Court of Arbitration notice of a Request for Revision of the arbitration finding, filed by the Opportunity group, asking for a new ruling. A Board of Arbitration was subsequently established.
In October 2018, TIM and Telecom Italia Finance requested proceedings with the Paris Court of Appeal to be suspended, in the light of proceedings pending with the Court of Arbitration of the International Chamber of Commerce to review the same arbitration award. In November 2018, the Paris Court of Appeal suspended the proceedings until the decision is taken by the Court of Arbitration in the review proceedings.
In September 2015, JVCO Participações Ltda filed an application for arbitration with the Camara de Arbitragem do Mercado (CAM) in Rio de Janeiro against TIM, Telecom Italia International, (now merged with Telecom Italia Finance-TIF), Tim Brasil Serviços e Participações S.A. and Tim Participações S.A. claiming compensation for damages arising from an alleged abuse of power of control over Tim Participações. In October 2015, all the summoned companies filed petitions and Tim Participações requested a ruling against JVCO for abuse of conduct in a capacity as shareholder with non-controlling interest.
Subsequently, the arbitration board was established and in May 2016 a preliminary hearing took place, when the Terms of Reference were signed. After the hearing, the Court of Arbitration issued a procedural order upholding the appeal made by the Group for a preliminary examination of the matter of JVCO's capacity to sue and setting a temporary schedule for arbitration. In June, the parties exchanged briefs and in their defense statements, TIM, Telecom Italia International, Tim Brasil Serviços e Participações S.A. and Tim Participações S.A. appealed against
the other party's capacity to sue, Tim Participações's capacity to be sued, and challenged the existence of the abuse of power. In July 2016, the parties filed their replies. On October 19, 2016 the Court of Arbitration issued a procedural order on the preliminary issue of the capacity of the parties to appear in court, affirming JVCO's capacity to sue and Tim Participações's capacity to be sued, establishing the dates for subsequent replies of the parties. On November 21 and December 19, 2016, the parties filed additional replies. On January 31, 2017 the Court of Arbitration issued a procedural order on matters concerning proceedings, recapitulating the aspects contended and arranging for the preliminary investigation. The parties indicated the types of evidence they intended to submit; the Court of Arbitration then set the dates for hearings.
In June 2017, hearings were held in Rio De Janeiro and further documents were filed and briefs exchanged. In March 2018, the closing briefs of all parties in the proceedings were filed.
On July 23, 2018, the Court of Arbitration issued its final award in which it rejected all requests from JVCO as well as the counterclaim made by Tim Participações, and ruled that JVCO had committed abuse of power in its capacity as shareholder with non-controlling interest. It also ordered JVCO to pay 90% of arbitration fees (with TIM, TIF, Tim Brasil Serviços e Participações S.A. and Tim Participações S.A. paying the remaining 10%), and the parties to pay other legal fees directly to the defense teams of the counterparties.
Alfiere S.p.A. (Alfiere) is a company that is owned equally by TIM and CDP Immobiliare S.r.l. (CDPI), which owns the property complex named "Torri dell'Eur". It was intended that this property would house the offices of TIM's General Administration department, after restructuring works and the conclusion of a rental contract. After issues arose relating to the cancellation of the building permit, there was a lengthy dispute before the administrative court, which in the appeal recently confirmed that Alfiere is not required to pay Roma Capitale the sum of 24 million euros by way of concession fee and rejected the damages claim for approximately 300 million euros put forward by the Company against Roma Capitale after the building permit was revoked. To this regard, arbitration proceedings have also started, with TIM making two applications for arbitration of its dispute with CDPI before the arbitration chamber of the Rome Chamber of Commerce. These disputes seek: (i) to determine that CDPI was obliged to indemnify (TIM) in relation to the extraordinary contribution of 24 million euros that local authority Roma Capitale had requested from Alfiere; (ii) to determine that TIM had absolutely no obligation to pay rent for the premises, due to the fact that the property was not handed over by December 31, 2017. As part of this second arbitration case, CDPI has, by way of counterclaim, requested that all the contracts stipulated with TIM in relation to Alfiere be canceled, and TIM ordered to pay compensation for the related damages, quantified as over 88 million euros. In May 2018 the Board of Arbitration combined the aforementioned cases. With the award granted on December 18, 2018, in accepting TIM's requests and fully rejecting those of CDPI, the Board of Arbitration established CDPI's obligation to indemnify TIM as regards the claims made by the Municipality of Rome by way of extraordinary fee, and affirmed non-existence of TIM's obligation to pay rent for the aforestated real estate complex.
In March 2012, TIM was served notice of the conclusion of preliminary enquiries, which showed that the Company was being investigated by the Public Prosecutor of Milan pursuant to Legislative Decree 231/2001, for the offenses of handling stolen goods and counterfeiting, committed, according to the Prosecution, 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 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 any of the purported profits from the offenses to be confiscated (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 notable redimensioning of the accusations, the Company reiterated its total non-involvement in the facts at issue. In November 2016, the Court handed down its ruling acquitting the Company of the accusations. All the individuals standing trial 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 deeds be sent to the Milan Court of Appeal.
TIM has summoned the Prime Minister's Office to appear in a civil suit for compensation for damages caused by the Italian State through appeal ruling 7506/09, handed down by the Council of State in breach, in the view of the Company, of Community law.
The primary claim brought by the action is founded on a precedent in Community case law which affirms the right to bring actions against a State for breach of rights recognized by Community law and infringed by a judgment that has become final, against which no other remedy can be sought. The Council of State ruling definitively denied TIM the right to the refund of the license fee for 1998 (equal to 386 million euros for Telecom Italia and 143 million euros for the former TIM, plus interest), which had already been denied by the Lazio TAR, despite the favorable and binding ruling of the Court of Justice of the European Union in February 2008. That ruling concerned the conflict between Directive 97/13/EC on a common framework for general authorizations and individual licenses in the field of telecommunications services and national law, which extended the obligation for telecommunications license-holders to pay the license fee for 1998, despite the liberalization process underway. Within the scope of the same action, the Company also filed an alternative claim for damages for tort within the meaning of Article 2043 of the Italian Civil Code. The damages claim was quantified for a total of around 529 million euros, plus legal interest and adjustment. The State Attorney's Office filed an appearance, presenting a counterclaim for the same amount. The action was assessed for its admissibility by the Court, which declared TIM's primary claim (action for damages for manifest breach of Community law under Law 117/88) to be inadmissible. The decision was overturned on appeal, in favor of the Company. In March 2015, the Rome Court handed down its judgment of first instance, ruling that the Company's claim was inadmissible. TIM has appealed the decision, and the case is now pending the hearing specifying the nature of the forms of order sought.
The damages claim filed by TIM with writ of summons in February 2012 against the operator TELETU (now merged into Vodafone) for the unlawful refusal to restore the competitor's customers to TIM is still pending. The claim has been quantified for approximately 93 million euros.
Guarantees provided, totaling to 5,921 million euros, essentially refer to guarantee financing provided by TIM on behalf of subsidiaries (of which 4,367 million euros relating to Telecom Italia Capital, 1,352 million euros to Telecom Italia Finance, 60 million euros to Telenergia, 38 million euros to Telecom Italia Sparkle, 32 million euros to Flash Fiber and 27 million euros to Olivetti).
Significant purchase commitments outstanding at December 31, 2018 for long-term contracts forming part of TIM S.p.A.'s business operations, totaling around 2 billion euros, mainly related to the commitments undertaken by the Company for supplies related to the operation of the telecommunications network.
The guarantees provided by third parties to Group companies, amounting to 4,924 million euros, refer to guarantee financing from banks and other financial institutions consisting of guarantees for loans received (1,222 million euros) and of performance guarantees under outstanding contracts (3,702 million euros). In particular, we report:
In May 2018, as mentioned above, TIM issued a surety to the Prime Minister's Office for 74.3 million euros to secure an appeal to the Lazio Administration Court for a provisional stay of the administrative fine levied on TIM following the preliminary investigation connected with the penalty proceeding initiated under Article 2 of Decree Law 21 of March 15, 2012 (the "Golden Power rule") .
Lastly, guarantees were provided during 2018 to INPS to support the application by some Group companies of Article 4, paragraph 1, of Law 92 of June 28, 2012, ("Fornero Law"), to incentivize the departure of workers meeting the necessary requirements; the total amount of guarantees issued on behalf of Olivetti, HRS Services and Telecom Italia Sparkle was 31 million euros (of which 14 million euros for Olivetti, 11 million euros for Telecom Italia Sparkle and 6 million euros for HRS Services).
Details of the main guarantees received for EIB financing at December 31, 2018 are as follows:
Issuer
| Amount | |
|---|---|
| (millions of euros)(1) | |
| SACE | 368 |
| BBVA - Banco Bilbao Vizcaya Argentaria | 210 |
| Cassa Depositi e Prestiti | 158 |
| Intesa Sanpaolo | 115 |
| Ing | 105 |
| Unicredit | 105 |
| Commerzbank | 57 |
| Banco Santander | 52 |
| Sumitomo Mitsui Banking | 52 |
(1) For the loans provided by the EIB for TIM Broadband Digital Divide, TI Ricerca & Sviluppo Banda Larga, TIM Rete Mobile a Banda Larga, and TIM RDI for Broadband Services projects.
The amounts shown in the table relate to loans issued by the EIB for the TIM Broadband Digital Divide, TIM Ricerca & Sviluppo Banda Larga, TIM Rete Mobile a Banda Larga, and TIM RDI for Broadband Services projects.
It is pointed out that the guarantee totaling 105 million euros of ING relating to the loan granted by the EIB for the TIM Broadband Research and Development Project paid back upon maturity for 100 million euros is still valid for 6 months following repayment as set forth in the contract to protect against clawback risk, i.e. until March 30, 2019.
It is clarified that the guarantees amounting to 52 million euros of Santander, 52 million euros of Sumitomo and 105 million euros of SACE relating to the loan granted by the EIB for the TIM Broadband/B-C-D Research and Development Project, paid back upon maturity for 200 million euros, are still valid for 6 months following repayment, as set forth in the contract to protect against clawback risk, i.e. until April 12, 2019.
It is specified that the guarantees amounting to 210 million euros of BBVA-Banco Bilbao Vizcaya Argentaria and 105 million euros of Unicredit relating to the loan granted by the EIB for the TIM Broadband Digital Divide/C-D Research and Development Project, paid back upon maturity for 300 million euros, are still valid for 6 months following repayment, as set forth in the contract to protect against clawback risk, i.e. until June 20, 2019.
Revenues fell by 197 million euros compared to 2017. The figure breaks down as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Equipment sales | 1,455 | 1,409 |
| Services | 12,429 | 12,684 |
| Revenues on construction contracts | 18 | 6 |
| Total | 13,902 | 14,099 |
Revenues from services are mainly represented by voice and data services on fixed and mobile networks for retail customers (10,004 million euros) and for other wholesale operators (1,989 million euros).
Please note that in 2018, in applying IFRS 15, the Company recognized a significant financial component in the offerings contemplating a time extension between fulfillment of the performance obligation and collection by the customer ("installment sales"); as a result, it reduced related revenues for a total amount of about 60 million euros.
Revenues are presented gross of amounts due to other TLC operators (649 million euros), which are included in "Costs of services".
Other operating income fell by 207 million euros and the figure breaks down as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Late payment fees charged for telephone services | 49 | 48 |
| Recovery of employee benefit expenses, purchases and services rendered | 27 | 20 |
| Capital and operating grants | 33 | 44 |
| Damages, penalties and recoveries connected with litigation | 23 | 35 |
| Partnership agreements and other arrangements with suppliers | 22 | 97 |
| Estimate revisions and other adjustments | 73 | 188 |
| Other | 25 | 27 |
| Total | 252 | 459 |
Other operating income includes, among others, contribution fees resulting from partnership agreements and other arrangements with suppliers designed to develop the collaboration between the parties, in order to strengthen and stabilize industrial, commercial and real estate relations over time.
Acquisition of goods and services rose by 234 million euros compared to 2017 and breaks down as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Acquisition of raw materials and merchandise (a) |
1,643 | 1,566 |
| Costs of services | ||
| Revenues due to other TLC operators | 649 | 651 |
| Costs for telecommunications network access services | 113 | 115 |
| Commissions, sales commissions and other selling expenses | 720 | 583 |
| Advertising and promotion expenses | 131 | 160 |
| Professional and consulting services | 115 | 86 |
| Utilities | 329 | 334 |
| Maintenance | 293 | 275 |
| Outsourcing costs for other services | 486 | 514 |
| Mailing and delivery expenses for telephone bills, directories and other materials to customers |
42 | 54 |
| Distribution and logistics | 8 | 4 |
| Travel and lodging costs | 14 | 15 |
| Insurance | 30 | 29 |
| Other service expenses | 425 | 414 |
| (b) | 3,355 | 3,234 |
| Lease and rental costs | ||
| Rent and leases | 554 | 552 |
| Other lease and rental costs | 249 | 215 |
| (c) | 803 | 767 |
| Total (a+b+c) |
5,801 | 5,567 |
During 2018, in connection with the analyses and examinations preparatory for applying the new IFRS 16 standard, the TLC circuit rents, the rents for use of satellite systems - when considered costs of services - and the services component of the lease of real estate and Base Transceiver Stations were reclassified from "Lease and rental costs" to "Costs of services" in order to better represent the nature of these costs.
So that the data can be more easily compared, the reclassification was also made on the 2017 data (for a total amount of 95 million euros).
Employee benefits expenses decreased by 493 million euros compared to 2017. The figure breaks down as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Ordinary employee expenses | ||
| Wages and salaries | 1,621 | 1,643 |
| Social security expenses | 614 | 622 |
| Employee severance indemnities | 1 | (6) |
| Other employee benefits | 82 | 68 |
| (a) | 2,318 | 2,327 |
| Costs and provisions for temp work (b) |
− | − |
| Miscellaneous expenses for personnel and other labor-related services rendered |
||
| Charges for termination benefit incentives | 8 | 27 |
| Corporate restructuring expenses | 212 | 674 |
| Other | 3 | 6 |
| (c) | 223 | 707 |
| Total (a+b+c) |
2,541 | 3,034 |
"Ordinary employee expenses" fell by 9 million euros mainly due to the contraction in the average salaried workforce, offset only in part by the lower incidence in 2018 of the "defensive solidarity" agreements and by several items that increased, including renewal of the National Collective Labor Agreement.
The item "Miscellaneous expenses for personnel and other labor-related services rendered" included the net impact resulting from the revised staff leaving forecasts for the years 2019-2020; Specifically, a plan was launched at the end of 2017 for executive and non-executive staff to adopt, among others, Article 4(1–7-ter) of Law 92 of June 28, 2012 (the "Fornero Law", which provides for early retirement arrangements). During 2018, Plan take-up was greater than initially forecast, while Decree Law 4 January 28, 2019, which introduced significant changes in social security, allows wider accessibility in terms of recourse to assisted pensions. Therefore estimates for staff leaving in 2019-2020 were revised, with additional non-recurring provisions being allocated for a total of 203 million euros.
The average salaried workforce stood at 40,806 employees at December 31, 2018 (41,382 at December 31, 2017). A breakdown by category is as follows:
| (number) | 2018 | 2017 |
|---|---|---|
| Executives | 496 | 557 |
| Middle Management | 3,489 | 3,472 |
| White collars | 36,821 | 37,353 |
| Blue collars | - | - |
| Employees on payroll | 40,806 | 41,382 |
| Employees with temp work contracts | - | - |
| Total headcount | 40,806 | 41,382 |
The headcount at December 31, 2018 amounted to 42,656 employees, a decrease of 1,625 compared to December 31, 2017 (44,281).
Other operating expenses rose by 64 million euros compared to 2017. The figure breaks down as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Write-downs and expenses in connection with credit management | 370 | 303 |
| Provision charges | 112 | 153 |
| TLC operating fees and charges | 41 | 48 |
| Indirect duties and taxes | 66 | 63 |
| Penalties, settlement compensation and administrative fines | 73 | 35 |
| Association dues and fees, donations, scholarships and traineeships | 10 | 12 |
| Other | 50 | 44 |
| Total | 722 | 658 |
| of which, included in the supplementary disclosure on financial instruments | 370 | 303 |
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial instruments".
The change in inventories was a positive 84 million euros (45 million euros at December 31, 2017) and was mainly attributable to slower growth in purchases than in consumption. The amount takes into account the writedowns made to adjust the value of fixed and mobile devices to estimated realizable value of 2 million euros.
Internally generated assets amounted to 434 million euros, down by 23 million euros on 2017. The change was largely attributable to the lower capitalization of software development activities and lower capitalization in relation to technical work on the access network. Internally generated assets in 2018 consisted of:
They included 237 million euros under the item "tangible assets owned", in connection with the design, construction and testing of network installations, and 197 million euros under the item "intangible assets with a finite useful life", mainly in relation to software development work and the development of network solutions, applications and innovative services.
Depreciation and amortization decreased by 48 million euros compared to 2017. The breakdown is as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Amortization of intangible assets with a finite useful life | ||
| Industrial patents and intellectual property rights | 847 | 870 |
| Concessions, licenses, trademarks and similar rights | 297 | 281 |
| Other intangible assets | 2 | 83 |
| (a) | 1,146 | 1,234 |
| Depreciation of tangible assets owned | ||
| Buildings (civil and industrial) | 33 | 36 |
| Plant and equipment | 1,669 | 1,670 |
| Manufacturing and distribution equipment | 14 | 15 |
| Other | 95 | 89 |
| (b) | 1,811 | 1,810 |
| Depreciation of tangible assets held under finance leases | ||
| Buildings (civil and industrial) | 159 | 131 |
| Plant and equipment | 4 | 1 |
| Other | 35 | 27 |
| (c) | 198 | 159 |
| Total (a+b+c) |
3,155 | 3,203 |
Further details are provided in the Notes "Other intangible assets with a finite useful life" and "Tangible assets (owned and under finance leases)".
This item was broken down as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Gains on disposals of non-current assets | ||
| Gains on the retirement/disposal of intangible and tangible assets | 2 | 2 |
| (a) | 2 | 2 |
| Losses on disposals of non-current assets | ||
| Losses on the retirement/disposal of intangible and tangible assets | 13 | 3 |
| (b) | 13 | 3 |
| Total (a-b) |
(11) | (1) |
The item Impairment reversals (losses) on non-current assets was negative by 2,683 million euros (negative by 30 million euros in 2017).
Impairment losses for 2018 are equal to 2,687 million euros and 2,686 million euros refers to the goodwill impairment loss attributable to the Core Domestic unit.
In accordance with IAS 36, goodwill is not subject to amortization, but is tested for impairment on at least an annual basis, when preparing the Company's separate financial statements. In the 2018 Annual Report the annual impairment test resulted in a total impairment loss of 2,686 million euros on the goodwill attributed to the Core Domestic Cash-Generating Unit.
Reversals totaled 4 million euros following an update of the assessment of some construction contracts subject to prior impairment.
A more detailed analysis is provided in the Note "Goodwill".
Details are as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Dividends | 125 | 255 |
| Impairment losses on financial assets | (54) | (30) |
| Total | 71 | 225 |
| of which, included in the supplementary disclosure on financial instruments | 11 | 1 |
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial instruments".
In particular, we report:
Finance income (expenses) show a net expense of 1,250 million euros, which breaks down as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Finance income | 1,177 | 1,571 |
| Finance expenses | (2,427) | (2,965) |
| Total net financial income (expenses) | (1,250) | (1,394) |
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Interest expenses and miscellaneous finance expenses | ||
| Interest expenses and other costs relating to bonds | (642) | (706) |
| Interest expenses relating to subsidiaries | (271) | (277) |
| Interest expenses relating to associates | − | − |
| Interest expenses to banks | (47) | (54) |
| Interest expenses to others | (129) | (155) |
| (1,089) | (1,192) | |
| Commissions | (58) | (69) |
| Miscellaneous finance expenses (*) | (124) | (134) |
| (182) | (203) | |
| Interest income and other finance income: | ||
| Interest income | 6 | 5 |
| Interest income from subsidiaries | 1 | 1 |
| Interest income from associates | − | − |
| Income from financial receivables, recorded in Non-current assets | − | − |
| Income from financial receivables from subsidiaries, recorded in Non current assets |
− | − |
| Income from financial receivables from associates, recorded in Non current assets |
− | − |
| Income from securities other than investments, recorded in Non-current assets |
− | − |
| Income from securities other than investments, recorded in Current assets |
30 | 41 |
| Miscellaneous finance income (*) | 18 | 6 |
| 55 | 53 | |
| Total net finance interest/(expenses) | (a) (1,216) |
(1,342) |
| Other components of financial income and expense: | ||
| Net exchange gains and losses Net result from derivatives |
1 (51) |
4 (40) |
| Net fair value adjustments to fair value hedging derivatives and underlyings |
(3) | 8 |
| Net fair value adjustments to non-hedging derivatives | 19 | (24) |
| Total other components of financial income and expense | (b) (34) |
(52) |
| Total net financial income (expenses) (c)=(a+b) |
(1,250) | (1,394) |
| of which, included in the supplementary disclosure on financial instruments |
(984) | (1,119) |
Further details on Financial Instruments are provided in the Note "Supplementary disclosure on financial instruments".
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Income from negative adjustment of IFRS 9 impairment reserve on financial assets through FVTOCI |
2 | − |
| Expenses from positive adjustment of IFRS 9 impairment reserve on financial assets through FVTOCI |
− | − |
| Reversal of IFRS 9 impairment reserve on financial assets through FVTOCI |
− | − |
| Impairment losses on financial assets other than investments | − | − |
For greater clarity of presentation, the net effects relating to derivative financial instruments are summarized in the following table:
| (millions of euros) | 2018 | 2017 | |||
|---|---|---|---|---|---|
| Exchange gains | 24 | 74 | |||
| Exchange losses | (23) | (70) | |||
| Net exchange gains and losses | 1 | 4 | |||
| Income from fair value hedge derivatives | 41 | 66 | |||
| Charges from fair value hedge derivatives | − | − | |||
| Net result from fair value hedge derivatives | (a) | 41 | |||
| Positive effect of the reversal of the Reserve of cash flow hedge derivatives to the income statement (interest rate component) |
213 | 246 | |||
| Negative effect of the reversal of the Reserve of cash flow hedge derivatives to the income statement (interest rate component) |
(305) | (352) | |||
| Net effect of the Reversal of the Reserve of cash flow hedge derivatives to the income statement (interest rate component) |
(b) | (92) | (106) | ||
| Income from non-hedging derivatives | 416 | 421 | |||
| Charges from non-hedging derivatives | (416) | (421) | |||
| Net result from non-hedging derivatives | − (c) |
||||
| Net result from derivatives | (a+b+c) | (51) | (40) | ||
| Positive fair value adjustments to fair value hedge derivatives | 50 | − | |||
| Negative fair value adjustments to Underlying financial assets and liabilities of fair value hedge derivatives |
(53) | − | |||
| Net fair value adjustments | (d) | (3) | − | ||
| Positive fair value adjustments to Underlying financial assets and liabilities of fair value hedge derivatives |
− | 95 | |||
| Negative fair value adjustments to fair value hedge derivatives | − | (87) | |||
| Net fair value adjustments | (e) | − | 8 | ||
| Net fair value adjustments to fair value hedging derivatives and underlyings |
(d+e) | (3) | 8 | ||
| Positive fair value to non-hedging derivatives | (f) | 378 | 616 | ||
| Negative fair value adjustments to non-hedging derivatives | (g) | (359) | (640) | ||
| Net fair value adjustments to non-hedging derivatives | (f+g) | 19 | (24) |
The following tables show the balances relating to transactions with related parties and the impact of those amounts on the separate income statement, statement of financial position and statement of cash flows of TIM S.p.A..
On May 16, 2018, the Board of Directors of TIM S.p.A. acknowledged that the grounds for considering Vivendi the entity exercising direction and coordination powers over TIM no longer applied. Furthermore, on June 25, 2018, the Board of Directors of TIM approved amendments to the internal procedure governing transactions with related parties, and updated the relative related-party boundary to reflect the new situation, whereby Vivendi no longer qualifies as the de facto controlling entity over TIM. The procedure was lastly updated by the Board of Directors with some improvements on July 24, 2018.
Related-party transactions, when not dictated by specific laws, were conducted at arm's length. They were performed in compliance with the internal procedure, which sets forth rules designed to ensure the transparency and fairness of the transactions in accordance with Consob Regulation 17221/2010. The current procedure is available on the website www.telecomitalia.com, under the Group section/Governance System channel.
For an analysis of transactions with subsidiaries and associates of TIM S.p.A. please refer to the Note "Investments".
The effects of related party transactions on the line items of the separate income statements for 2018 and 2017 are as follows:
| (millions of euros) | Total | Related Parties | ||||||
|---|---|---|---|---|---|---|---|---|
| Subsidiaries | Associates, subsidiaries of associates and joint ventures |
Other related parties (*) |
Pension funds |
Key managers |
Total related parties |
% of financial statement item |
||
| (a) | (b) | (b/a) | ||||||
| Revenues | 13,902 | 489 | 2 | 3 | − | − | 494 | 3.6 |
| Other income | 252 | 17 | − | − | − | − | 17 | 6.7 |
| Acquisition of goods and services |
5,801 | 1,069 | 5 | 81 | − | − | 1,155 | 19.9 |
| Employee benefits expenses | 2,541 | − | − | − | 69 | 10 | 79 | 3.1 |
| Other operating expenses | 722 | 16 | − | − | − | − | 16 | 2.2 |
| Gains/(losses) on disposals of non-current assets |
(11) | 1 | − | − | − | − | 1 | |
| Income (expenses) from investments |
71 | 113 | 1 | − | − | − | 114 | |
| Finance income | 1,177 | 362 | − | 9 | − | − | 371 | 31.5 |
| Finance expenses | 2,427 | 857 | 3 | 7 | − | − | 867 | 35.7 |
(*) Vivendi group and Companies belonging to the group that it belongs to; other related parties through directors, statutory auditors and key managers.
| (millions of euros) | Total | Related Parties | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Controlling Entity |
Subsidiaries | Associates, subsidiaries of associates and joint ventures |
Other related parties (*) |
Pension funds |
Key managers |
Total related parties |
% of financial statement item |
||
| (a) | (b) | (b/a) | |||||||
| Revenues | 14,099 | − | 424 | 3 | 50 | − | − | 477 | 3.4 |
| Other income | 459 | − | 18 | 3 | 4 | − | − | 25 | 5.4 |
| Acquisition of goods and services |
5,567 | − | 1,031 | 19 | 70 | − | − | 1,120 | 20.1 |
| Employee benefits expenses |
3,034 | − | − | − | 1 | 71 | 34 | 106 | 3.5 |
| Other operating expenses | 658 | − | 4 | − | − | − | − | 4 | 0.6 |
| Gains/(losses) on disposals of non-current assets |
(1) | − | 1 | − | − | − | − | 1 | |
| Income (expenses) from investments |
225 | − | 254 | − | − | − | − | 254 | |
| Finance income | 1,571 | − | 807 | − | 41 | − | − | 848 | 54.0 |
| Finance expenses | 2,965 | − | 655 | 11 | 111 | − | − | 777 | 26.2 |
(*) Vivendi group and Companies belonging to the group that it belongs to; other related parties both through directors, statutory auditors and key managers and as participants in shareholder agreements pursuant to Article 122 of the Consolidated Law on Finance.
The effects of related party transactions on the line items of the statements of financial position as at December 31, 2018 and December 31, 2017 are as follows:
| (millions of euros) | Total | Related Parties | |||||
|---|---|---|---|---|---|---|---|
| Subsidiaries | Associates, subsidiaries of associates and joint ventures |
Other related parties (*) |
Pension funds |
Total related parties |
% of financial statement item | ||
| (a) | (b) | (b/a) | |||||
| NET FINANCIAL DEBT | |||||||
| Non-current financial assets |
1,642 | 473 | − | − | − | 473 | 28.8 |
| Securities other than investments (current assets) |
466 | 214 | − | − | − | 214 | 45.9 |
| Financial receivables and other current financial assets |
327 | 17 | − | − | − | 17 | 5.2 |
| Cash and cash equivalents | 885 | 4 | − | − | − | 4 | 0.5 |
| Current financial assets |
1,678 | 235 | − | − | − | 235 | 14.0 |
| Non-current financial liabilities |
24,777 | 5,245 | − | − | − | 5,245 | 21.2 |
| Current financial liabilities | 7,903 | 3,767 | − | − | − | 3,767 | 47.7 |
| Total net financial debt | 29,360 | 8,304 | − | − | − | 8,304 | 28.3 |
| OTHER STATEMENT OF FINANCIAL POSITION LINE ITEMS |
|||||||
| Miscellaneous receivables and other non-current assets |
1,704 | 129 | − | − | − | 129 | 7.6 |
| Trade and miscellaneous receivables and other current assets |
3,850 | 437 | 3 | 2 | − | 442 | 11.5 |
| Miscellaneous payables and other non-current liabilities |
3,006 | 135 | − | − | − | 135 | 4.5 |
| Trade and miscellaneous payables and other current liabilities |
5,238 | 324 | 3 | 28 | 23 | 378 | 7.2 |
| (millions of euros) | Total | Related Parties | ||||||
|---|---|---|---|---|---|---|---|---|
| Controlling Entity |
Subsidiaries | Associates, subsidiaries of associates and joint ventures |
Other related parties (*) |
Pension funds |
Total related parties |
% of financial statement item |
||
| (a) | (b) | (b/a) | ||||||
| NET FINANCIAL DEBT | ||||||||
| Non-current financial assets |
1,611 | − | 262 | − | − | − | 262 | 16.3 |
| Securities other than investments (current assets) |
746 | − | 491 | − | − | − | 491 | 65.8 |
| Financial receivables and other current financial assets |
326 | − | 16 | − | 38 | − | 54 | 16.6 |
| Cash and cash equivalents | 771 | − | 49 | − | − | − | 49 | 6.4 |
| Current financial assets | 1,843 | − | 556 | − | 38 | − | 594 | 32.2 |
| Non-current financial liabilities |
28,467 | − | 7,144 | − | 80 | − | 7,224 | 25.4 |
| Current financial liabilities | 4,197 | − | 710 | − | 150 | − | 860 | 20.5 |
| Total net financial debt | 29,210 | − | 7,036 | − | 192 | − | 7,228 | 24.7 |
| OTHER STATEMENT OF FINANCIAL POSITION LINE ITEMS |
||||||||
| Miscellaneous receivables and other non-current assets |
1,752 | − | 100 | − | − | − | 100 | 5.7 |
| Trade and miscellaneous receivables and other current assets |
3,935 | − | 359 | 3 | 4 | − | 366 | 9.3 |
| Miscellaneous payables and other non-current liabilities |
1,291 | − | 82 | − | − | − | 82 | 6.4 |
| Trade and miscellaneous payables and other current liabilities |
5,850 | − | 279 | 3 | 24 | 23 | 329 | 5.6 |
The effects of related party transactions on the significant line items of the statements of cash flows for 2018 and 2017 are as follows:
| (millions of euros) | Total | Related Parties | |||||
|---|---|---|---|---|---|---|---|
| Subsidiaries | Associates, subsidiaries of associates and joint ventures |
Other related parties (*) |
Pension funds |
Total related parties |
% of financial statement item |
||
| (a) | (b) | (b/a) | |||||
| Purchase of intangible and tangible assets on an accrual basis |
5,101 | 15 | 3 | − | − | 18 | 0.4 |
(*) Vivendi group and Companies belonging to the group that it belongs to; other related parties through directors, statutory auditors and key managers.
| (millions of euros) | Total | Related Parties | ||||||
|---|---|---|---|---|---|---|---|---|
| Controlling Entity |
Subsidiaries | Associates, subsidiaries of associates and joint ventures |
Other related parties (*) |
Pension funds |
Total related parties |
% of financial statement item |
||
| (a) | (b) | (b/a) | ||||||
| Purchase of intangible and tangible assets on an accrual basis |
4,149 | − | 29 | 116 | − | − | 145 | 3.5 |
The most significant amounts are summarized as follows:
| 2018 | 2017 | Type of contract | |
|---|---|---|---|
| (millions of euros) | |||
| Revenues | |||
| 4G Retail S.r.l. | 102 | 96 Supply of products for sale to the public, voice and data transmission services and ICT services for company use, property leasing |
|
| Flash Fiber S.r.l. | 180 | 144 Development of a horizontal FTTH secondary network under the coinvestment agreement made on July 28, 2016 between TIM and Fastweb, voice services, data transmission devices and services for company use, ICT services, IT system upgrading, and administrative outsourcing. |
|
| Tim Participações group | 22 | 11 Roaming services, license support and provision as part of network operations, information technology, marketing & sales |
|
| H.R. Services S.p.A. | 3 | 4 Assistance and advisory services for human resources management, property leasing and facility management services, outsourced telephone services, supply of products for the fixed-line and mobile network, administrative outsourcing |
|
| INWIT S.p.A. | 31 | 42 Voice and data transmission services for company use, ICT services and licenses, IRU assignments of dark optic fiber and local infrastructure, Easy IP ADSL service, small cell design and production services, property leasing, revenues from contract work for BTS maintenance, administrative outsourcing |
|
| Noverca S.r.l. | 46 | 6 Voice services for company use and resale, integrated logistics services, administrative outsourcing |
|
| Olivetti S.p.A. | 25 | 47 Telephone services, MPLS and fiber services for the national data network, outsourced data and IT services in Data Centers, property leasing, project development, administrative outsourcing |
|
| Persidera S.p.A. | 3 | 5 Sale of network infrastructure for television broadcasting, access to the Internet via the IPG@TE service, national and international data services with outsourced assistance, voice devices and services, administrative outsourcing |
|
| Telecom Italia S.Marino S.p.A. | 2 | 3 Connection and telecommunications services, in particular for the sale of data (bitstream) services, dark fiber contract, local loop unbundling |
|
| Telecom Italia Sparkle S.p.A. | 66 | 59 Voice and data transmission services, services relating to the interconnection between Telecom Italia Sparkle and TIM communications networks with particular reference to accesses and international traffic, sale of IRU dark fiber, property leasing, administrative outsourcing |
|
| Telecom Italia Trust Technologies S.r.l. |
3 | 1 Voice services, Desktop Management and Data Center ICT services, administrative outsourcing |
|
| Telecontact S.p.A. | 3 | 3 Lease of properties and facility management services, supply of fixed and mobile network and IP connectivity telecommunications products and services, administrative outsourcing |
| 2018 | 2017 | Type of contract | |
|---|---|---|---|
| (millions of euros) | |||
| Telefonia Mobile Sammarinese S.p.A. |
1 | 1 Mobile telephone and telecommunications product sales | |
| Telenergia S.p.A. | 1 | 1 Outsourcing for company business, administrative outsourcing |
|
| Other minor companies | 1 | 1 | |
| Total revenues | 489 | 424 | |
| Other income | 17 | 18 Recovery of seconded personnel costs, refunds of costs for services, compensation for board positions, MSA ordinary maintenance fees from INWIT S.p.A., other income |
|
| 2018 | 2017 | Type of contract | |
|---|---|---|---|
| (millions of euros) | |||
| Acquisition of goods and services |
|||
| 4G Retail S.r.l. | 129 | 110 Supply of services for acquisition of new customers, information activities and post-sales assistance for TIM customers, activities for the promotion of TIM's image and distinctive brands through point-of-sale windows |
|
| A.C.C. S.r.l. | 7 | 10 Call center and back office services, customer care services |
|
| Olivetti Scuola Digitale S.r.l. | - | 1 Support provided to the Cloud Management Platform development plan within the Multicloud project, an upgrading of the Tim Digital platform, operational management of the TIM Reading online store, ICT solutions supply, installation and assistance for the school |
|
| Flash Fiber S.r.l. | 2 | - Use of the network in GPON mode for the supplies of the FTTH service |
|
| H.R. Services S.p.A. | 45 | 47 Administration of personnel employed by TIM, training of TIM personnel, welfare service, and ASSILT and CRALT |
|
| INWIT S.p.A. | 323 | 303 Supply of services for BTS sites, monitoring and security services, management and maintenance services |
|
| Noverca S.r.l. | 7 | 1 Interconnection services | |
| Telecom Italia Trust Technologies S.r.l. |
13 | 13 Certification Authority service for TIM and within the TIM customer offering, archiving service according to PEC rules for the TIM S.p.A.'s Certified Electronic Mail box, management services for electronic invoicing, provision of digital identity services |
|
| Olivetti S.p.A. | 37 | 34 Supply of the Cloud Printing service, provision of customized services as part of TIM offers for end customers, purchase of computer services, ICT product installation costs, after-sales service under TIM offers for end customers, processing, support and dispatching of services for information flows associated with the recovery of receivables and electronic storage of documents in accordance with law, management services for Prepaid and Subscription Agreements for fixed-line and mobile telephone consumer customers respectively for electronic and paper archiving, management services for consumer contracts supporting the TIM CDA Line, back office services under the "Postino Intelligente" project aimed at the remote sale of the mobile offering, developments for the upgrading of projects and platforms |
|
| Persidera S.p.A. | 2 | 1 Supply of "contribution services" for linear channels, for the provision and sale of the TIMvision service by TIM to its customers |
|
| Telecom Italia Sparkle S.p.A. | 174 | 181 Portion to be paid for telecommunications services and interconnection costs, telephone services, data transmission and international line lease |
| 2018 | 2017 | Type of contract | |
|---|---|---|---|
| (millions of euros) | |||
| Telecontact S.p.A. | 66 | 59 Customer Care services for TIM and for the Public Administration under the TIM offering |
|
| Telenergia S.p.A. | 263 | 271 Power services | |
| Other minor companies | 1 | - | |
| Total acquisition of goods and services |
1,069 | 1,031 | |
| Employee benefits expenses | - | - | |
| Other operating expenses | 16 | 4 Pay per Use contract to Flash Fiber S.r.l. | |
| Gains/(losses) on disposals of non-current assets |
1 | 1 | |
| Income (expenses) from investments |
|||
| INWIT S.p.A. | 68 | 53 Dividends | |
| Persidera S.p.A. | 8 | 9 Dividends | |
| Telecom Italia Finance S.A. | 37 | 190 Dividends | |
| Telecontact S.p.A. | - | 2 Dividends | |
| Total income (expenses) from investments |
113 | 254 | |
| Finance income | |||
| Flash Fiber S.r.l. | 5 | 1 Income from receivables, interest income on financial receivables |
|
| Olivetti S.p.A. | - | 1 Interest income on financial receivables, financial commission income |
|
| Telecom Italia Capital S.A. | 322 | 747 Income from securities, income from derivatives, and financial commission income |
|
| Telecom Italia Finance S.A. | 34 | 56 Income from securities, income from derivatives, and financial commission income |
|
| Telenergia S.p.A. | 1 | 1 Interest income on financial receivables, financial commission income |
|
| Other minor companies | - | 1 | |
| Total finance income | 362 | 807 | |
| Finance expenses | |||
| Telecom Italia Capital S.A. | 731 | 499 Interest on financial payables, charges on derivatives, miscellaneous finance expenses |
|
| Telecom Italia Finance S.A. | 126 | 156 Interest on financial payables, charges on derivatives, financial commissions payables |
|
| Total finance expenses | 857 | 655 |
| 12/31/2018 | 12/31/2017 | Type of contract | |
|---|---|---|---|
| (millions of euros) | |||
| Net financial debt | |||
| Non-current financial assets | |||
| Flash Fiber S.r.l. | 306 | 75 Loans | |
| Telecom Italia Capital S.A. | - | 43 Derivatives | |
| Telecom Italia Finance S.A. | 167 | 144 Derivatives | |
| Total non-current financial assets |
473 | 262 | |
| Securities other than investments (current assets) |
214 | 491 Securities held in portfolio by TIM S.p.A., as a result of the buyback offer on bonds of Telecom Italia Capital |
|
| Financial receivables and other current financial assets |
|||
| Flash Fiber S.r.l. | 1 | - Short-term financial receivables | |
| Telecom Italia Capital S.A. | 10 | 11 Derivatives | |
| Telecom Italia Finance S.A. | 3 | 3 Derivatives | |
| Tim Vision S.r.l. | 3 | - Short-term financial receivables | |
| TI Sparkle Med S.p.A. | - | 2 Short-term financial receivables | |
| Total financial receivables and other current financial assets |
17 | 16 | |
| Cash and cash equivalents | Treasury current account transactions | ||
| Olivetti Scuola Digitale S.r.l. | 1 | 1 | |
| Olivetti S.p.A. | 3 | 16 | |
| Persidera S.p.A. | - | 3 | |
| Telenergia S.p.A. | - | 24 | |
| TI Sparkle Med S.p.A. | - | 5 | |
| Total Cash and cash equivalents |
4 | 49 | |
| Non-current financial liabilities |
|||
| Telecom Italia Capital S.A. | 3,407 | 5,090 Hedging derivatives and financial payables | |
| Telecom Italia Finance S.A. | 1,838 | 2,054 Hedging derivatives and financial payables | |
| Total Non-current financial liabilities |
5,245 | 7,144 |
| 12/31/2018 | 12/31/2017 | Type of contract | |
|---|---|---|---|
| (millions of euros) | |||
| Current financial liabilities | |||
| A.C.C. S.r.l. | 2 | - Financial payables | |
| H.R. Services S.p.A. | 13 | 6 Payables for current account transactions | |
| INWIT S.p.A. | 3 | 9 Payables for current account transactions | |
| Telecom Italia Trust Technologies S.r.l. |
10 | 7 Payables for current account transactions | |
| Noverca S.r.l. | 14 | 4 Payables for current account transactions | |
| Olivetti S.p.A. | - | 1 Payables for finance leases of photocopiers | |
| Flash Fiber S.r.l. | 5 | 1 Payables for current account transactions | |
| Persidera S.p.A. | 6 | - Payables for current account transactions | |
| Telecom Italia Capital S.A. | 2,110 | 440 Financial payables, derivatives | |
| Telecom Italia Finance S.A. | 1,371 | 42 Financial payables, derivatives | |
| Telecom Italia Sparkle S.p.A. | 156 | 154 Payables for current account transactions and financial payables |
|
| Telecontact S.p.A. | 27 | 22 Payables for current account transactions | |
| Telenergia S.p.A. | 20 | - Payables for current account transactions | |
| Telsy S.p.A. | 5 | 4 Payables for current account transactions | |
| TI Sparkle Med S.p.A. | - | 3 Financial payables | |
| TIM Tank S.r.l. | - | 1 Payables for current account transactions | |
| Tim Vision S.r.l. | 1 | - Payables for current account transactions | |
| TN Fiber S.r.l. | 24 | 16 Payables for current account transactions | |
| Total Current financial liabilities |
3,767 | 710 | |
| (millions of euros) | 12/31/2018 | 12/31/2017 | Type of contract |
| Other statement of financial position line items |
|||
| Miscellaneous receivables and other non-current assets |
129 | 100 Relationships with Telecontact (customer care services) and 4G Retail (new activations), tax consolidation receivables |
|
| Trade and miscellaneous receivables and other current assets |
|||
| 4G Retail S.r.l. | 61 | 47 Supply of products for sale to the public, voice and data transmission services and ICT services for company use, property leasing, tax consolidation receivables |
|
| Flash Fiber S.r.l. | 168 | 139 Development of a horizontal FTTH secondary network under the coinvestment agreement made on July 28, 2016 between TIM and Fastweb, voice services, data transmission devices and services for company use, ICT services, IT system upgrading, and administrative outsourcing. |
|
| Tim Participações group | 20 | 9 Roaming services, license support and provision as part of network operations, information technology, marketing & sales |
|
| H.R. Services S.p.A. | 2 | 3 Assistance and advisory services for human resources management, property leasing and facility management services, outsourced telephone services, supply of products for the fixed-line and mobile network, administrative outsourcing |
|
| INWIT S.p.A. | 54 | 44 Voice and data transmission services for company use, ICT services and licenses, IRU assignments of dark optic fiber and local infrastructure, Easy IP ADSL service, small cell design and production services, property leasing, revenues from contract work for BTS maintenance, administrative outsourcing, tax consolidation receivables |
|
| Noverca S.r.l. | 22 | 4 Voice services for company use and resale, integrated logistics services, administrative outsourcing |
| 12/31/2018 | 12/31/2017 | Type of contract | |
|---|---|---|---|
| (millions of euros) | |||
| Olivetti S.p.A. | 26 | 48 Telephone services, MPLS and fiber services for the national data network, outsourced data and IT services in Data Centers, property leasing, project development, administrative outsourcing |
|
| Telecom Italia Trust Technologies S.r.l. |
3 | 2 Voice services, Desktop Management and Data Center ICT services, administrative outsourcing, tax consolidation receivables |
|
| Persidera S.p.A. | 4 | 4 Sale of network infrastructure for television broadcasting, access to the Internet via the IPG@TE service, national and international data services with outsourced assistance, voice devices and services, administrative outsourcing, tax consolidation receivables |
|
| Telecom Italia S.Marino S.p.A. | 1 | 2 Connection and telecommunications services, in particular for the sale of data (bitstream) services, dark fiber contract, local loop unbundling |
|
| Telecom Italia Sparkle S.p.A. | 30 | 32 Voice and data transmission services, services relating to the interconnection between Telecom Italia Sparkle and TIM communications networks with particular reference to accesses and international traffic, sale of IRU dark fiber, property leasing, administrative outsourcing, tax consolidation receivables |
|
| Telecontact S.p.A. | 30 | 17 Lease of properties and facility management services, supply of fixed and mobile network and IP connectivity telecommunications products and services, administrative outsourcing, tax consolidation receivables |
|
| Telenergia S.p.A. | 5 | 4 Outsourcing for company business, administrative outsourcing, tax consolidation receivables |
|
| Tim Vision S.r.l. | 5 | - Deferment of costs for the purchase of TV content relating to the viewing of TV series as part of offers for end customers |
|
| TN Fiber S.r.l. | 1 | 1 Telephone services, administrative outsourcing, property leasing and facility services |
|
| Other minor companies | 5 | 3 | |
| Total trade and miscellaneous receivables and other current assets |
437 | 359 | |
| Miscellaneous payables and other non-current liabilities |
|||
| Flash Fiber S.r.l. | 104 | 46 tax consolidation payables, deferred revenues deriving from contracts for the sale of transmission capacity |
|
| INWIT S.p.A. | 1 | 1 Deferred subscription charges revenues | |
| Noverca S.r.l. | 10 | 3 Tax consolidation payables | |
| Olivetti S.p.A. | 4 | 5 Tax consolidation payables | |
| Telecom Italia S.Marino S.p.A. | 1 | 1 Deferred revenues for connection and telecommunications services contracts |
|
| Telecom Italia Sparkle S.p.A. | 13 | 24 Deferred revenues from interconnection contracts, tax consolidation payables |
|
| TN Fiber S.r.l. | 1 | 1 Tax consolidation payables | |
| Other minor companies | 1 | 1 | |
| Total miscellaneous payables and other non-current liabilities |
135 | 82 | |
| Trade and miscellaneous payables and other current liabilities |
|||
| 4G Retail S.r.l. | 22 | 22 Supply of services for acquisition of new customers, information activities and post-sales assistance for TIM customers, activities for the promotion of TIM's image and distinctive brands through point-of-sale windows |
|
| A.C.C. S.r.l. | 1 | 2 Call center and back office services, customer care services, tax consolidation payables |
|
| H.R. Services S.p.A. | 18 | 20 Administration of personnel employed by TIM, training of TIM personnel, welfare services, and ASSILT and CRALT |
|
| Flash Fiber S.r.l. | 51 | 7 Use of the network in GPON mode for the supplies of the FTTH service, tax consolidation payables |
| 12/31/2018 | 12/31/2017 | Type of contract | |
|---|---|---|---|
| (millions of euros) | |||
| INWIT S.p.A. | 26 | 21 Supply of services for BTS sites, monitoring and security services, management and maintenance services |
|
| Telecom Italia Trust Technologies S.r.l. |
11 | 10 Certification Authority service for TIM and within the TIM customer offering, archiving service according to PEC rules for the TIM S.p.A.'s Certified Electronic Mail box, management services for electronic invoicing, provision of digital identity services, tax consolidation payables |
|
| Noverca S.r.l. | 9 | - Interconnection services | |
| Olivetti S.p.A. | 43 | 52 Supply of the Cloud Printing service, provision of customized services as part of TIM offers for end customers, purchase of computer services, ICT product installation costs, after sales service under TIM offers for end customers, processing, support and dispatching of services for information flows associated with the recovery of receivables and electronic storage of documents in accordance with law, management services for Prepaid and Subscription Agreements for fixed-line and mobile telephone consumer customers respectively for electronic and paper archiving, management services for consumer contracts supporting the TIM CDA Line, back office services under the "Postino Intelligente" project aimed at the remote sale of the mobile offering, developments for the upgrading of projects and platforms, tax consolidation payables |
|
| Persidera S.p.A. | - | 3 Supply of "contribution services" for linear channels, for the provision and sale of the TIMvision service by TIM to its customers, tax consolidation payables |
|
| Telecom Italia Sparkle S.p.A. | 73 | 59 Portion to be paid for telecommunications services and interconnection costs, telephone services, data transmission and international line lease, tax consolidation payables |
|
| Telecontact S.p.A. | 16 | 18 Customer Care services for TIM and for the Public Administration under the TIM offering, tax consolidation payables |
|
| Telenergia S.p.A. | 43 | 57 Power services, tax consolidation payables | |
| Telsy S.p.A. | 3 | - Provision of equipment under TIM offers to end customers, provision of ICT security solutions and services for TIM |
|
| Tim Vision S.r.l. | 5 | - Purchase of TV content relating to the viewing of TV series, tax consolidation payables |
|
| TN Fiber S.r.l. | 2 | 6 Disposal of Indefeasible Rights of Use (IRU) to the NGAN fiber-optic network in the town of Trento, tax consolidation payables |
|
| Other minor companies | 1 | 2 | |
| Total trade and miscellaneous payables and other current liabilities |
324 | 279 |
| STATEMENT OF CASH FLOWS LINE ITEMS (millions of euros) |
2018 | 2017 | Type of contract |
|---|---|---|---|
| Purchase of intangible and tangible assets on an accrual basis |
|||
| Olivetti S.p.A. | 6 | 5 Purchase of IT products for resale and lease under the offering to end customers |
|
| Telecom Italia Trust Technologies S.r.l. |
4 | 4 Digital Identity and Certification Authority | |
| Telenergia S.p.A. | 1 | 13 Connections for power supply of local NGAN cabinets | |
| TN Fiber S.r.l. | 2 | 6 Acquisition of infrastructure for the optic fiber network | |
| Other minor companies | 2 | 1 | |
| Total purchase of intangible and tangible assets on an accrual basis |
15 | 29 |
Italtel S.p.A. was recapitalized in 2017. The TIM Group did not participate, leading to the disposal of the equity interests it held. The recapitalization concluded on December 14, 2017, as of which date the Italtel group was no longer a related party.
The most significant amounts are summarized as follows:
| 2018 | 2017 | Type of contract | |
|---|---|---|---|
| (millions of euros) | |||
| Revenues | |||
| Asscom S.r.l. | 1 | 1 Insurance brokerage | |
| Italtel group | - | 1 Provision of equipment rental, fixed and mobile telephone and outsourced communication services |
|
| Nordcom S.p.A. | 1 | 1 Fixed and mobile voice services, equipment, data network connections and outsourcing |
|
| Total revenues | 2 | 3 | |
| Other income | - | 3 Contributions governed by partnership agreements from the Italtel group |
|
| Acquisition of goods and services |
|||
| Italtel group | - | 15 Supply and maintenance of switching equipment, software development and platform upgrading, customized products and services as part of TIM offerings to the company's customers, and extension of professional services for the new Multimedia Video Data Center for the provision of the TIM Vision service. |
|
| W.A.Y. S.r.l. | 4 | 4 Supply, installation and assistance services for geolocation equipment provided as part of offers to TIM customers and development and integration services provided under the Consip agreement |
|
| Other minor companies | 1 | - | |
| Total acquisition of goods and services |
5 | 19 | |
| Other operating expenses | - | - | |
| Income/(expenses) from investments |
1 | - Dividends | |
| Finance income | - | - | |
| Finance expenses | 3 | 11 Write-down of financial receivable due from Alfiere S.p.A. |
| (millions of euros) | 12/31/2018 12/31/2017 | Type of contract | |
|---|---|---|---|
| Net financial debt | |||
| Non-current financial assets | - | - | |
| Financial receivables and other current financial assets |
- | - | |
| Total Non-current financial liabilities |
- | - | |
| Total Current financial liabilities |
- | - | |
| Other statement of financial position line items |
|||
| Trade and miscellaneous receivables and other current assets |
|||
| Alfiere S.p.A. | 1 | 1 Contracts for project management, administration, corporate and compliance services, and sundry chargebacks |
|
| W.A.Y. S.r.l. | 1 | 1 Supply of fixed-line and mobile telephony | |
| Other minor companies | 1 | 1 | |
| Total trade and miscellaneous receivables and other current assets |
3 | 3 | |
| Trade and miscellaneous payables and other current liabilities |
|||
| Movenda S.p.A. | 1 | 1 Supply and certification of SIM CARDS, software systems | |
| W.A.Y. S.r.l. | 1 | 1 Supply, installation and assistance services for geolocation equipment provided as part of offers to TIM customers and development and integration services provided under the Consip agreement |
|
| Other minor companies | 1 | 1 | |
| Total trade and miscellaneous payables and other current liabilities |
3 | 3 |
| (millions of euros) | 2018 | 2017 | Type of contract |
|---|---|---|---|
| Purchase of intangible and tangible assets on an accrual basis |
|||
| Italtel group | - | 113 Purchases of telecommunications equipment | |
| Movenda S.p.A. | 2 | 2 Information technology services, licenses for Cardlet Mobile Connect. |
|
| Other minor companies | 1 | 1 | |
| Total purchase of intangible and tangible assets on an accrual basis |
3 | 116 |
The shareholder loan with the joint venture Alfiere S.p.A. in place at December 31, 2017 (11 million euros) was used to cover losses for 3 million euros and was subsequently increased by 3 million euros during 2018. The remaining amount, of 11 million euros, was fully written down.
TIM S.p.A. has also issued guarantees on behalf of subsidiaries, associates and joint ventures for a total of 5,914 million euros, net of back-to-back guarantees received (6,440 million euros at December 31, 2017).
In particular, the following is noted: 4,367 million euros on behalf of Telecom Italia Capital S.A. (5,003 million euros at December 31, 2017); 1,352 million euros on behalf of Telecom Italia Finance S.A. (1,367 million euros at December 31, 2017); 38 million euros on behalf of the Sparkle group (29 million euros at December 31, 2017); 62 million euros on behalf of Olivetti S.p.A. (51 million euros at December 31, 2017); 60 million euros on behalf of Telenergia S.p.A. (18 million euros at December 31, 2017); 1 million euros relating to Alfiere S.p.A. (1 million euros at December 31, 2017).
Details are provided below of the transactions with:
The most significant amounts are summarized as follows: SEPARATE INCOME STATEMENT LINE ITEMS
| 2018 | 2017 | Type of contract | |
|---|---|---|---|
| (millions of euros) | |||
| Revenues | |||
| Other Directors or through | 1 | - Fixed-line and mobile voice services and devices | |
| Mediobanca group | 1 | 4 Telephone services, sale of equipment, data network services and Internet accesses |
|
| Former Telco Companies | - | 45 See the Note "Related party transactions" in the Separate Financial Statements of TIM S.p.A. at 12/31/2017 |
|
| Other minor companies | 1 | 1 | |
| Total revenues | 3 | 50 | |
| Other income | - | 4 See the Note "Related party transactions" in the Separate Financial Statements of TIM S.p.A. at 12/31/2017 |
|
| Acquisition of goods and services |
|||
| Other Directors or through | 2 | - Amounts recognized for telephone services to be paid back |
|
| Havas Group | 72 | 54 Purchase of media space on behalf of TIM and, to a lesser extent, development and delivery of advertising campaigns |
|
| Mediobanca group | - | 1 Credit recovery activities | |
| Vivendi group | 7 | 4 Purchase of musical and television digital content (TIMmusic, TIMvision) and supply of D&P cloud-based games (TIMgames). |
|
| Former Telco Companies | - | 11 See the Note "Related party transactions" in the Separate Financial Statements of TIM S.p.A. at 12/31/2017 |
|
| Total acquisition of goods and services |
81 | 70 | |
| Employee benefits expenses | - | 1 | See the Note "Related party transactions" in the Separate Financial Statements of TIM S.p.A. at 12/31/2017 |
| Other operating expenses | - | - | |
| Income/(expenses) from investments |
- | - | |
| Finance income | |||
| Mediobanca group | 9 | 14 Income from derivatives | |
| Former Telco Companies | - | 27 See the Note "Related party transactions" in the Separate Financial Statements of TIM S.p.A. at 12/31/2017 |
|
| Total finance income | 9 | 41 |
| (millions of euros) | 2018 | 2017 | Type of contract | |
|---|---|---|---|---|
| Finance expenses | ||||
| Mediobanca group | 7 | 76 Expenses from derivatives, interest expenses | ||
| Former Telco Companies | - | 35 See the Note "Related party transactions" in the Separate Financial Statements of TIM S.p.A. at 12/31/2017 |
||
| Total finance expenses | 7 | 111 |
| (millions of euros) | 12/31/2018 | 12/31/2017 | Type of contract | |
|---|---|---|---|---|
| Net financial debt | ||||
| Non-current financial assets | - | - | ||
| Financial receivables and other current financial assets |
- | 38 Derivatives negotiated with the Mediobanca group | ||
| Cash and cash equivalents | - | - | ||
| Non-current financial liabilities | ||||
| Mediobanca group | - | 80 Referring to medium/long-term loans, derivatives and non-current financial payables for finance leases |
||
| Total Non-current financial liabilities |
- | 80 | ||
| Current financial liabilities | ||||
| Mediobanca group | - | 150 Current portion of medium/long term loans, derivatives and current financial payables for finance leases |
||
| Total Current financial liabilities |
- | 150 |
| 12/31/2018 | 12/31/2017 | Type of contract | |
|---|---|---|---|
| (millions of euros) | |||
| Other statement of financial position line items |
|||
| Trade and miscellaneous receivables and other current assets |
|||
| Other Directors or through | 1 | 3 Fixed-line and mobile voice services and devices | |
| Vivendi group | 1 | - TIM Show 2018 service, TV series rights | |
| Other minor companies | - | 1 | |
| Total trade and miscellaneous receivables and other current assets |
2 | 4 | |
| Miscellaneous payables and other non-current liabilities |
- | - | |
| Trade and miscellaneous payables and other current liabilities |
|||
| Havas Group | 27 | 22 Purchase of media space on behalf of TIM and, to a lesser extent, development and delivery of advertising campaigns |
|
| Mediobanca group | - | 1 Credit recovery activities | |
| Vivendi group | 1 | 1 Purchase of musical and television digital content (TIMmusic, TIMvision) and supply of D&P cloud-based games (TIMgames). |
|
| Total trade and miscellaneous payables and other current liabilities |
28 | 24 |
The most significant amounts are summarized as follows:
| (millions of euros) | 2018 | 2017 | Type of contract |
|---|---|---|---|
| Employee benefits expenses | Contributions to pension funds | ||
| Fontedir | 7 | 8 | |
| Telemaco | 62 | 63 | |
| Total Employee benefits expenses |
69 | 71 |
| 12/31/201 8 |
12/31/201 7 |
Type of contract | |
|---|---|---|---|
| (millions of euros) | |||
| Trade and miscellaneous payables and other current liabilities |
Payables for contributions to pension funds | ||
| Fontedir | 3 | 3 | |
| Telemaco | 20 | 20 | |
| Total trade and miscellaneous payables and other current liabilities |
23 | 23 |
In 2018, the total remuneration recorded on an accrual basis by TIM S.p.A. in respect of key managers amounted to 10 million euros (34 million euros at December 31, 2017). The figure breaks down as follows:
| (millions of euros) | ||
|---|---|---|
| 2018 | 2017 | |
| Short-term remuneration | 6 | 9 |
| Long-term remuneration | - | - |
| Employment termination benefit incentives | 3 | 25 |
| Share-based payments (*) | 1 | - |
| Total | 10 | 34 |
(*) These refer to the fair value of the rights, accrued to December 31, 2018, under the share-based incentive plans of TIM S.p.A. (Long Term Incentive 2018).
Short-term remuneration is paid during the period it pertains to, and, at the latest, within the six months following the end of that period. This item did not include the effects of the reversal of accruals related to the 2017 costs that came to about 1 million euros.
Employment termination benefit incentives for 2017 related to the amount awarded as a settlement to Flavio Cattaneo and did not include the reversal, totaling 10.7 million euros, of the accruals made in 2016 for the Special Award.
In 2018, contributions to defined contribution plans (Assida and Fontedir) paid by TIM S.p.A. in favor of Key Managers totaled 119,000 euros (97,000 euros in 2017).
In 2018, "Key managers", i.e. those who, directly or indirectly, have the power and responsibility for the planning, management and control of TIM Group operations, including directors, were the following:
| Giuseppe Recchi | (1) Deputy Executive Chairman of TIM S.p.A. | ||
|---|---|---|---|
| Arnaud Roy de Puyfontaine | (2) Executive Chairman of TIM S.p.A. | ||
| Fulvio Conti | (3) Executive Chairman of TIM S.p.A. | ||
| Amos Genish | (4) Managing Director and Chief Executive Officer of TIM S.p.A. | ||
| (5) General Manager of TIM S.p.A. | |||
| Luigi Gubitosi | (6) Managing Director and Chief Executive Officer of TIM S.p.A. | ||
| (6) General Manager of TIM S.p.A. | |||
| Managers: | |||
| Stefano De Angelis | (7) | Diretor Presidente Tim Participações S.A. | |
| Sami Foguel | (8) | ||
| Stefano Azzi | (9) Head of Consumer & Small Enterprise | ||
| (18) Chief Consumer Office | |||
| Stefano Ciurli | (9) Head of Wholesale | ||
| Giovanni Ferigo | (9) Head of Technology | ||
| Lorenzo Forina | (9) Head of Business & Top Clients | ||
| (18) Chief Business & Top Clients Office | |||
| Mario Di Mauro | (10) Strategy, Innovation & Customer Experience | ||
| Riccardo Meloni | (11) Head of Human Resources & Organizational Development | ||
| Cristoforo Morandini | (9) Head of Regulatory Affairs and Equivalence | ||
| Agostino Nuzzolo | (12) Head of Legal, Regulatory and Tax | ||
| Piergiorgio Peluso | Head of Administration, Finance and Control | ||
| Elisabetta Romano | (13) Chief Technology Office | ||
| Pietro Scott Iovane | (14) Chief Commercial Office | ||
| Michel Sibony | (15) | ||
| Anna Spinelli | (16) | Head of the Procurement Unit & Real Estate | |
| Stefano Siragusa | (17) Chief Wholesale Infrastructures Network and Systems Office | ||
| (1) To March 22, 2018. | |||
| (2) To April 24, 2018. | |||
| (3) From November 13, 2018 to November 17, 2018. | |||
| (4) To April 24, 2018 and from May 7, 2018 to November 13, 2018. | |||
(5) To November 14, 2018.
(6) From November 18, 2018.
(7) To July 22, 2018.
(8) From July 23, 2018.
(9) To March 5, 2018.
(10) From March 6, 2018; with organization communication dated January 7, 2019, the structure was renamed "Innovation and Customer Experience".
(11) From March 16, 2018.
(12) With organization communication dated January 7, 2019, the structure was renamed "Legal & Tax".
(13) From July 1, 2018.
(14) From April 19, 2018 to September 11, 2018.
(15) To May 16, 2018.
(16 ) From September 1, 2018.
(17) From March 12, 2018.
(18) From September 24, 2018.
Equity compensation plans in place at December 31, 2018 are used for retention purposes and to offer long-term incentives to Group managers and personnel.
A summary is provided below of the plans in place at December 31, 2018. For more information on the plans in place at December 31, 2017, see the Separate Financial Statements of TIM S.p.A. at that date.
The objective of the 2014–2016 Stock Option Plan, introduced following its approval by the Board of Directors of the Company on June 26, 2014, was to encourage management holding organizational positions that are crucial to the company business to focus on the medium/long-term growth in value of company shares. It was aimed at the then Chief Executive Officer, Top Management (including Key Officers) and select TIM Group managers. For a description of the Plan, see the Separate Financial Statements of TIM S.p.A. at December 31, 2017.
The three-year exercise period (March 24, 2017 - March 24, 2020) commenced following the approval of the financial statements for 2016 by the Board of Directors on March 23, 2017.
Based on final data approved, the number of exercisable options is 20% of the total options assigned to targets. The exercise price was set, by the Board of Directors meeting that initiated the plan at 0.94 euros per option (strike price). For the allocations made in 2015 and 2016, the strike price was determined as the higher of the price established upon initial allocation and the price resulting from the application of the above criteria at the time of allocation of the options. Below is the situation at December 31, 2018:
On April 24, 2018 the Shareholders' Meeting of TIM S.p.A. approved the 2018 Long Term Incentive Plan (the "Plan"). The objective of the Plan is to create incentives for Beneficiaries upon achievement of Group corporate objectives set out in the industrial plan, bringing the interests of management holding organizational positions that are crucial to the company business into line with the interests of TIM S.p.A. owners in terms of growth in value of the Share over the medium to long term.
The Plan envisages two grants: a first grant reserved to the Chief Executive Officer, serviced by a maximum of 30,000,000 shares; a second grant for a select number of Group management (serviced by a maximum of 55,000,000 shares).
It provides for a three-year vesting period (2018–2020) and the bonus allocation of ordinary shares of the TIM S.p.A. Company subject to the achievement of the performance conditions stated below, as assessed by the Board of Directors when approving the TIM Group consolidated financial statements at December 31, 2020:
(+/-) changes in adjusted net working capital (reported adjusted for any non-recurring items), including the changes in the operating provisions;
(-) total finance expenses;
(-) taxes
This amount is the Free Cash Flow available for paying dividends, debt repayment, the impact of IAS 17 (finance lease) and the investment in frequencies, and does not include the financial impact of investment acquisition and/or disposal transactions (M&A).
Following assignment, all shares will be subject to the lock-up clause for two years. The operating terms and conditions of the Plan are set forth in the Plan Rules, approved by the Board of Directors on July 24, 2018, which resolved its start-up.
For the description of the Special Award 2016-2019, launched in 2016, see the Separate financial statements of TIM S.p.A. at December 31, 2017.
At December 31, 2018 the Key Managers, identified in 2017 as beneficiaries in relation to the 1.5% share of the 2016 over-performance, were granted a total amount of 1 million euros (of which 0.8 million euros consisted of 1,025,640 TIM S.p.A. ordinary shares and the remainder in cash). The payment is scheduled for after the approval of the Financial Statements for the year 2019.
The impact of non-recurring events and transactions on equity, profit, net financial debt and cash flows is set out below in accordance with Consob Communication DEM/6064293 dated July 28, 2006:
| (millions of euros) | Equity | Profit (loss) for the year |
Net financial debt |
Cash flows (*) |
|
|---|---|---|---|---|---|
| Amount – financial statements | (a) | 18,138 | (1,854) | 29,360 | (515) |
| Adjustments of revenues from previous years | (62) | (62) | − | − | |
| Professional and consulting services and other costs |
(9) | (9) | 14 | (14) | |
| Charges and provisions for restructuring and other |
(158) | (158) | 198 | (198) | |
| Expenses related to disputes and regulatory sanctions and related liabilities, and expenses related to disputes with former employees and |
|||||
| liabilities with customers and/or suppliers | (85) | (85) | 17 | (17) | |
| Sundry expenses | (17) | (17) | 22 | (22) | |
| Impairment loss on Goodwill | (2,686) | (2,686) | − | − | |
| Finance expenses | (7) | (7) | − | − | |
| Total non-recurring effects | (b) | (3,024) | (3,024) | 251 | (251) |
| Figurative amount | (a-b) | 21,162 | 1,170 | 29,109 | (264) |
(*) Cash flows refer to the increase (decrease) in Cash and cash equivalents during the year.
The impact of non-recurring items on the separate income statement line items is as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Operating revenues and other income | (62) | − |
| Adjustments of revenues from previous years | (62) | − |
| Acquisition of goods and services | (13) | (8) |
| Advisory and professional services and other costs | (13) | (8) |
| Employee benefits expenses | (221) | (692) |
| Expenses related to restructuring and rationalization and other expenses | (221) | (692) |
| Other operating expenses | (108) | (176) |
| Expenses related to disputes and regulatory sanctions and related liabilities, and expenses related to disputes with former employees and liabilities with customers and/or suppliers |
(87) | (148) |
| Sundry expenses | (21) | (28) |
| Impact on EBITDA | (404) | (876) |
| Impairment reversals (losses) on non-current assets | (2,686) | (30) |
| Goodwill impairment loss | (2,686) | − |
| Impairment losses on intangible assets | − | (30) |
| Impact on EBIT | (3,090) | (906) |
| Other finance income (expenses) | (9) | (26) |
| Impact on profit (loss) before tax | (3,099) | (932) |
| Effect on income taxes on non-recurring items | 75 | 261 |
| Impact on profit (loss) for the year | (3,024) | (671) |
In accordance with Consob Communication DEM/6064293 of July 28, 2006, a statement is made to the effect that in 2018 no atypical and/or unusual transactions, as defined by that Communication, were pursued.
Expenditures for research and development activities are represented by external costs, labor costs of dedicated staff and depreciation and amortization. Details are as follows:
| (millions of euros) | 2018 | 2017 |
|---|---|---|
| Research and development costs expensed during the year | 44 | 43 |
| Capitalized development costs | 1,121 | 1,904 |
| Total research and development costs (expensed and capitalized) | 1,165 | 1,947 |
The decrease in 2018 is mainly connected to the completion of the engineering, expansion and development of next generation networks, i.e. LTE and NGAN, which have not reached maturity.
In the 2018 separate income statement, amortization charges totaling 780 million euros were recorded for development costs capitalized during the year and in prior years.
Research and development activities conducted by TIM S.p.A. are detailed in the Report on Operations (Sustainability Section).
In accordance with IAS 17, the Company considers as non-cancelable those operating leases that can only be canceled upon the occurrence of some remote contingency, with the permission of the lessor, or upon payment by the lessee of such an additional significant contractual penalty that renders early termination of the contract unreasonable.
In particular:
TIM has entered into agreements for line lease and hosting which cannot be canceled. At December 31, 2018, the amount of lease installments receivable was as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Within 1 year | 29 | 73 |
| From 2 to 5 years | 75 | 97 |
| Beyond 5 years | - | 5 |
| Total | 104 | 176 |
TIM has entered into non-cancelable operating leases on properties, rental agreements for IT products, equipment and devices and hosting contracts on sites owned by third parties.
The measurement perimeter shown excludes – in addition to leases already classified as finance leases (mainly real estate leases and leases on equipment and vehicles) whose Asset and Liability value is recognized in the financial statements – also for the variable and accessory components of these leases (e.g. underlying land of leased buildings), as well as leases considered cancelable, as defined above.
At December 31, 2018 the amount of lease installments receivable is as follows:
| (millions of euros) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Within 1 year | 441 | 427 |
| From 2 to 5 years | 1,267 | 1,334 |
| Beyond 5 years | 217 | 133 |
| Total | 1,925 | 1,894 |
It should also be noted that, in addition to the above, the IFRS 16 accounting standard - Leases (applied from 1/1/2019) includes subscription charges relating to operating leases outstanding at December 31, 2018 relating to cancelable passive real estate contracts or lease periods classified as cancelable (for example, subsequent lease renewals).
For further details on the application of the new IFRS 16 accounting standard, see Note "Accounting Policies".
Italian Law 124/2017 requires that information on subsidies, contributions, paid assignments and economic benefits of any kind received from public administrations be provided. In relation to this, funds received are shown in the following table:
| Distributing entity | intervention segment | 2018 collections (millions of euros) |
|---|---|---|
| Fondimpresa | training | 5 |
| Fondirigenti | training | 1 |
| Infratel | construction of ultrabroadband infrastructure | 106 |
| Ministry of Economic Development | construction of mobile network infrastructure | 1 |
| technological innovation projects | 1 | |
| MIUR | research and energy efficiency projects | 1 |
| Autonomous Province of Trento | Eschooling project | 1 |
| Total | 116 |
The table below shows the total fees payable to PwC S.p.A. and the other entities of the PwC network for auditing the 2018 financial statements, as well as the fees pertaining to 2018 for other audit/checking services and other non-audit services provided to TIM by PwC and other entities of the PwC network. Out-of-pocket expenses incurred in 2018 for such services are also included herein.
| TIM S.p.A. | |||
|---|---|---|---|
| (in euros) | PwC S.p.A. | Other firms in the PwC network |
Total PwC network |
| Audit services: | |||
| audit of the separate financial statements | 1,401,717 | 1,401,717 | |
| audit of the consolidated financial statements | 194,400 | 194,400 | |
| review of Form 20-F and SOX Rule 404 | 1,002,700 | 1,002,700 | |
| limited review of the half-year condensed consolidated financial statements |
229,130 | 229,130 | |
| other | 15,500 | 15,500 | 31,000 |
| Verification services with issue of certification | 65,000 | 65,000 | |
| Attestation of compliance of the Consolidated Non-Financial Statement | 83,281 | 83,281 | |
| Other services: | |||
| agreed procedures on regulatory accounting areas | 30,000 | 30,000 | |
| due diligence procedures for the sale/purchase of investments | 185,091 | 185,091 | |
| other | 110,000 | 37,500 | 147,500 |
| Total 2018 fees due for audit and other services to the PwC network | 3,131,728 | 238,091 | 3,369,819 |
| Out-of-pocket expenses | 290,675 | ||
| Total | 3,660,494 |
On January 8, TIM S.p.A. successfully concluded the launch of a fixed-rate bond issue for 1 billion 250 million euros intended for institutional investors, financing itself below its average cost of debt. The yield of the issue, equal to 4.125%, is lower than the Group's average cost of debt, which was about 4.4% at the end of September 2018. The issue is part of the maturing debt optimization and refunding process.
Issuer: Telecom Italia S.p.A. Amount: 1 billion 250 million euros Settlement date: January 11, 2019 Maturity: April 11, 2024 Coupon: 4.000% Issue price: 99.436% Repayment price: 100.000%
Actual yield upon maturity, 4.125%, corresponds to a yield of 387.6 basis points above the reference rate (mid swap).
The securities were issued as part of the Group 20 billion-euro EMTN program and will be listed on the Luxembourg Stock Exchange.
Vodafone Italia ("Vodafone") and the Telecom Italia Group ("TIM") intend to begin a partnership to share the active component of the 5G network, assess the possibility of sharing active devices on the 4G network and expand the current passive sharing agreement; the partnership will allow for more rapid 5G development, across a wider geographical area and at a lower cost.
The two companies:
On February 21, 2019 Vodafone and TIM announced that they had signed a non-binding Memorandum of Understanding in relation to a potential partnership to share the active network and expand the current passive infrastructure sharing agreement.
The Parties are also assessing the feasibility and contents of a possible merger agreement for their respective transmission towers in Italy into a single entity.
To allow assessment of these initiatives, Vodafone and TIM have agreed a period of negotiation exclusivity.
In relation to the project to share the active network, Vodafone and TIM intend to sign an agreement that would allow joint development of the 5G infrastructure. This project will allow for more rapid 5G development, across a wider geographical area and at a lower cost. Vodafone and TIM will assess the technical and commercial feasibility of jointly installing their active 5G equipment across the country, including in some large cities where each company may wish to maintain strategic flexibility and ensure its ability to respond to the needs of its customers.
Vodafone and TIM also intend to assess the possibility of also sharing active equipment on the existing 4G networks, in support of 5G network active sharing; this could also generate further efficiencies. In addition, Vodafone and TIM intend to adapt their respective mobile transmission networks, through the use of higher capacity fiber-optic cables ("Fiber-to-the-Site" or "backhauling"). This would allow customers to take advantage of the new 5G features, such as higher speed and lower latency, and would generate greater economies of scale for the companies.
Vodafone and TIM also intend to extend their current passive infrastructure network agreement, moving from the current 10,000 sites (about 45% of the two companies' total tower numbers) to national coverage, with the aim of accelerating and strengthening 5G technology development and of using the network infrastructure more efficiently, in both urban and rural areas.
In relation to the potential combination, Vodafone and TIM have agreed to assess a potential transaction to allow them to consolidate approximately 22,000 telecommunication towers in Italy, merging into a single entity the passive network infrastructures of Vodafone with those of Infrastrutture Wireless Italiane ("Inwit"), a listed company 60% owned by TIM. The combination would be structured to create value for all the parties involved. The companies intend to assess the opportunity, where possible, to move active network equipment currently hosted on third-party towers to the new company over time. The expanded tower infrastructure would allow the continued pursuit of the objective to increase other operator hosting, generating further efficiencies.
The potential combination would be structured to give Vodafone and TIM the same equity investment and equal governance rights in Inwit, as well to ensure the parties do not have to launch a public tender offer on Inwit shares.
As a whole, the initiative aims to promote sector competition and facilitate an open environment for 5G development.
All the projects described are covered, in their essential terms, in a non-binding Memorandum of Understanding and their implementation is conditional on the signing of binding agreements between the parties, as well as the necessary antitrust clearance.
Vodafone and TIM aim to conclude one or more of the Initiatives during 2019.
| (thousands of euros) | Head office | Share capital |
Equity | Profit/ (loss) |
% Ownership |
Share of equity (A) |
Carrying amount (B) |
Difference (B-A) |
||
|---|---|---|---|---|---|---|---|---|---|---|
| (1) | (1) (2) | (1) | (3) | (4) | ||||||
| Investments in subsidiaries | ||||||||||
| 4G RETAIL | Milan | Euro | 2,402 | 67,167 | 8,879 | 100.00% | 67,167 | 15,108 | (52,059) | |
| CD FIBER | Rome | Euro | 50 | 45 | (1) | 100.00% | 45 | (5) | 50 | 5 |
| FLASH FIBER | Milan | Euro | 30 | 188,149 | (9,624) | 80.00% | 150,519 | 163,224 | 12,705 | |
| HR SERVICES | L'Aquila | Euro | 500 | 12,696 | 3,834 | 100.00% | 12,696 | 570 | (12,126) | |
| INFRASTRUTTURE WIRELESS ITALIANE |
Milan | Euro | 600,000 | 1,548,305 | 140,761 | 60.03% | 853,497 | 828,494 | (25,003) | |
| NOVERCA | Rome | Euro | 10 | 18,690 | (25,891) | 100.00% | 18,691 | 18,691 | - | |
| OLIVETTI | Ivrea (TO) | Euro | 10,000 | 12,047 | (8,147) | 100.00% | 12,047 | 11,984 | (63) | |
| PERSIDERA | Rome | Euro | 21,429 | 103,702 | 14,434 | 70.00% | 62,488 | 133,186 | 70,699 | |
| TELECOM ITALIA CAPITAL | Luxembourg | Euro | 2,336 | (82,450) | 30,214 | 100.00% | (82,450) | 2,388 | 84,838 | |
| TELECOM ITALIA FINANCE | Luxembourg | Euro | 1,818,692 | 6,381,796 | 96,902 | 100.00% | 6,328,696 | 5,914,971 | (413,725) | |
| TELECOM ITALIA LATAM PARTIC. E GESTÃO ADMIN. |
SanPaolo (Brazil) |
R\$ | 118,926 | (25,257) | (5,595) | |||||
| Euro | 26,805 | (6,144) | (1,261) | 100.00% | (6,144) | (5) | - | 6,144 | ||
| TELECOM ITALIA SAN MARINO | San Marino | Euro | 1,808 | 5,625 | 935 | 100.00% | 5,625 | 7,565 | 1,940 | |
| TELECOM ITALIA SPARKLE | Rome | Euro | 200,000 | 675,846 | (3,412) | 100.00% | 768,783 | (6) | 586,668 | (182,115) |
| TELECOM ITALIA TRUST TECHNOLOGY |
Pomezia (RM) | Euro | 7,000 | 13,705 | 1,168 | 100.00% | 13,705 | 8,498 | (5,207) | |
| TELECOM ITALIA VENTURES | Milan | Euro | 10 | 2,442 | (100) | 100.00% | 2,442 | 2,541 | 99 | |
| TELECONTACT CENTER | Naples | Euro | 3,000 | 25,490 | 5,378 | 100.00% | 25,490 | 12,523 | (12,967) | |
| TELENERGIA | Rome | Euro | 50 | 32,501 | 1,730 | 100.00% | 32,501 | 50 | (32,451) | |
| TELSY | Turin | Euro | 390 | 18,894 | 648 | 100.00% | 18,894 | 14,517 | (4,377) | |
| TI AUDIT COMPLIANCE LATAM (in liquidation) |
Rio de Janeiro (Brazil) |
R\$ | 1,500 | 1,938 | (131) | |||||
| Euro | 338 | 437 | (30) | 69.9996% | 306 | 313 | 7 | |||
| TIMVISION | Rome | Euro | 50 | 1,335 | (728) | 100.00% | 1,335 | (5) | 2,550 | 1,215 |
| TIM BRASIL SERVIÇOS E PARTICIPAÇÕES |
Rio de Janeiro (Brazil) |
R\$ | 7,169,030 | 11,082,378 | 511,706 | |||||
| Euro | 1,615,869 | 2,497,921 | 115,336 | 0.00000001 % |
- | - | - | |||
| TIM TANK | Milan | Euro | 18,600 | 16,062 | (80) | 100.00% | 16,062 | (5) | 19,175 | 3,113 |
| TIMB 2 | Rome | Euro | 10 | 7 | (1) | 1.00% | - | - | - | |
| TN FIBER | Trento | Euro | 55,918 | 38,498 | (1,312) | 100.00% | 38,498 | 38,498 | - | |
| (*) | 7,781,564 | (559,329) |
| (thousands of euros) | Head office | Share capital |
Equity | Profit/ (loss) |
% Ownership | Share of equity (A) |
Carrying amount (B) |
Difference (B-A) |
|
|---|---|---|---|---|---|---|---|---|---|
| (1) | (1) (2) | (1) | (3) | (4) | |||||
| Investments in associates and joint ventures | |||||||||
| ALFIERE | Rome | Euro | 9,250 | 3,571 | (5,679) | 50.00% | 1,786 | - | (1,786) |
| AREE URBANE (in | Milan | Euro | |||||||
| liquidation) | 100 | (61,635) | (21,165) | 32.62% | (20,105) | - | 20,105 | ||
| ASSCOM INSURANCE | Milan | Euro | |||||||
| BROKERS | 100 | 1,481 | 652 | 20.00% | 296 | 20 | (276) | ||
| NORDCOM | Milan | Euro | 5,000 | 13,031 | 1,029 | 42.00% | 5,473 | 2,143 | (3,330) |
| TIGLIO I | Milan | Euro | 5,256 | 11,538 | (2,882) | 47.80% | 5,515 | 4,835 | (680) |
| TIGLIO II (in liquidation) | Milan | Euro | 10 | 209 | (33) | 49.47% | 103 | 119 | 16 |
| Consorzio EO (in liquidation) | Rome | Euro | 31 | 1 | (1) | 50.00% | 1 | - | (1) |
| 7,117 | 14,408 |
(*) The amount does not include 7 thousand euros representing the discount and the fair value of the bonus shares, on the Telecom Italia ordinary shares
subscribed by the employees of the companies controlled indirectly by the Telecom Group under the "2010-2014 Broad-Based Employee Share Ownership Plan ("BBSOP").
(1) Figures taken from the latest approved financial statements. For subsidiaries, the data used are taken from the IFRS-prepared financial statements.
(2) Includes profit (loss)
(3) Net of dividends to be paid
(4) Includes investment account payments
(5) Covered by the provision for losses of subsidiaries and associates
(6) Figures taken from the consolidated financial statements
of the administrative and accounting procedures used in the preparation of the separate financial statements for the 2018 fiscal year.
February 21, 2019
Chief Executive Officer Manager Responsible for Preparing the Corporate Financial Reports
________(signed)_____________
________(signed)___________
Luigi Gubitosi
Piergiorgio Peluso

in accordance with article 14 of Legislative Decree No. 39 of 27 January 2010 and article 10 of Regulation (EU) No. 537/2014
To the shareholders of TIM SpA
We have audited the financial statements of TIM SpA (the "Company"), which comprise the statement of financial position as of 31 December 2018, the income statement, statement of comprehensive income, statement of changes in equity, statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the financial statements give a true and fair view of the financial position of the Company as of 31 December 2018, and of the result of its operations and cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union, as well as with the regulations issued to implement article 9 of Legislative Decree No. 38/05.
We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of this report. We are independent of the Company pursuant to the regulations and standards on ethics and independence applicable to audits of financial statements under Italian law. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This report has been translated into English from the Italian original solely for the convenience of international readers
Other information
Pantheon Roma

The Shareholders' Meeting of 24 April 2018 appointed the new Board of Statutory Auditors, now composed of Standing Auditors Roberto Capone (Chairman), already in office in the previous Board of Statutory Auditors and by new members Anna Doro, Giulia De Martino, Marco Fazzini and Francesco Schiavone Panni, to replace the previous Board of Auditors composed of Roberto Capone (Chairman), Vincenzo Cariello, Gabriella Chersicla and Gianluca Ponzellini, Ugo Rock.
During the financial year that closed on 31 December 2018, the Board of Statutory Auditors performed the supervisory activities required by law, according to the principles of conduct recommended by CNDCEC (the Italian board of chartered accountants and accounting consultants) and by the Consob notices on company control, and the indications in the Corporate Governance Code.
The Board of Statutory Auditors acquired the information necessary for it to perform its supervisory duties by attending meetings of the Board of Directors and the Board Committees, presentation by Company and Group management, meetings with the external auditor and the corresponding control bodies of Group Companies, analysis of flows of information acquired from the competent company departments, and additional control activities.
The supervisory duties of the Board of Statutory Auditors are governed by article 2403 of the Italian Civil Code, by Legislative Decree 58/1998 and by Legislative Decree 39/2010. The Board has examined the changes made to Legislative Decree 39/2010 by Legislative Decree 135/2016, implementing Directive 2014/56/EU which amends Directive 2006/43/EC on the external audit of annual and consolidated accounts and by European Regulation 537/2014.
This Report sets out the supervisory activities undertaken during the 2018 financial year to the present, as required by Consob Notice no. DEM/1025564 of 6 April 2001 and subsequent amendments and supplements.
Based on the information received and after the analyses conducted by the Board of Statutory Auditors, it emerged that the transactions carried out by the Company which have major impact on its revenues, finances and assets, including transactions performed through companies in which the Company has a direct or indirect stake, are essentially the following:
The transactions indicated above are detailed in the notes to the consolidated financial statements of the TIM Group and the notes to the separate balance sheet of TIM, as well as in the report on operations for the year 2018.
The Board of Statutory Auditors checked that the above transactions complied with the law, the Company bylaws and the principles of correct administration, making sure that they were not manifestly imprudent or risky, or contrary to resolutions adopted by the Shareholders' Meeting or likely to compromise the integrity of the company's assets; those transactions with Directors' interests or with other related parties were subjected to the transparency procedure set out in the applicable regulations.
Over the course of 2018 the Board of Statutory Auditors encountered no atypical and/or unusual corporate transactions with third parties or related parties (including with Group companies).
Information on the principal intra-group transactions and transactions with other related parties carried out in 2018, with descriptions of their characteristics and economic effects, is contained in the notes to the separate financial statements of TIM and in those to the consolidated financial statements of the TIM Group.
The Board of Statutory Auditors believes that the report on the Company's intra-group and related party transactions provided in the notes to the separate financial statements of TIM and in the notes to the consolidated financial statements of the TIM Group, is to be considered adequate.
On 8 March 2019, audit firm PricewaterhouseCoopers (hereinafter also "PwC") issued the reports pursuant to article 14 and 16 of Legislative Decree 39/2010 and to article 10 of EU Regulation 537/2014, in which it attests that the separate financial statements of Telecom Italia S.p.A. and the consolidated financial statements of the Telecom Italia Group at 31 December 2018 comply with the International Financial Reporting Standards (IFRS) adopted by the European Union, as well as with the orders issued in implementation of Article 9 of Legislative Decree 38 of 2005, are drafted with clarity, and represent truthfully and correctly the finances and assets, profit and loss and cash flows of the Company and the Group truthfully and correctly.
PwC issued also its "Additional report for the internal control and audit committee", which illustrates the results of the external audit of the accounts that had been carried out, and includes the declaration on independence pursuant to article 6, paragraph 2, letter a) of Regulation (EU) 537 of 16 April 2014, and also the reports required by article 11 of the same Regulation, which identifies three significant shortcomings.
The Board of Statutory Auditors will inform the board of directors of the Company on the outcomes of the external audit. For this purpose it will transmit the additional report pursuant to art. 11 of the European Regulation 537/2014, complete with its own comments, if any, pursuant to art. 19 of Legislative Decree 39/2010, as amended by Legislative Decree 135/2016 implementing Directive 2014/56/EU which amends Directive 2006/43/EC, and by European Regulation 537/2014.
The external audit firm also considers that the report on operations and the information in the Report on corporate governance and share ownership indicated in art. 123-bis, subsection 4 of the CLF are consistent with TIM's financial statements for the period and with the consolidated financial statements for the TIM Group at 31 December 2018.
From the date of the previous Report (30 March 2018) to the date of this Report, the Company received 6 complaints pursuant to article 2408, subsection 3, of the Italian Civil Code, submitted by some shareholders.
Of these complaints, three were considered by the Board of Statutory Auditors in its previous composition and essentially regarded the Shareholders' Meeting of 24 April 2018. Upon completion of its activity to check the content of these complaints, the Board of Statutory Auditors found them to be without foundation and decided to take no further action.
The Board of Statutory Auditors in its current composition received three complaints. Upon completion of its activity to check the content of the first two complaints,, the Board of Statutory Auditors decided that the complaints in question regarded generic facts and alleged technical and commercial faults and that there therefore those of a commercial nature and that, therefore, the preconditions for further action had not been met, since the acts in question could not be qualified as complaints and were not pertinent to the specific supervisory activity of the control body. As for the third complaint, which was followed by an addendum, this was made by shareholder Vivendi SA and regards instances of misconduct specifically indicated in the
complaint, deemed to be of significant gravity, alleged to have been undertaken by some of the directors of TIM.
The Board had also received a complaint from a member of the Board of Directors Arnaud Roy De Puyfontaine, which brought to the attention of the Board of Statutory Auditors a series of issues relating to the governance of the Company and various instances of misconduct, substantially similar to those that are the object of the complaint made by shareholder Vivendi SA.
The Board of Statutory Auditors has reviewed the complaints received, also with the support of the competent offices of the Company and, after completing its investigations, found no elements to support the allegations of irregularities that had been made, with the exception of the matters set out below, with reference to the formal complaint made by shareholder Vivendi SA (hereinafter "Vivendi" or the "shareholder") and the allegations made by of Mr Arnaud Roy De Puyfontaine.
On 23 January 2019 the Board of Statutory Auditors of TIM received from Vivendi, the major shareholder of TIM, a formal complaint (hereinafter also "Complaint"), pursuant to articles 2406, and 2408 of the Italian Civil Code, detailing alleged misconduct deemed to be of significant gravity, by some of the directors of TIM that was "in its objective materiality and importance, suitable to trigger the obligation on TIM's Statutory Auditors to immediately activate it powers to investigate and call for information with which they are invested by the law to protect the correctness and legality of the company's actions".
With the Complaint mentioned above Vivendi, essentially, and in any case retaining the right to consider any other action to safeguard its position in all competent fora, asked the Board of Statutory Auditors:
On 30 January 2019 the Board of Statutory Auditors of TIM then received, again by certified electronic mail, an addendum to the Complaint previously submitted by shareholder Vivendi pursuant to articles 2406, and 2408 of the Italian Civil Code and articles 149 et seq. of the CLF, containing the presumed reconstruction, reported by press articles cited, of recent activities undertaken by the Board itself in relation to the resolutions adopted by the Board of Directors on 21 December 2018 and 14 January 2019, which had ultimately led to the discussion of the topics that were the object of Vivendi's request to call a shareholders' meeting pursuant to art. 2367 of the Italian Civil Code (made on 14 December 2018) being placed on the agenda for the shareholders' meeting scheduled for 29 March 2019, and the arrangements whereby the Board of Statutory Auditors would acquire its own legal support.
Finally, on 19 February 2019, the Board of Statutory received an allegation made by a Member of the Board of Directors, Arnaud Roy De Puyfontaine, (hereinafter also the "Allegation"), sent for information also to CONSOB, in which Mr De Puyfontaine brought to the attention of the Board of Statutory Auditors a series of issues relating to the governance of the Company and to different facts that were in his view improper, substantially the same as those raised in the complaint, to which were added the following:
On the "misconduct of significant gravity" included in the Complaint and in the Allegation, the Board of Statutory Auditors promptly started the investigation activities within its remit, aimed at responding to the shareholder's request, identifying a series of further information deemed necessary in order to ascertain the existence or otherwise of the irregularities complained of, also involving the Internal Audit department, to which specific questions were put and, after the investigations are complete, provides point by point responses to the issues raised in the aforementioned Complaint and Allegation, reporting on the outcomes of the multiple investigation activities undertaken.
However, with reference to the content of the addendum to the Report, the Board of Statutory Auditors provides the clarifications requested in its own communication of 4 February 2019, addressed to the shareholder and, for information, to CONSOB.
Specifically, the Board of Statutory stated that:
In this communication, the Board of Statutory Auditors also clarified that it was not true that, as indicated in the press agency report of 25 January 2019 cited from Vivendi, the Board of Statutory Auditors had formed its view in just two days (from 23 to 25 January 2019), and on the basis of an opinion commissioned by its Chairman "motu proprio" (of his own initiative).
It is true, however, that:
In relation to the objection made in the addendum to the Complaint that it had not "undertaken preliminary investigations aimed at verifying the independence of the expert or otherwise to exclude the existence of professional relations or fiduciary engagements, current or past, between Prof. Notari, or the legal firm with which he is associated and shareholder Elliott or its legal advisor", the Board of Statutory Auditors also observed that the request was specious since (i) in signing the engagement letter, formalised on 11 January, Prof. Notari had expressly stated that he did " not have any conflict of interest in rendering the professional services that are the object of the engagement" and (ii) in any case, for the avoidance of any doubt whatsoever, Prof. Notari was asked to provide clarification without delay on the facts cited by Vivendi, receiving prompt written responses written in which he reiterated that, inter alia, he had no reason not to be considered absolutely independent also with respect to the Elliott fund or to companies controlled by said fund.
Having firstly clarified the above, the answers to the single points and requests raised by the shareholder in the Complaint and by Mr De Puyfontaine in the Allegation are provided below, grouping related topics into specific macro-areas, if appropriate
a) On the breach of the rules relating to the functioning of the Board of Directors, including the role played by Studio BonelliErede, on the observance of the regulations on the subject of conflict of interests, on the minutes of the board meetings and on the procedure for drawing up the financial statements
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In relation to the alleged breach of the rules relating to the functioning of the board of directors with specific regard to (the provision of) complete, correct and non-selective information to all its members, as well as on the observance of the regulations on the subject of conflict of interest and, more generally, of the principles of correct administration, also having regard to the role played by Elliott's legal advisor (and, signally, Studio BonelliErede) in the preparation and assumption of the decisions made by majority of the board, the Board of Statutory Auditors, without prejudice to all the specific considerations indicated in paragraph c) below, relating specifically to the process of revoking the mandate of the CEO, intends here, with reference to the above issues raised in the Complaint, to state:
discussions with some members of the Board of Directors, without, however, exchanging information that had not been brought to the attention of all the Directors and Statutory Auditors, and had also obtained external legal advice, given the sensitivity of the issue;
• that it had asked the Internal Audit Department to verify the role of Studio BonelliErede, in the process to resolve on the 2018 impairment loss, the revocation of the powers of the previous CEO and the appointment of the new one, and in the resolution pursuant to art. 2367.
Upon completion of its checks, the Board of Statutory stated that it had ascertained that:
Upon completion of its checks, the Board of Statutory Auditors considered that:
The irregularities encountered were therefore reported by the Board of Statutory Auditors to the Supervisory Authority pursuant to article 149, subsection 3, of Legislative Decree 58/1998.
As regards the minutes of the board meetings, the Board of Statutory Auditors considered that they faithfully reflect the debate during the meetings and that the process of preparing the 2018 financial statements took place in application of the rules on their finalisation.
The Board of Statutory Auditors has not, so far, determined that there has been any breach of the rules on conflict of interest.
As for the issues raised in the Complaint made by shareholder Vivendi, with reference to the impairment test that resulted in a 2 billion euro writedown in the 2018 third quarter report, the Board of Statutory Auditors has reconstructed and verified all the steps of the corporate process that led to this impairment, in light of both the information available at the time, and the information acquired after the specific verification activities the Internal Audit Department was requested to undertake, taking account of the principles and rules governing impairment testing in compliance with IAS 36, and of TIM's corporate regulatory documents that identify the various steps of the impairment test process in an analytical way, and signally, the arrangements and timing with which TIM must proceed with its execution, also specifying the company departments and bodies involved, and their respective roles.
In fact TIM had adopted a specific procedure in its internal regulations, entitled "Impairment test on Goodwill and Assets with indefinite useful life", drawn up in accordance with the TIM Group's Code of Ethics and Organisational Model 231. This procedure, in the version in force on the date of the preparation of the 2018 third quarter report, was approved by the Board of Directors of TIM on 10 November 2017 and describes the impairment test process analytically, in terms, inter alia, of (i) the roles and responsibilities of the Bodies/Departments involved, (ii) a description and the deadlines of the process and (iii) the principles and criteria for valuing and estimating items in the Financial Statements, and their corresponding accounting treatment. The procedure is updated every year, as required by Consob, ISVAP and Banca d'Italia Document 4 of 3 March 2010, and all the departments that participate in the process are involved in the process. The procedure is also assessed by the Control and Risk Committee (hereinafter also "CRC") and specifically approved by the board of directors. The following entities are involved in the procedure (i) the CRC, which assists the Directors in the process of approving the accounting documents, assessing, together with the Executive responsible for preparing them, and having obtained the opinion of the external auditor and the Board of Statutory Auditors, the correct application of the reference accounting principles and (ii) the Administration, Finance and Control Department (hereinafter also "AFC"), which collects the information necessary for the execution of the impairment test, and carries it out, with the support of external consultants. The procedure also prescribes that, at periodic intervals, the AFC department identifies one or more external consultants with the professional characteristics, know-how and specific knowledge of the telecommunications sector such as to be able to support the department itself in the execution of the impairment test. The appointment of consultants is shared with the CRC, and the consultants, each for their sphere of competence, contribute critically to the process of determining the elements of scenario and assessment and express their opinion with regard to the execution of the impairment test process, the application of the IAS 36 rules and TIM's impairment procedure, and the main references of legal theory and practice.
Pursuant to point 3.1.6 of the procedure in force on the date of the 2018 third quarter report, it was expected that the TIM Group would check, on each reporting date, whether or not any triggering events existed that might indicate that an asset (or CGU) might have suffered a reduction in value, taking account of a series of elements from both internal and external sources, including also substantial differences between final and provisional figures, in terms of indicators of industrial and operational management, as well as the evolution of the principal parameters identified in the downside scenario (pursuant to art. 4.2.4.) and submitted to the CRC. Then, as prescribed in point 4.2.2. of the aforementioned procedure, in accordance with IAS 36, the principles of valuation and best practice, the recoverable amount is determined taking as reference the cash flows in various scenarios that are summarised in an average normal flow, based on the strategic plan identified by the management and approved by the board of directors. Specifically, in the use of projections, the procedure also establishes that the reasonableness of the forecasts for the entire period must be checked in light of:
As also indicated in point 4.2.4 of the procedure "in the determination of Recoverable Value, provisional economic and financial figures are applied. These forecast figures are derived from the most recent TIM Group business plan approved by the Board of Directors, or the most up to date forecast available.
The analysis of these forecast figures will include variations deriving from result scenarios more or less favourable than those of the approved business plan (sensitivity analysis on upside or downside scenarios) which the Senior Management of the Group - supported by the independent external consultant- identifies, based on critical analyses of the industrial hypotheses on which the economic/financial plans approved by the Board of Directors of the Company are based.".
In this analysis, the procedure then prescribes that, in compliance with IAS 36, the plan figures are adjusted using the "expected cash flow" approach, based on the information reasonably available, so as to attribute greater weight to observable parameters and evidence from the outside which are deemed relevant within the perspective of the market operator. So the data used i the determination of the recoverable amount take account of other scenarios deemed possible, not just the scenario of the business plan.
Having said that, with reference to the procedure followed in the goodwill impairment test carried out for the 2018 third quarter report, the Board of Statutory Auditors, after having completed its investigations, acknowledges that:
at around 380 million was assumed as the basis for the execution of the impairment test, with the addition of 145 million euros in further risks that the CFO considered were likely, with the consequent definition of full risk EBITDA for the purposes of the impairment test of 6,870 billion euros at the end of the year. This figure was compared to a consensus figure of 6,883 billion euros (75th percentile and average) hence, based on the assumed WACC rate (6.53%) and capex/revenues (19.4%), led to the ascertainment of an impairment loss of 2 billion euros, all details of which were provided to the CRC;
For all the reasons set out above, the Board of Statutory Auditors, in recognising that it had followed in detail the process that had led the Board of Directors of TIM to perform a 2.0 billion euro writedown due to impairment loss, in the board meeting of 8 November 2018, and without prejudice to the possible implications, also for the purposes of the impairment test process, and what will be explained below with regard to the results of the internal audit activities carried out at its specific request, would point out that:
As previously mentioned, the Board of Statutory Auditors deemed it appropriate to request the assistance of the Internal Audit Department also for the purposes of the reconstruction of the process followed for the preparation of the first TIM Group 2018 Forecast presented by the former CEO in the board meeting on 24 September 2018. Specifically, the Internal Audit Department was asked to verify whether: (i) in July 2018, the competent internal departments had or had not prepared a first Forecast, (ii) if said Forecast evidenced a negative deviation compared to the budget forecasts contained in the business plan launched in the month of March 2018, and (iii) if said Forecast have been discussed internally during specific meetings of the CEO and the competent structures and finally (iv) what the reasons were for only sending said Forecast to the Board of Directors, Statutory Auditors and CRC only at the time of the Board meeting on 24 September 2018.
Upon completion of the checks carried out by the Internal Audit Department, it emerged that:
In this regard, the Board of Statutory Auditors determined:
The irregularities encountered were therefore made the subject of a communication by the Board of Statutory Auditors to the Supervisory Authority pursuant to article 149 of the CFL.
c) In compliance with the procedures approved by the company in the revocation of the managerial powers of Amos Genish and in the subsequent identification of a new CEO on the basis of a fully informed decision by all the directors and in the absence of conflicts of interest in the case of certain directors
Without prejudice to what has already been stated in paragraph a) on the violation of the rules relating to the operation of the Board of Directors and, signally, to the asymmetries of information encountered there, and to the role played by Studio BonelliErede with reference to the compliance with the procedures followed by the Company in the revocation of the managerial powers of the CEO, Amos Genish, at the outcome of the investigations carried out with the aid of the Internal Audit Department, the Board of Statutory Auditors states as follows:
The above confirms and supplements the cases of irregularity already highlighted in paragraph a) above, which have been the subject of communication by the Board of Statutory Auditors to the Supervisory Authority pursuant to article 149 of the CLF.
As for more specifically the procedure for the appointment of the new CEO following revocation of the powers of the CEO Amos Genish, on 15 November 2018 the NRC met to convey to the Board of Directors a non-binding recommendation for the appointment of the possible replacement. At this meeting, the Chairman of the NRC, taking account of the "very short time available", in conjunction with the Chairman of the Board of Directors, conferred a specific "urgent" appointment on the consultant Russell Reynolds, asking him to prepare an assessment document on the members of the Board in office at that time "given the need to identify a candidate as a priority from within the board itself.".
This document was not sent to the members of the NRC before the meeting mentioned above. It was delivered to the members of the NRC only during the course of this meeting, during which it was explained in detail to the members of the NRC by the consultant.
At its meeting on 18 November 2018 the NRC then took a majority vote (i) on the candidacy of the current CEO to succeed Amos Genish in the posts presently held by the latter (CEO and General Manager), and on putting this recommendation to the Board, and (ii) on the proposal to award the nominated CEO a financial settlement corresponding to that previously awarded to his predecessor, and therefore in line with the Company's remuneration policy.
Having decided that, the Board of Statutory Auditors noted the following:
For all of the above reasons, the Board of Statutory Auditors, without prejudice to the irregularities encountered under article 149 of the CLF, which have been the subject of a specific communication to the Authority, has not identified in the process of appointing the new CEO, with regard to the specific point, elements that could lead to the conclusion that this process as a whole is substantially out of line with the regulatory framework (including the rules on conflicts of interest).
d) On the request to call the shareholders' meeting made by Vivendi pursuant to art. 2367
On 14 December 2018, the shareholder Vivendi submitted a request to call the shareholders' meeting pursuant to article 2367 of the Italian civil code. During the Board meeting of 21 December 2018, which has as point 1) on the agenda "1. Preliminary considerations and start of the review of the request to call a Shareholders' Meeting pursuant to art. 2367 of the Italian Civil Code (report)", the correctness of the request made by the shareholder was verified, and the inquiry was launched into the request for convening the Shareholders' Meeting, while it was proposed to defer the resolution regarding the board meeting convened for 14 January 2019. In this meeting, also on the basis of specific opinions required by the Board of Directors, it was decided to accept the request made by the shareholder Vivendi, calling the Shareholders' Meeting for 29 March 2019, therefore combining it with the Shareholders' Meeting to be called for the approval of the financial statements for the 2018 financial year.
The Board of Statutory Auditors, as previously stated, assessed the overall process that led to the Company's Board of Directors calling a Shareholders' Meeting for 29 March 2019, and examined the whole
of the documentation on the subject made available to the Directors and Statutory Auditors, including the various legal opinions issued by the Company's consultants and the shareholder Vivendi, and in its turn considered it advisable to ask an independent third party consultant for an ad hoc opinion.
As a result of the assessments made, and on the basis of the information available, as already described in the reply provided to the Addendum to the Complaint, the Board of Statutory Auditors a) has not detected breaches of the rules on directors' conflict of interests; b) did not consider that there existed the prerequisites for exercising its vicarious powers to call a specific shareholders' meeting pursuant to art. 2367, for the following reasons: (i) it must be stated, on the basis of settled case-law and doctrine, that the duty to call the Shareholders' Meeting does not derive automatically and mechanistically from the existence of the elements of the case, (ii) the convening of the Shareholders' Meeting by the BoD was done without delay, that is to say, within thirty days of the date of the request, as provided by the complex of rules on the matter and on the subject of penalties (art. 2631) and, consequently, the Board of Directors has not proven inactive, and (iii) at regards the time of calling the Shareholders' Meeting pursuant to art. 2367, the thirty day time-limit specified by Art. 2631 does not, however, apply and, although the time chosen by the BoD appeared to have been connected with considerations of discretion, it was, however, supported by justifying reasons which are not manifestly unreasonable or incoherent.
However, with reference to the role played by the BonelliErede Law Firm in the process referred to above, the audits carried out by the Board with the assistance of the Internal Audit function showed that the respective appointment had been made respecting the company procedures in force at the time, and that:
With reference to the assertion that the Chairman of the Board of Directors can no longer be defined as independent since, in the meantime, compared to the framework defined in the Shareholders' Meeting held in May 2018, he has "transformed" his role into an executive one, and given that, also in the meantime, the Board has approved a remuneration package for him containing a variable component linked to the achievement of objectives set by the Board itself, it is worth noting that, as also reported in the Remuneration Report 2018, the remuneration package established by the Board, on the proposal and with the agreement of the NRC, was defined on 24 July 2018 and provides for a fixed component, set at 600,000 euros gross, and a variable component, as additional remuneration payable at the end of the term of office, amounting to a further full year of pay, conditional upon the good operation of the Board, provided that for each of the three financial years 2018, 2019 and 2020, the Board review (which is carried out by an external advisor) makes a positive assessment of at least 4 out of 5.. This remuneration is therefore not linked to the financial results achieved by the Company and is not subject to any clawback. Furthermore, the Chairman of the Board of Directors is not the subject of a share incentive plan.
It should also be further highlighted that the NRC meeting held on 18 February 2019 examined, inter alia, the proposal made by the Chairman of the Board of Directors to waive this variable component of his salary in order to share responsibility for the failure by management to achieve the MBO due to the failure to pass the gate set for 2018. At that meeting, the NRC decided to issue a positive assessment of the proposal made by the Chairman of the Board regarding the financial year 2018 and decided to maintain, pro quota, the variable remuneration package for the financial years 2019 and 2020. The respective resolution was approved at the Board of Directors' meeting held on 20 February 2019.
For these reasons, the Board of Statutory Auditors believes that, as things stand, there are no grounds to challenge the independence of the Chairman of the Board.
f) On the appointment of senior management figures
At the Board of Directors' meeting of 24 July 2018, during the presentation of Reports issued by the internal Committees, the Chairman of the NRC reported to the other Directors that he had received the report from the Human Resources and Organizational Development Department on the succession process which had led to the replacement of the CEO of the subsidiary TIM Brazil and that he had discussed with the CEO and the Chairman the appropriateness, in future, of introducing the principle of prior sharing with the CNR, and prior disclosure to the full Board, of the appointments and replacements of the company's top managers, as well as the CEOs of the Group's most important companies, to complement the responsibilities already held to monitor the replacement tables and the adequacy of the organisational structures, and that the NRC had agreed with this solution, which it shared with the Board in view of the planned review of the governance documents on which the RCC was working. The Board took note.
The aforementioned principle was incorporated (i) into the Corporate Governance Principles (point 6.2.b, according to which the NRC "shall share in advance with the Executive Directors the decisions for which they are responsible concerning the appointment of managers who report to them directly and the appointment of the Chief Executive Officers of the major subsidiaries") and (ii) in the BoD Regulations (point 4.2, which provides for the flow of information to non-executive Directors to include, among other things "prior information about the appointment of managers reporting directly to the Executive Directors and the appointment of the Chief Executive Officers of the most important subsidiaries").
As a consequence, a specific information flow was activated between the CEO and the Chairman of the NRC, with flexibility granted regarding the definition of the subsequent operational processes, based on the replacement times and methods, as well as the importance of the organisational position in question.
g) On the delay procedure according to Regulation EU 596/2014 related to the preparatory activities of the BoD of 13 November 2018
With regard to the assertion that no delay procedure was activated under Regulation EU No 596/2014 (hereinafter also referred to as "MAR") regarding the convocation of the Board of Directors' meeting of 13 November 2018 and the preparatory activities for this meeting, and in particular with reference to the discussions held between some members of the Board of Directors appointed by Elliott and lawyers from Studio Legale BonelliErede, the investigations carried out by the internal audit department show that the register was opened on 12 November 2018 at 18.51, and therefore at the same time as the meeting of the Board of Directors on 13 November 2018 was called as an "extraordinary meeting of the Board of Directors".
With reference to the charge made that there was a failure to activate the delay procedure pursuant to the MAR, the Board determined that the register was properly opened at the time the Board meeting 13 November 2018 was called, and that before that time the information could not be defined as inside information, as it related to interim and preparatory activity which might or might not have become pricesensitive information based on whether a decision was taken to make it the subject of a specific Board meeting.
h) On the disclosure to the market of the preliminary operating results for the 2018 financial year examined at the Board meeting of 17 January 2019 and on the non-approval of the press release
During the meeting of 17 January 2019, the Board of Directors, following a comprehensive illustration by the CEO, took note of the first consolidated management results for 2018 and made them the subject of a specific press release.
The Board of Statutory Auditors, in its entirety, determined that disclosure to the market was both appropriate and necessary, and it specifically promoted this action by recommending that the Board disclose the 2018 data because:
Finally, with regard to the assertion that the press release was not approved by the Board of Directors, the Board states that, at the end of the Board's discussion on whether or not to disclose the preliminary 2018 figures, a draft press release had been made available. This was subsequently read out publicly by the Chairman of the Board in English and was the subject of specific revisions during an extensive discussion on the subject. This led to the final draft of the press release which was distributed by the Chief Executive Officer, as per the applicable regulation.
i) On the appointment by TIM as its Advisor on the fixed network of strategic consultants of Elliott, and, specifically, Vitale & Co.
In this regard the Board of Statutory Auditors has verified that:
• the consultant Vitale & Co. was involved in the project concerning the possible separation of the fixed network and that, in this context, it signed a specific confidentiality agreement, and
• as of the date of this Report, no contract has yet been finalised with the aforementioned consultant which indicates the scope of the activities to be carried out and the other contractual terms.
The Board of Statutory Auditors of TIM, in addition to acting as the Internal Control and Audit Committee pursuant to article 19, Legislative Decree 39/2010 and Legislative Decree 135/2016, implementing Directive 2014/56/EU amending Directive 2006/43/EC and European Regulation 537/2014, also performs the duties of an Audit Committee, as TIM is also subject to US regulations as a foreign issuer, registered with the US Securities and Exchange Commission and listed on the New York Stock Exchange.
The Board of Statutory Auditors has adopted a procedure governing the management of reports to the Control Body. There are instructions on The Group section of the Company's website (Company Bodies – Board of Statutory Auditors – Role, tasks and responsibilities), for sending reports to the Board of Statutory Auditors/Audit Committee of the Company.
The Company has developed its own Whistleblowing procedure, which provides for the establishment of information channels that guarantee the receipt, analysis and handling of reports relating to internal control, company information, corporate administrative responsibility, fraud and other matters, submitted by employees, members of corporate bodies or third parties even in the confidential or anonymous form. Following the introduction of Law 179/2017, on 24 July 2018, the Board of Directors of the Company adopted the new version of Organisational Model 231, in order to incorporate the legislation and an updated version of the Whistleblowing Procedure (published on 30 January 2019). The Audit Department is responsible for ensuring the reporting flows required.
In this regard the Board of Statutory Auditors carried out constant monitoring activities. In particular, from the date of the previous Report (30 March 2018) to 31 January 2019, the Board of Statutory Auditors received 13 reports, 4 of them anonymous, complaining, for the most part, of technical service issues and failures of a commercial, accounting and administrative nature.
The Board of Statutory Auditors investigated these reports appropriately, with the support of the Audit Department and the competent Company departments, but no irregularities to be reported to the Shareholders' Meeting emerged. We should point out that the relevant investigations are still being carried out regarding no. 4 reports.
The Board of Statutory Auditors also received the report by Director Arnaud Roy De Puyfontaine, which is specifically described in the paragraph above.
During the 2018 financial year TIM appointed PwC to undertake various tasks other than audits of financial statements, the fees for which, before VAT, are summarised below:
| PricewaterhouseCoopers S.p.A. | |||||
|---|---|---|---|---|---|
| Limited audit of the consolidated non-financial statement | |||||
| of TIM for the years 2017 (EUR 137.206) and 2018 (EUR 81.850) | |||||
| Specialist Support in the context of the GDPR (General Data Protection Regulation) | 110,000.00 | ||||
| Agreed procedures connected with the issue of the comfort letter in relation to the | |||||
| updating of the Euro Medium Term Note Programme for EUR 20,000,000,000 (EUR | |||||
| 33,000) and the issue of notes (EUR 24,000) | |||||
| Agreed audit procedures on regulatory accounting areas | 30,000.00 | ||||
| Audit services with the issue of certification | 8,000.00 | ||||
| Certification of TIM's national fiscal consolidation declaration as at 31.12.2017, for the | |||||
| purpose of offsetting the VAT credit transferred by Noverca | |||||
| Total | 424,556.00 |
Under current "Guidelines for the appointment of external auditors", the above appointments were previously approved by the Board of Statutory Auditors.
the course of the 2018 financial year, TIM conferred a number of tasks on parties connected by continuing relationships with PwC and/or on companies belonging to the latter's network for which the fees, excluding VAT, are summarised below:
| PricewaterhouseCoopers Advisory S.p.A. | ||||
|---|---|---|---|---|
| Due Diligence in relation to the independent assessment of the accuracy of the terms | ||||
| and conditions of the definitive agreements for a J.V. | ||||
| Analysis of the ISO 26000 requirements in the approach to management of the | ||||
| Corporate Social Responsibility | ||||
| Total | 195,500.00 |
Under current "Guidelines for the appointment of external auditors", the above appointments were previously approved by the Board of Statutory Auditors.
The Board of Statutory Auditors, in its previous composition, issued the following, pursuant to art. 2389, paragraph 3, of the Italian Civil Code:
Pursuant to the Corporate Governance Principles, the Board of Statutory Auditors itself formally approved the functional objective scorecards for the short term incentive scheme (2018 MBO) for the Heads of the control departments who report directly to the Board (Audit Department, Compliance Department and IT & Security Compliance Function).
The Board of Statutory Auditors, in its current composition, pursuant to art. 2389, paragraph 3, of the Italian Civil Code, expressed its favourable opinion on the proposals made by the Nomination and Remuneration Committee regarding the remuneration of the current Chairman of the Board of Directors and Chief Executive Officers, as well as on the scorecard for the variable compensation (MBO 2019) of the current Chief Executive Officer.
The Board of Statutory Auditors, in its current composition, pursuant to the Corporate Governance Principles, expressed:
Board of Statutory Auditors, in its current composition, pursuant to art. 13 of the Bylaws and art. 154-bis, paragraph 1, of Legislative Decree no. 58/1998 CFL, expressed its favourable opinion on the resolution regarding the appointment of the manager responsible for preparing the corporate accounting documents, confirming the previous holder of this post.
In the financial year 2018, the Company's Board of Directors held 21 meetings, at which the Board of Statutory Auditors was always present.
The Control and Risk Committee met 22 times (5 of which jointly with the Board of Statutory Auditors, given the issues addressed); the Nomination and Remuneration Committee met 14 times, the Related Parties Committee, set up in May 2018, met 9 times and the Strategy Committee met 3 times.
The Board of Statutory Auditors attended the meetings of the Control and Risk Committee (not held jointly), the meetings of the Nomination and Remuneration Committee, the Related Parties Committee and the meeting of the Strategy Committee, by the attendance of its Chair or another Statutory Auditor.
The meetings of the Board of Statutory Auditors in 2018 were 37 (20 after the renewal). During 2019 (and until the date of this report), the Board of Statutory Auditors has met 15 times. 6 meetings in 2018 and 1 meeting in 2019 saw the Board of Statutory Auditors meet in its role as Supervisory Body pursuant to Legislative Decree 231/2001.
The Statutory Auditors took part in the Shareholders' Meeting held on 24 April 2018 and 04 May 2018.
The Board of Statutory Auditors oversaw compliance with the principles of correct administration by attending meetings of the Board of Directors and the internal board committees, meetings with the executive responsible for preparing the corporate accounting documents, the Head of the Audit Department, the Group Compliance Officer, the Head of the IT & Security Compliance function, interviews with the management and gathering information.
The Board of Statutory Auditors believes that the governance arrangements and tools adopted by the Company overall constitute an appropriate supervisory framework to ensure that the principles of correct administration are respected in operational practice. The Board of Statutory Auditors has supervised on proceedings followed in the deliberations of the Board of Directors and ascertained that the management choices complied to the applicable rules (substantial lawfulness), adopted in the interests of the Company, compatible with the resources and the company's assets and adequately supported by information, analysis and audit processes, including with recourse, when deemed necessary, to advice from committees and external professionals.
The Board of Statutory Auditors monitored the process of revoking the powers of the previous Chief Executive Officer and the process of appointing the new Chief Executive Officer, verifying that the procedure followed was in compliance with the law, regulations and Corporate Governance Code, subject to the statements made in point 5 above regarding the prior information notice supplied to the Board on 13 November 2018.
Il The Board of Statutory Auditors monitored the evolution of the TIM Group's organisational structure (in particular pursuant to the Golden Power regulations, as per the provisions contained in the Prime Ministerial Decrees of 16 October 2017 and 2 November 2017) established with respect firstly for the organisational and managerial autonomy of the Parent Company and its subsidiaries and secondly the exercise of management and coordination by TIM in relation to its direct and indirect subsidiaries.
In particular, the Board of Statutory Auditors monitored the process of ascertaining the termination of the management and coordination of TIM by Vivendi, with the consequent abolition of the policy adopted in November 2017.
The Board of Statutory Auditors also monitored the principal changes in the organisational structure of TIM and the TIM Group through meetings with the Human Resources & Organisational Development Department and the Heads of the company's main departments, and by obtaining organisational communications which had an impact on the first and second tiers reporting directly to TIM's senior managers or on the macroorganisation of the Group's companies.
The Board of Statutory Auditors will continue to monitor the organisational structure of the Company, particularly in view of the frequent turnover among the company's top managers during 2018.
Please refer to the Report on corporate governance and share ownership for the 2018 financial year of TIM S.p.A. for information on the internal control and risk management system.
The Board of Statutory Auditors has acknowledged the overall assessment of the internal control and risk management system by the Head of the Audit Department, which is set forth below: "With reference to the specific operating contexts analysed, considering the findings of the analysis of the internal control and risk management system, and having assessed the process of implementation of the improvement actions undertaken by the other control department, also taking account of the assessments of the Audit departments of the Group listed companies (TIMPart and INWIT), it should be noted that during 2018 no significant elements emerged that could have a negative effect on the overall adequacy and functioning of the Group Internal Control and Risk Management System".
The Board of Statutory Auditors, in sharing the assessment of the overall adequacy of the internal control and risk management system formulated by the Head of the Audit Department, points out that the effectiveness of the Audit Department's control activity, albeit adequately established and implemented, may be negatively influenced by the occasionally observed late implementation of the corrective actions identified, and hopes that a way might be found for compliance with the timescales envisaged for remediation plans to be included as a criterion in the management incentive programmes.
The Board of Statutory Auditors constantly supervised the internal control system and monitored the activities of the main individuals involved in implementing the internal control and risk management system and, in particular, the implementation of risk improvement and mitigation actions identified, in some cases prompting further specific interventions to strengthen the controls.
The Board of Statutory Auditors exchanged information with the corresponding supervisory bodies of the main national subsidiaries, noting the assessments of the overall adequacy of the respective internal control system and the fact that no situations that deserved to be reported to the Parent Company's Board of Statutory Auditors were highlighted and also met the Comitê de Auditoria Estatutário of TIM Participações, noting the assessment of the overall adequacy of the internal control system of the Brazilian company.
The internal control and risk management system also includes the Organisational Model, the organisation and management model designed to prevent the commission of offences that could result in liability for the Company, pursuant to Legislative Decree No. 231/2001. The Organisational Model 231 has been adopted by domestic subsidiaries of the Group as well as by TIM.
The functions of the Supervisory Body are assigned (from 2012) to the Board of Statutory Auditors, which as such oversees the operation and observance of the Organisational Model 231 and reports to the Board of Directors on the oversight and examination activities which it has performed and the corresponding outcomes. The Board of Statutory Auditors is supported by a dedicated corporate structure, within the Compliance Department.
The Board of Statutory Auditors met 6 times in 2018 in its Supervisory Body role. During the meetings, the Supervisory Body met the Group Compliance Officer and the Head of the Company's Compliance Governance Department (which is entrusted with providing operational support for this specific activity), as well as the Head of the Audit Department and the Heads of the Health Security and Environment and Procurement Unit & Real Estate departments, in order to carry out checks and in-depth analysis on specific 231 issues with reference to the activities for which they are responsible.
The Supervisory Body has also received updates and further information on the law and precedent on 231 issues, which are useful for the consulting and advisory activities that are within its remit. The Supervisory Body determined that there were no anomalies during 2018 that could jeopardize the effectiveness of the Organisational Model.
The TIM Group has adopted an Enterprise Risk Management Model (ERM) which enables risks to be identified, assessed and managed in a homogenous way within the Group companies, highlighting potential synergies between the players involved in the assessment of the internal control and risk management system. The process is governed by the ERM Steering Committee, which provides governance of the Group's risk management, aimed at containing the level of exposure within acceptable limits and guaranteeing the operational continuity of the business by monitoring the effectiveness of the countermeasures adopted. The Board of Statutory Auditors confirmed that, on 21 February 2019, the Board of Directors defined the risk that was acceptable for the Group (Risk Appetite) and the acceptable levels of deviation from the principle company objectives (Risk Tolerance).
The Board of Statutory Auditors supervised compliance with the laws and regulations of the procedure for carrying out transactions with related parties, its effective implementation and its actual operation. The Compliance Department monitors the application of this Regulation.
The Board of Statutory Auditors was kept constantly informed of transactions with related parties and verified the Company's compliance with the applicable procedures, referring the reader to paragraph 18 with regard to a specific transaction with the related party Havas Milan Srl.
Reference is also made to the contents of paragraph 18 regarding the qualification of Elliott Capital Advisors L.P. as a related party of the Company.
The Board of Statutory Auditors oversaw the conformity with the provisions of Legislative Decree 254/2016 of the TIM Consolidated Non-Financial Statement for 2018 (Sustainability Report) and the adequacy of the procedures, processes and structures that govern the production, reporting, measuring and representation of the results and information of this nature. In this regard, the Control Body examined the report issued by PwC on 8 March 2019, pursuant to article 3, paragraph 10, of Legislative Decree 254/2016 and article 5 of Consob Regulation 20267, which, on the basis of the work carried out, concluded that no evidence had come
to its attention that would suggest that the Consolidated Non-Financial Statement for the year ended 31 December 2018 has not been drafted, in all significant respects, in compliance with the requirements of articles 3 and 4 of the aforementioned legislative decree, the "Global Reporting Initiative Sustainability Reporting Standards and the process suggested by the principles of the AA1000APS".
In order to guarantee compliance with the Italian and U.S. laws, TIM operates a structured and documented model of detection and monitoring of risks connected to the financial information, which refers to the 2013 CoSo framework. This model, managed with the support of a specific software, brings together the internal controls associated with the risks identified on the financial reporting and the consequent assessment activities, with precise attributions of responsibility, in compliance with the principle of accountability.
The Board of Statutory Auditors supervised the adequacy of the administrative and accounting system of the Company and its reliability to fairly represent operations, also by collecting information from Company management, examining company documents and analysing the results of the activities undertaken by the External Auditor. Also monitored the financial reporting process.
The Board of Statutory Auditors acknowledged the statements issued by Chief Executive Officer and the Manager responsible for preparing the corporate accounting documents of TIM concerning the adequacy in relation to the characteristics of the company and the actual application during 2018 of the administrative and accounting procedures for the preparation of the financial statements and the consolidated financial statements.
At TIM the goodwill impairment test was applied in a consolidated and structured way, coordinated by the Administration, Finance and Control Department, with the intervention of independent external experts of acknowledged professional expertise. The implementation of the process is preliminarily analysed and discussed at special meetings involving the Control and Risk Committee and the Board of Statutory Auditors, prior to the Board of Directors meetings to approve the financial reports to which the impairment test must be applied. The Board of Statutory Auditors has checked that the impairment test procedure applied to the 2018 financial statements was conducted in terms coherent with the procedure approved by the Board of Directors on 06 December 2018 and with the applicable IFRS standards.
Reference is also made to the explanations given in the "Goodwill" note to the consolidated financial statements as at 31 December 2018 of the TIM Group and the considerations made in relation to paragraph 5 above.
With regard to the provisions of article 15, subsection 1, letter c, point (ii) of the Market Regulations (conditions for the listing of shares of parent companies of companies established and governed by the laws of non-EU countries), the Board of Statutory Auditors did not uncover any facts or circumstances implicating the unsuitability of the administrative and accounting system of the subsidiaries requiring the economic, equity and financial data necessary for the preparation of the consolidated financial statements to be regularly submitted to the management and auditor of the parent company.
The Board of Statutory Auditors believes that the instructions imparted by TIM to its subsidiaries, pursuant to art. 114, subsection 2 of the CLF, are adequate to comply with the obligations regarding communication established by the law. In this respect it should be noted that the Company regulates the flow of information it receives from its subsidiary companies on transactions of particular impact, with specific procedures.
Following the entry into force in July 2016 of the Market Abuse Regulations, the Board of Directors, on 03 February 2017, approved the new inside information and insider dealing procedure. The document, which also applies as an instruction to all subsidiaries, in order to obtain from them, without delay, the information necessary for the timely and proper fulfilment of the public disclosure obligations, was updated on 24 September 2018.
of the independent auditor, pursuant to art. 150, subsection 3, of Legislative Decree 58/1998, during which there were appropriate exchanges of information and no other facts or situations came to light that deserve to be highlighted. The Board of Statutory Auditors: (i) analysed the activities carried out by the independent auditor and, in particular, the methodological system, the audit approach used for the various significant areas of the financial statements and the planning of the audit work and (ii) agreed the business risk issues with the independent auditor, and was therefore able to appreciate the adequacy of the response planned by the auditor with the structural and risk profiles of the Company and the Group.
The Board of Statutory Auditors has ascertained, from information obtained from Independent Auditor PricewaterhouseCoopers and from the management of the Company, that the IAS/IFRS principles, and the other legal and regulatory provisions that apply to the preparation and presentation of the separate financial statements, the consolidated financial statements and the accompanying report on operations are complied with.
The Board of Statutory Auditors took note of the following from the external auditor: (i) the significant shortcoming identified in the previous financial year regarding the monitoring of supply relationships which are complex and/or characterised by medium-long term time frames has essentially been resolved, and also (ii) that the three significant shortcomings specified below emerged in 2018:
The monitoring of TIM Brasil privileged users.
During the audit of the 2018 Financial Statements, PWC identified a series of accesses to the administrative accounting system by privileged SAP users. These accesses, which numbered over 200, were not monitored as specified by the current policies or they were not monitored promptly (in some cases even twelve months after the event). As a result of the shortcoming in question, the company's management implemented some specific compensatory IT checks.
Reconciliation between the accounting data and operational data regarding liabilities for prepaid traffic in the mobile sector.
During the 2018 financial year, a misalignment between operational data and accounting liabilities was detected relating to the management of prepaid traffic. This misalignment resulted in the accounting liabilities being underestimated by approximately 62 million euros. The difference was generated over a period of approximately 10 years, due to the effect of various phenomena.
A remedial plan is underway which will cover both process aspects and organizational aspects.
Checks on the implementation of the new accounting standard IFRS 15.
In 2018 the Company's Management identified some anomalies in the operation of the SAP RAR module which prepares entries relating to the recognition of revenues in accordance with IFRS 15 and some inconsistencies in the data processed by management systems. These anomalies were analysed and led to the issue of a new software release by the SAP supplier and the preparation of some of manual correction entries. An inaccurate and complete loading of some commercial offers in the management systems was also noted, with the consequent incorrect measurement of discounts over time.
Il The Board took note of the three significant shortcomings reported, together with the respective corrective actions and rectifications, as well as the auditor's overall assessment of the internal control system, and therefore took the view that there were no elements that would lead to the internal control system not being considered adequate as a whole. The Board of Statutory Auditors will in any case continue to monitor the progress of the remedial plans identified and put into action by the company.
Pursuant to article 19 of Legislative Decree 39/2010, as amended by Legislative Decree 135/2016, in 2018 the Board of Statutory Auditors continued to check and monitor the independence of the external auditor in accordance with articles 10, 10-bis, 10-ter, 10-quater and 17 of the aforementioned Decree, and article 6 of the European Regulation, particularly as regards the adequacy of the provision of services other than auditing, in accordance with article 5 of this Regulation.
Taking into account:
the Board of Statutory Auditors considered that the conditions to attest the independence of the external auditor PwC had been met.
The Company complies with the Corporate Governance Code of Borsa Italiana and the Board of Statutory Auditors has supervised the arrangements for the concrete implementation of the rules of corporate governance it contains.
TIM has adopted the criteria established by the Corporate Governance Code for the qualification of the independence of Directors. With this in mind and based on the elements made available by those concerned pursuant to the Borsa Italiana Code and as per the Consob Issuers' Regulation, or in any case available to the Company, a requirements assessment was carried out at the first meeting of the Board after its appointment (7 May 2018), and then renewed on 21 February 2019.
Of the current 15 serving Directors, 12 were found to fulfil the independence requirements: Mr Altavilla, Ms Bonomo, Ms Capaldo, Ms Cappello, Mr Ferrari, Ms Giannotti, Ms Moretti, Ms Morselli, Mr Roscini, Mr Sabelli and Mr Valensise and the Chairman of the Board of Directors, Mr Conti. With respect to the latter, the Board of Directors expressly ruled out that the role of "significant representative" of the Issuer could, in the governance structure actually adopted, influence his independence of judgement to the extend that it would invalidate his independence as a director. The Board of Directors reached this conclusion:
The Board of Statutory Auditors monitored the process and agreed with the decisions made by the Board of Directors.
The Board of Statutory Auditors checked the correct application of the criteria and procedures adopted by the Board of Directors to assess the independence of its members for the first time on 14 May 2018, and then on 28 February 2019 it checked that they were still met.
Pursuant to article 148, subsection 3, of the CLF and of the Corporate Governance Code of the professional parameters set out in art. 19, subsection 3, of Legislative Decree 2010/39 (as amended by Legislative Decree no. 135 of 17 July 2016), the Board of Statutory Auditors, at the meeting on 4 May 2018, checked that each Statutory Auditor continued to satisfy the independence requirements and, therefore, at its meeting on 19 February 2019, it ascertained that they were still met.
The internal Board committees are a Nomination and Remuneration Committee, the Related Parties Committee and the Control and Risk Committee, and a Strategy Committee, the functions of which are described in the Corporate Governance Principles.
See the Report on the corporate governance and share ownership of TIM S.p.A. for the 2018 financial year for further information on the composition and functions of the internal board committees, and on the Company's corporate governance, which the Board of Statutory Auditors evaluates positively.
The point of reference and coordination for the issues and contributions of the independent Directors and the non-executive Directors in general is the Lead Independent Director, a role held by Mr. Dante Roscini.
The Lead Independent Director is granted the right to use corporate structures to perform the tasks entrusted to him and to convene special meetings of the Independent Directors to discuss issues affecting the functioning of the Board of Directors or the management of the business.
The Board of Statutory Auditors monitored the activities of the Control and Risk Committee, the Nomination and Remuneration Committee, the Related Parties Committee and the Strategy Committee by the attendance at their meetings by at least its Chairman or by a Statutory Auditor designated by the Chairman.
With reference to the fine imposed on the Company by the Presidency of the Council of Ministers for nonnotification pursuant to Decree Law 21/2012 on "Golden Power" (in relation to which the Company lodged an appeal and obtained suspension of payment), the Board of Statutory Auditors, after an audit, also carried out by the Company's Audit Department and with the assistance of its own legal consultant, of the events that led to the imposition of the same, given the legal investigation carried out by the Board of Directors, did not uncover, in relation to the decision to notify, any fact that could unequivocally be interpreted as a breach of the duties of the administrative body.
On 25 February 2019, the Board of Statutory Auditors informed the Chair of the Board of Directors and the Chair of the Related Parties Committee of the Company that in its opinion the shareholder Elliott Capital Advisors L.P. (through its subsidiaries Elliott International L.P., Elliott Associated L.P. and The Liverpool Limited Partnership) exercises a significant influence over the Company, and then invited the Related Parties Committee and the Board of Directors to take this into account, pursuant to art. 3 subsection 1, letter a of the Consob Regulation containing provisions on transactions with related parties.
On 26 February 2019, the Board of Statutory Auditors informed Consob of an irregularity found pursuant to article 149, subsection 3, of the CLF, relating to a contract with the related party Havas Milan S.r.l., the final amount of which was higher than had been previously authorised. With respect to this discrepancy, the Related Parties Committee, to which the transaction had been referred during the approval process,
expressed a negative opinion, informing the Board of Directors of this circumstance, which has not yet passed a resolution on this point.
On the same date, the Board of Statutory Auditors also formally invited the Board of Directors to make its own decision in this regard, in accordance with the Consob Regulation and TIM's Procedure for performing transactions with related parties.
On 06 March 2019, the Board of Statutory Auditors informed Consob of the irregularities found pursuant to art. 149, third subsection of the CLF, which has been extensively outlined in paragraph 5 above.
Having acknowledged the 2018 financial statements of TIM, the Board of Statutory Auditors had no objections to formulate on the proposed resolution presented by the Board of Directors on the payment to savings Shareholders of the privileged dividend in the amount of 0.0275 euros per savings share, gross of legal withholdings.
It is noted that the Shareholders' Meeting on 29 April 2010 appointed PwC to undertake the external audit of the separate and consolidated financial statements of TIM, and the limited audit of the condensed halfyearly consolidated financial statements and the external audit of TIM's Annual Report pursuant to the US law, for the period 2010 - 2018.
PwC was then appointed to carry out the external auditing task limited to the consolidated statement of a non-financial nature (sustainability report) for TIM and its subsidiaries for the 2017 and 2018 financial years.
In view of the expiry of the nine-year appointment as external auditor (financial statements as at 31 December 2018), to facilitate the transition between PwC and the new external auditor, in 2017 TIM started the process for its selection, and the Board of Statutory Auditors in office at that time acquired and shared the results of this process, recommending the assignment be conferred on EY SpA or KPMG SpA, expressing its preference for the former. The Shareholders' Meeting of 24 April 2018 was therefore also called to resolve on the conferment of the appointment as external auditor for the period 2019-2027. However, the necessary majority could not be achieved at the time for the appointment of either EY S.p.A. or KPMG S.p.A..
The Board of Statutory Auditors currently in office updated the investigation in turn conducted by the previous Board, requesting all the information supplements it deemed necessary in order to express its own recommendation, which was issued to the Board of Directors on 31 October 2018, in sufficient time to ensure an orderly transition between the external auditors.
The Shareholders' Meeting of 29 March 2019 will therefore be called – inter alia – to confer the appointment for the nine-year period 2019-2027, based on the selection made by the Board of Statutory Auditors currently in office, as summarised in the recommendation made available by the Board of Directors and the Shareholders.
Milan, 08 March 2019
For the Board of Statutory Auditors The Chairman Roberto Capone
March, 29 2019: shareholders' meeting of TIM S.p.A. – single call
Dear Shareholders,
il the draft financial statements submitted to the Shareholders Meeting gives rise to a net loss of 1,853,605,339.,28 euros.
Said sum is fully offset by the amount of the company shareholders' equity, positive at December 31, 2018 by 18,138,205,052.56 euros.
It is therefore proposed that the loss be covered by using Reserve ex art. 34 L. no. 576/1975 for 12,821,804 euros and withdrawing retained earnings for 1,840,783,535.28 euros, using primarily the 2017 portion allocated to this reserve.
For an analysis of this situation, see the report on operations accompanying the financial statements.
In view of the above, the Board of Directors submits for your approval the following
The Shareholders' Meeting of TIM S.p.A.,
Dear Shareholders,
pointed out in the explanatory report on the proposed approval of the draft financial statements, this shows a net loss of 1,853,605,339.28 euros.
Notwithstanding this, in view of the amount of the Company's net equity and to avoid carrying over the debt into the next two financial years, as permitted by the Company Bylaws, we propose to distribute the privileged dividend on savings shares only, in the amount of 0.0275 euros (5% of 0.55 euros) per share, withdrawing funds from retained earnings for 165.764.271,73 euros.
The amounts for dividends will be payable in favor of entitled parties, on the basis of the evidence of the share deposit accounts at the end of the record date of 25 June 2019, starting from the coming 26 June 2019, while the coupon date will be 24 June 2016.
In view of the above, the Board of Directors submits for your approval the following
The Shareholders' Meeting of TIM S.p.A.,
Dear Shareholders,
pursuant to article 123-ter of Legislative Decree no. 58 of 24 February 1998, the remuneration report has been prepared for the Shareholders' Meeting to be held on March 29, 2019; it is divided into two sections:
You are called on to express your opinion of the first section of the report, with a resolution that is not legally binding.
In view of the above, the Board of Directors submits for your approval the following.
The Shareholders' Meeting of TIM S.p.A.,
to approve the first section of the remuneration report.
You have been convened to discuss and take a resolution on the proposal to update one of the performance conditions set out in the long-term share incentive plan called "Long Term Incentive Plan 2018"; an update needed following approval of the new 2019-2021 industrial plan.
The Long-Term Incentive Plan 2018 was approved by the Shareholders Meeting of April 24, 2018, and was then implemented by the Board of Directors, as can be seen in the disclosure resulting from the report on remuneration. Please be reminded that it is based on the so-called performance shares instrument, foreseeing assigning free-of-charge, subject to biennial lock-up, of up to 85,000,000 ordinary shares, in a variable number based on the target level reached, in the 2018-2020 period, for certain Performance Parameters. These were established at the time: (i) In the stock market performance of the ordinary share in the period January 1, 2018 – December 31, 2020 (except for cases of early termination, with continued entitlement, or of subsequent attribution), compared with a basket of stock issued by a panel of peers (weight: 70%); and (ii) In the free cash flow accumulated in the incentive period (so-called equity free cash flow; weight 30%).
When establishing the equity free cash flow parameter, reference was naturally made to the targets of the industrial plan in force at the time, that is those of the 2018-2020 plan approved by the Board of Directors on March 6, 2018. However, on February 21, 2019 the Board approved the new 2019-2021 plan which, amongst other things, contemplates new targets related to the Group's free cash flow. Hence the need to update the incentive plan in order to preserve the consistency of performance parameters with the current industrial plan.
Faced with the important difference between the two programming documents, in terms of generating equity free cash flow in the residual vesting period, the condition for preserving the incentivizing capacity and retention of the rewarding measure is to abandon, for the last two years, "internal" parameters now considered obsolete, no longer a company commitment, to connect accrual (of a part) of the current performance shares to the Group's current strategic objectives. On the contrary, the "external" share performance indicator is confirmed and still valid, compared to the average of the peer basket market performances. Compared to that, the need to align the interests of management holding decisive organisational positions for TIM business purposes to shareholders' interests, in terms of growth in the share value medium-long term, cannot change.
The amendment (illustrated in the specific supplement to the informative document already published which you are kindly asked to refer to) is proposed to be valid for both the Long-Term Incentive Plan 2018 tranches, respectively intended for the Chief Executive Officer of the Company (currently Luigi Gubitosi) and selected members of Group management.
Having stated the above, the Board of Directors is hereby submitting the following resolution for your approval.
The Shareholders' Meeting of TIM S.p.A.,
di to update one of the two performance parameters set forth for the Long-Term Incentive Plan 2018, specifically the target represented by the net cash flow accumulated in the three-year period incentivized, taking as reference for the remaining financial years 2019 and 2020 the equity free cash flow targets of the new 2019-2021 plan, with no amendments to remaining terms and conditions;
to confirm for the Board of Directors all powers needed and opportune to implement the action, to make any amendment and/or integration needed to implement what has been decided, also to comply with regulatory provisions applicable, including authorisation to carry out the necessary free of charge disposals of the ordinary treasury shares, as present in due course in the company portfolio.
The following explanations are not intended as strict definitions, but to assist readers to understand certain terms as used in this Annual Report.
Second-generation mobile systems using digital encoding and including GSM, D-AMPS (TDMA) and CDMA. 2G networks are in current use all over Europe and other parts of the world. These systems support voice and limited data communications, as well as auxiliary services such as fax and SMS.
Third-generation wireless system, designed to provide high data speeds, always-on data access, and greater voice capacity. 3G networks allow the transfer of both traditional communication services (telephony, messaging) and data (such as downloading Internet information, exchanging email, and instant messaging). The high data speeds, measured in Mbps, are significantly higher than 2G. 3G networks technology enable mobile video, high-speed Internet access. The standards of the 3G technology include UMTS, based on WCDMA technology (quite often the two terms are often used interchangeably) and CDMA2000.
Fourth-generation systems are designed to provide, in addition to legacy services, mobile broadband Internet access to several kinds of devices such as laptops with wireless modems, smartphones, tablets, and other mobile devices. Current and future applications include mobile web access, IP telephony, gaming services, highdefinition mobile video, video conferencing, Internet of Things and cloud computing applications. 4G standards include LTE e LTE-A (LTE-Advanced). LTE offers a higher spectral efficiency in bits per Hertz and download bandwidth up to 150 Mbit/s per cell reducing the latency time. LTE enables services that require high interactivity (e.g. gaming, video conferencing). A further development of LTE, called "LTE Advanced," is being implemented and will allow reaching even higher bitrates in download.
5G indicates the fifth-generation wireless systems that will be introduced on market soon. International standard fora like 3GPP (3rd Generation Partnership Project) and ITU (International Telecommunication Union) are defining characteristics and standards of 5G future connectivity and the first field trials have already been carried out.The main elements of the 5G network will be:
Amount charged by national operators for the use of their network by other operators' customers. It is also known as an "interconnection charge".
Equity shares used for the listing of TIM ordinary and savings shares on the NYSE (The New York Stock Exchange). Each ordinary ADS corresponds to 10 TIM ordinary shares.
Technology that transforms through a modem the traditional copper fixed line into a high-speed digital connection for the transfer of multimedia data. ADSL is an asymmetrical technology used to achieve broadband transmission.
In software engineering, the expression Agile (or agile software development) refers to a set of software development methods that are opposed to traditional models such as cascade models (e.g. waterfall model); Agile methods propose a less structured approach focused on the objective of delivering to the customer quickly and frequently software that is functional and with best quality. Among the practices promoted by agile methods, today in general referred to the Project Management of products (not exclusively software), there are: the setup of small, poly-functional and self-organized development teams, iterative and incremental development, adaptive planning, and the direct and continuous involvement of the customer in the product development process.
Ability of a technological system to solve problems and carry out tasks and activities typical of the mind and human behavior. In the computer science field, it is the discipline that deals with creating machines (hardware and software) able to "act" autonomously (solve problems, perform actions, etc.).
An API is a set of procedures used to interact with other programs and expand their functionalities. APIs are software libraries available for a given programming language that extend some functionality of the platforms making them interoperable and open to different implementations.
A network protocol through which the transfer of data is achieved using the encapsulation of fixed length (53 bytes) data units, called cells, instead of variable-length packets as is the case in packet-switched networks.
This term identifies technologies for automated equipment, systems and processes automation, reducing the need for human intervention and simplifying network setup and maintenance activities.
Portion of the telecommunication network that supports long-distance connections and aggregates large amount of traffic and from which the connections for serving specific local areas depart.
Big data is a term used to describe the set of technologies and methods for massive data analysis. The term indicates the ability to extrapolate, analyze and relate a huge amount of heterogeneous, structured and unstructured data, to discover the links between different phenomena and predict the future ones.
Wholesale interconnection services which consist in the supply by a dominant telecommunications operator (incumbent) of access transmission capacity between an end customer and an interconnection point of another operator (OLO).
The Blockchain represents an innovative technology for structuring data and information with sharing on the network; a blockchain system is like a distributed database or virtual register, structured as a chain of blocks (hence the term blockchain) containing the transactions, and whose validation is entrusted to a consensus mechanism distributed on all the nodes of the network participating to the chain. The main characteristics of blockchain are the immutability of the registry, the traceability of transactions and the security based on advanced cryptographic techniques. Blockchain technologies are currently used to support global supply chains, financial transactions (e.g. BitCoin), accounting assets and distributed social networks.
Also named BNG, it is an equipment that handles the access sessions of fixed broadband users. It authenticates the users, terminates the logical links originated at users' premises, produces user accounting data, may apply policies and QoS techniques.
Simultaneous transmission of the same information to all nodes and terminal equipment of a network.
Control node of the 2G radio access network and interface with the MSC switching node. It has the task of supervising and controlling radio resources, for both call or data setup and maintenance.
The system used by network operators to manage business operations such as billing, sales management, customer-service management and customer databases.
Radio base station transmitting and receiving the GSM radio signal to cover an area , split in one or more cells) by using one or more radio transceivers (TRX). BTS performs also GSM communications ciphering/deciphering.
Commercial offer including multiple telecommunications services (voice, broadband internet, IPTV, other) by an operator under the same commercial brand. Dual Play bundle includes fixed telecommunication services and broadband Internet; Triple Play bundle is the "dual play bundle" integrated with IPTV; Quadruple Play bundle is the "bundle triple play" integrated with mobile telecommunication services.
Web contents caching (videos, HTML pages, images, etc.) is a technology that allows to reduce bandwidth usage and content access time. A cache stores copies of documents requested by users in location closer to the users than the originating sites, so that subsequent requests can be satisfied by the cache itself, under appropriate conditions.
Telecommunication services operator, providing a transport of communication services by means of its physical telecommunication network.
Technology used to aggregate more radio carriers to increase the transmission speed over a wireless network.
A method of accounting that values assets at their current replacement cost rather than their original cost.
CDMA is a channel multiple access method used in radio communication. First radio systems based on CDMA were developed by Qualcomm, and commercially introduced in 1995. It enables the simultaneous transmission on the same channel of multiple signals, each of which is uniquely coded to distinguish it from the other messages.
Content Delivery Networks), are content distribution systems (especially large multimedia contents, such as IPTV) managed by a Service Provider for the provision of audio streaming services and video, with better quality towards customers.
International initiative that encourages companies to focus on the management of the risks and opportunities emerging from climate change.
Geographical portion of territory illuminated by a radio base station.
A building where the copper wires or optical fibers that make up the access network, reaching the customers, originate from. It hosts equipment for telephony services ('Stadio di Linea' in TIM terms), broadband services (DSLAM) and possibly ultrabroadband services (OLT). Some COs also host equipment of higher hierarchical rank (SGU for telephony, router for data services), and those COs also collect traffic from the other COs which are not so equipped.
The portion of a communications system that connects a source to one or more destinations by means of transmission media and optical, electric, electromagnetic signals.
Group of customers who can make and receive calls or messages within the group at special conditions (restricted access, dedicated pricing ,..)
The term Cloud is used as an abbreviation of the concept of "Cloud Computing, i.e. a model of consumption of processing resources (for example networks, servers, memory, applications and services) through the network; with the Cloud, the end customer, otherwise defined as cloud consumer, is allowed to access, widespread, easy and on-demand to a shared and configurable set of resources that can be quickly acquired and released with minimal management or interactions with the service provider. The Cloud model is made up of five essential features: 1) Self Service on customer request, 2) broad-network access, 3) resource sharing, 4) elasticity/automation in resource demand, 5) certified SLAs, three service models (see also SaaS, PaaS and IaaS) and four distribution/deployment models (private, public, hybrid and communities).
Cogeneration is the combined production of electrical (or mechanical) energy and useful heat from the same primary source. By using the same fuel for two different purposes, cogeneration aims at a more efficient use of primary energy, with associated cost savings especially in production processes where there is a strong overlap between the use of electricity and heating.
Advanced artificial intelligence system in which the machines have part of the typical functions of a human brain. Cognitive computing technologies are able to process enormous amounts of information, learn autonomously, interact in human language and reproduce human thought models.
A group of people who have some interests in common and communicate via Internet (i.e. via social network).
A connected car is a vehicle with an internet access and sensors for sending and receiving signals, perceiving the surrounding environment and to get in touch with other vehicles and services.
Agreements to share technological sites (for Telecommunications, specifically, sites of access to the network and passive infrastructure) by several operators in order to achieve a more efficient use of network infrastructure in urban and rural areas.
Carbon dioxide is one of the major greenhouse gases. It is linked to industrial processes and is the product of combustion especially as the result of the use of fossil fuels.
The Customer Premise Equipment is an electronic device (terminal, telephone, modem) for telecommunications used on the user's side that is able to connect directly to the geographic transmission network through appropriate interfaces. The connection between the CPE and the network can be realized on physical carrier (optical fiber, telephone twisted pair) or on radio (wireless) carrier.
Within the framework of the Equal Access policy guaranteed to all operators, the CPS (Carrier Pre-Selection) is a feature of the telephone network that allows to permanently specify the call routing to the chosen operator. This function must be implemented by the access operators in their own plants.
It deals with the analysis of threats, vulnerabilities and the risk associated to internet-connected systems, including hardware, software and data, to protect them from the attempt to expose, alter, disable, destroy, steal or gain unauthorized access or make unauthorized use of an asset.
It is a network of distributed antennas connected to a signal source in order to provide wireless services in a geographical area or indoor. The Radiofrequency signal is combined and distributed through an antenna system.
The Data Center is the department of a company that hosts and manages back-end IT systems and data repositories: so, its mainframes, servers, databases, etc. In the past, this type of management and control was in a single physical place, hence the name of data center. The development of new distributed computing technologies has inaugurated new management criteria that see more data centers located/distributed at both a physical and virtual level.
It is a set of platforms used to connect customers to most appropriate human and virtual Customer Care agents, via different channels (voice, web, apps, mail, chat, sms) and to support agents in the interaction with customers (e.g. Verbal Ordering, Back Office).
A distributed denial-of-service (DDoS) is an attack to a target, such as a server, website or other network resource, and cause a denial of service for users of the targeted resource. A flood of incoming messages, connection requests or malformed packets to the target system forces it to slow down or even crash and shut down, thereby denying service to users or systems.
The term decommissioning means the disposal of the oldest technological solutions (legacy or obsolete) in order to rationalize and simplify the current Telecommunication networks with the aim of optimizing investments and improving the quality and time-to-market of services.
In computer science, with DevOps (from the English contraction of Development and Operations) we mean an agile method of software development that aims at communication, collaboration and integration between developers and operations operators. DevOps is therefore an approach to the development and implementation of applications in a company, that has as its objective the release of the product, the testing of the software, the evolution and maintenance (correction of bugs and minor releases) to increase reliability and security and speed up development and release cycles.
The gap between people with effective access to digital and information technology and those with very limited or no access at all. The term encompasses among other things: gaps in ownership of or regular access to a computer, or internet access due to being located in geographical areas with no broadband connectivity
It is an architecture for real-time management of user data in telecoms networks (such as user profiles, etc.). It introduces a separation between a logically centralized data storage layer, taking care of data consistency and availability, and a front-end layer which handles requests coming from network elements.
It is a technology for analysis of live traffic packets which looks 'deeply' into packets payload, i.e. up to application level, rather than just at IP/TCP/UDP headers level. It enables advanced traffic management.
It is a network technology family that provides wide bandwidth digital transmission at short distances, through the traditional twisted copper pairs from the first switching office to the end user.
DSLAM denotes equipment multiplier of digital access lines able to process als of various clients with xDSL lines and multipliy them in a high rate data link to the nodes of the Internet.
Digital Terrestrial Television Broadcasting is a type of broadcasting technology that provides a more effective way of transmitting television services (in terms of number of channels and images quality) using a digital system.
DVB-H was a standard for the transmission of digital video optimized for mobile networks and handheld devices such as smartphones and cellular phones .
It is a technology for multiplying and transmitting at the same time optical signals with different wavelengths in a single optical fiber in order to increase the available amount of bandwidth.
It is a technology that increases the speed of data transmission of the GPRS the standard from 30-40 Kbit /s to 400 Kbit / s in the best radio transmission condition.
It is a segment of the network lying between access and core, wherein service functions are located (such as, e.g. those performed by BRAS). Depending on the context, it may be quite distributed e.g. to the level of mobile Base Station, or less distributed e.g. at the edge of the backbone.
International initiative promoted by the WBCSD (World Business Council for Sustainable Development) for research in energy efficiency in buildings in order to reduce the environmental impact and the energy costs.
A cooling system for the reduction of consumption without the use of greenhouse gases. The EFFC is based on the principle of free cooling (forced ventilation without the use of air-conditioning), combined with a system to extract the hot air produced by the apparatus and further cooling (adiabatic) of incoming air obtained by exploiting a zone with a high concentration of nebulized water.
Electromagnetic fields are present everywhere and are generated both by natural sources (thunderstorms, earth magnetism) and human-made ones such as power lines, TV antennas, mobile base stations, microwave ovens. They are known to affect human body in ways that depend on their frequency. For radiofrequency fields, such as those produced by mobile base stations and mobile handsets, the major biological effect is heating of the body tissues. The current view of scientific community, as outlined by World Health Organization, is that while exposure to high levels of EMF are harmful to health, there is no evidence that prolonged exposure to low levels of EMF might be harmful. The definition of what is meant to be a level low enough to be harmless is left to individual Countries, however guidelines have been defined by the International Commission on Non-Ionizing Radiation Protection (ICNIRP).
Regarding Italy, the exposure limit is 20 V/m. Moreover, in homes, schools, playgrounds and places where people may stay for longer than 4 hours per day, an 'attention value' of 6 V/m is applied and averaged over any 24 hour period.
Environmental management systems contribute to the sustainable management of production and support processes and are a stimulus to the continual improvement of environmental performance as they are tools to ensure effective management, prevention and the continuous reduction of the environmental impact in work processes
It is the Radio Base Station in 4G technology, which implements LTE radio interface and manages its radio resources.
It is the core segment of a 4G network. It performs management of user mobility, routing of traffic (which in 4G is only packet traffic), policy enforcement, production of accounting data, interconnection with IP networks.
External power supplies of equipment.
It represents the evolution of the SIM: it is an integrated circuit embedded directly inside a device and consequently not extractable and not replaceable, but remotely managed through the functionality of the device itself.
Family of computer networking technologies for local area networks (LANs) and metropolitan area networks (MANs).
The Eco-Design Directive for Energy-using Products (2005/32/EC) establishes a regulatory framework that manufacturers of energy-using products (EuPs) must follow, from the design phase onward, to increase energy efficiency and reduce the negative environmental impact of products.
Cooling system based on the use of forced ventilation to reduce energy consumption.
The Forest Stewardship Council is an international non-profit NGO. The FSC represents an internationally recognized forest certification system. The purpose of certification is correct forest management and traceability of forestry products. The FSC logo guarantees that a product has been made with raw materials deriving from forests correctly managed according to the principles of the two main standards: forest management and chain of custody. FSC certification is an independent, third-party scheme.
It is the term used to indicate any network architecture that uses fiber optic cabling in telecommunications access networks to replace, partially or totally, traditional copper cables. The various technological solutions differ in the point of the distribution network where the fiber connection is made, with respect to the end-user's location. In the case of FTTC (Fiber to the Cabinet) the fiber connection reaches the equipment (distribution cabinet) located on the sidewalk, from where copper connections are run to the customer; in the case of FTTB (Fiber to the Building) the fiber arrives at the base of the building to a distribution box from where the vertical copper connection starts; in the case of FTTH (Fiber to the Home), the fiber connection terminates inside the customer premises.
Fixed Wireless Access refers to a set of transmission systems developed to exploit specific frequencies of the radio spectrum in order to provide fixed broadband connectivity services (with nominal connection speeds equal to 1 Gbps).
An interconnection node between networks. A Gateway node may be used to separate networks belonging to different Domains or make functionally different networks interwork through protocol interworking.
G.FAST (Fast Access to Subscriber Terminal, group "G" of the ITU-T recommendations) is a DSL standard, fourth generation on copper, adopted by ITU-T starting from 2014 that allows to reach aggregate Downstream speeds + Up Stream of about 500 Mbit / s up to 100m and about 800-900 Mbit / s up to 50m.
It is therefore a technology with a speed higher than VDSL2 and eVDSL but, being optimized for very short distances, it requires the network devices to be positioned even closer to the customer than the cabinets line, or rather in distribution boxes at or at the base of buildings .
Packet switched system to efficiently transmit data over 2G cellular networks.
A passive optical network (PON) is a network architecture that brings fiber cabling and signals to the home using a point-to-multipoint scheme that, by unpowered fiber optic splitters, enables a single optical fiber to serve multiple premises.
The GRX service allows Mobile Operators to globally interconnect GPRS networks around the world enabling global GPRS roaming coverage.
The Global Reporting Initiative (GRI) is a leading organization in the field of sustainability. GRI promotes sustainability reporting as a way for organizations to become more sustainable and contribute to sustainable development.
A worldwide standard for digital cellular telephony working on the 900MHz and 1800MHz bands. It belongs to the Second Generation (2G) of mobile systems.
Chemical compounds used mainly in cooling systems to replace chlorofluorocarbons (CFCs) which were banned by the Montreal Protocol. They have a more limited effect in depleting the ozone layer (approximately 10% of the ozone-depleting potential of CFCs).
Compounds used in cooling systems. They belong to the family of greenhouse gases. They do not harm the ozone layer.
Technology of xDSL family, standardized in 1994. It provides up to 8 Mb/s symmetrical over copper.
Database where customer data are recorded. It is part of 2G and 3G systems.
Home networking device that is used to concentrate voice/data/video traffic of customers for private TLC networks and to connect devices in the home to the Internet or other WAN.
Leasing of physical space to customers, which is managed within a data center for the installation of their own equipment or servers.
Evolution of UMTS, which enables broadband mobile data both in Downstream (HSDPA) and Uplink (HSUPA), up to 42 Mb/s and 5.76 Mb/s, respectively.
Through a Cloud IaaS offer (Infrastructure as a Service, see also Cloud models), a consumer acquires from a Cloud Provider in a flexible and dynamic way computing, memory, network resources and other fundamental calculation resources, through which the customer can develop and run arbitrary software, including operating systems and applications. The consumer does not manage or control the underlying Cloud infrastructure, but controls operating systems, memory, applications and possibly, in a limited way, some network components (e.g. firewalls).
Broad area concerned with information technology, telecommunications networks and services and other aspects of managing and processing information, especially in large organizations.
An organization of professional scientists aiming at promoting technology science and research in the field of electrical and electronics engineering and related fields. IEEE also works as a publishing house and standardization body.
It is the architecture for providing IP Multimedia services, i.e. voice/video/text/etc communications over IP networks. It comprises all the network elements related to signaling and media flow handling.
The International Mobile Subscriber Identity is a unique identifier associated with a SIM card in cellular networks.
Interconnection refers to the physical and logical connection among public telecommunication networks belonging to different operators, in order to enable users of an operator to communicate with users of the same or a different operator, or to access services provided by another operator.
Global network for networks interconnection based on a common protocol suite, i.e. TCP/IP, which is the language by which connected equipment (hots) are able to communicate.
The Internet of Things refers to the extension of Internet to the world of objects (devices, equipment, systems,...), which become recognizable and acquire intelligence thanks to the fact that they can communicate data about themselves and access aggregate information from part of others. There are many fields of applicability: from industrial applications (production processes), logistics and infomobility, to energy efficiency, remote assistance and environmental protection.
A connectionless data routing protocol, used for data transmission on both public and private networks, in particular over the Internet.
See DCC.
A packet switching protocol to optimize network behaviors of mapping Layer3 (IP) end-to-end data flow to Layer2 traffic between adjacent network nodes.
A system that utilizes the Internet Protocol infrastructure to transmit digital television content over a network and deliver it via a broadband Internet connection.
A narrowband system in which several services (e.g., voice and data) may be simultaneously transmitted end to end in digital form.
A vendor who provides access to the Internet and World Wide Web.
An international organization that aims to set telecommunications standards and in the use of radio waves. Founded in 1865 in Paris, it is one of the specialized agencies of the United Nations and its head office is in Geneva.
In electronics and telecommunications jitter indicates the variation of one or more characteristics of a signal such as, amplitude, frequency, phase, transmission delay. The causes leading to jitter must be kept at the center of the design of electronic systems and components in which signal integrity is a strict constraint.
Measurement system, expressed in kilovolt, of electric current lost in an AC electrical system.
A private network that covers a local geographic area and provides telecommunications services as well as interconnection between personal computers.
Represents the single optical channel on which a signal is transmitted in fiber-optic networks.
The latency of a system can be defined as the time interval between the time the input arrives to the system and the time when its output is available. In other words, latency is nothing more than a measure of the speed of response of a system.
Analysis methodology for the evaluation and quantification of environmental impacts associated with a product/process/activity along the entire life cycle from the extraction and acquisition of raw materials to the end of its life.
Service by which operators other than TIM can lease the local loop, i.e., the wire connection between the TIM local exchange and the customer's premises.
Twisted pair of copper wires through which the telephone connection reaches users; it is the foundation of traditional telephone lines and it is often called the "last mile".
See 4G.
It is the ability of computers to learn without having been explicitly and preventively programmed.
MEMS are miniaturized devices ranging in size from a few micrometers to a few millimeters, which execute one or more monitoring, processing or actuation functions by deploying a combination of electronic, mechanical, optical, chemical or biological components integrated on a usually silicon hybrid circuit
An Internet Engineering Task Force (IETF) signaling protocol allowing a bridge between classic telephone networks and Internet (i.e., IP-based) infrastructures.
Equipment that processes voice and video traffic adapting codings between different technologies (e.g. from circuit to packet).
In the development of modern software applications, when the term micro-services is used, a specific architectural model for the development of a single application as a suite of small services is indicated; each micro-service is identified as a specialized processing process (e.g. a web server, a storage application, etc.) and is able to communicate with fast and lean mechanisms, often based on API interfaces for the description of HTTP resources. These services provide capabilities for the development of a company's business and are particularly suitable for the creation of software products according to agile methodologies; each micro-service can be implemented and managed independently using fully automated implementation algorithms, thus ensuring maximum flexibility in the development and maintenance of applications.
It is a set of techniques aimed to increase the overall bitrate of radio access through simultaneous transmission of two (or more) different data signals on two (or more) colocated antennas, using the same frequency resources. The receiving side, also equipped with two or more antennas, is able to discriminate the different data signals by exploiting the differences in time and direction of arrival of the simultaneous signals that are caused by multipath propagation. Actually, multipath propagation i.e. the fact that a signal from A reaches a point B via multiple paths due to reflection and scattering from objects (such as buildings, trees) is a natural phenomenon affecting radio communications, which used to be seen as an impairment. Conversely, MIMO techniques exploit (using suitable signal coding) this multiplicity of paths to increase capacity.
Executes functions such as controlling calls, switching traffic, billing, controlling and authentication and acts as an interface with other networks.
A service involving two or more communications media (e.g., voice, video, text, etc.) and hybrid services created through their interaction.
Technology that encodes the video multicast traffic in different streams at different bitrates, used according to the channel conditions, allowing to optimize the use experience the use of network resources.
MVNO is a mobile communications service provider that does not own the radio spectrum or wireless network infrastructure over which the MVNO provides services to its customers.
The term NaaS (Network as a Service) refers to the provision of virtual network services by a Network Provider to a third party, such as a Service Provider not equipped with geographically networked resources, or a medium/large customer that requires basic or advanced connectivity resources on a public or shared network infrastructure. Some examples of services that refer to the NaaS model are VPNs (Virtual Private Networks, Dynamic Bandwidth Services (BoD, Bandwidth on Demand) and Mobile Network Virtualization. Today, the spread of NaaS offers is increasingly supported by flexible network virtualization models and the use of network programming and automation technologies, such as Software Defined Networking (SDN).
A digital subscriber line without an analog or ISDN telephony service. It is a line dedicated to data services
It is a 3GPP specification enabling the Internet of Things, based on the optimization of narrowband radio access aimed at the application of LTE technology to sensor networks: few and small messages per day, high coverage range (e.g. to reach the counters in the basements), very high battery life (target 10 years), high number of connections per cell (tens of thousands) and very low cost of the modules.
Net neutrality is the principle that Internet service providers should treat all data equally and not discriminate or charge differently based on user, content, website, platform, application, type of equipment, or method of communication.
An interconnected system of elements. In a telephone network, these consist of switches connected to each other and to customer equipment. The transmission equipment may be based on fiber optic or metallic cables or radio connections.
See Price cap.
The NFV paradigm allows both fixed and mobile network functions to become software applications, called VNF (Virtual Network Function), which the operator can instantiate on commercial servers, exploiting virtualization technologies, separating the link between hardware and software present in the current network devices.
It can be realized with different technological solutions, typically fiber optic and VDSL pairs.
TIM's own name for the IP backbone.
A major rethink of the IT and Data Center architecture through the physical concentration and virtualization of servers to reduce the costs of maintenance/management and energy consumption, and to improve efficiency.
New generation network created by TIM to meet the demands of corporations, public administrations and citizens. The new network architecture guarantees an infrastructure designed to cover multiple offers by increasing customization levels and bandwidth availability, removing bandwidth limits and providing a huge capacity along with a wide selection of access systems.
Non-geographic numbers are unique as they are by definition not associated with any particular geographic location (e.g. premium rate services, toll free, directory assistance services).
Topological network junction, commonly a switching center or station.
This is the Radio Base Station in UMTS technology which, via an antenna, sends the UMTS radio signal that creates cell coverage (typically 3 cells for Node B). It also performs functions that are strictly linked to managing the radio connection.
Offerings to customers which bundle two or more of the following mobile and fixed services: voice, broadband and ultrabroadband data, video and TV, mobile.
The New York Stock Exchange.
Operators other than the incumbent one that provide services to their customers exploiting the fixed access network of the incumbent.
International Standard that sets the requirements that a management system for the protection of workers' health and safety must meet.
Companies other than the incumbent operator that operate telecommunications systems in a national market.
Optical element of the PON network (Passive Optical Network) that acts as an interface between the PON itself and the Backbone network. OLT is located in the central office.
Optical element of the PON network (Passive Optical Network) which acts as an interface with the user access device or the distribution network to users. ONU is located in the distribution cabinet.
Open Source is a computer software in which source code is released under a license in which the copyright holder grants users the rights to study, change, and distribute the software to anyone and for any purpose. Open-source software may be developed in a collaborative public manner.
Thin glass, silica or plastic wires, building the base infrastructure for data transmission. An optical fiber cable contains several individual fibers, and each of them is capable of delivering a signal (light impulse) at almost unlimited bandwidth. Optical fibers are usually employed for long-distance communication: they can transfer "heavy" data loads protected from possible disturbances along the way. The driving capacity of optical fibers is higher than the traditional cable and copper twister-pair lines.
Methods and procedures (whether automatized or not) that directly support the daily operation of the telecommunications infrastructure.
It is a technology designed to enable multiplexing of als for transport over WDM links, and to achieve OAM capabilities for these signals similar to those available in SDH.
This allows a better utilization of WDM links, since it allows to fill lambdas with high rate signals (e.g. 100 Gb/s), which may contain several lower rate signals (e.g. 10 Gb/s), rather than devoting a lambda for each lower rate signal.
Operators offering contents and services on the Internet without owning the proprietary TLC network infrastructure.
Entrusting an external party carrying out services and business operations. For example, it can be outsourced the planning, construction and hosting services of a telecommunications management system and, ultimately, the management of the entire telecommunications system.
The PaaS (Platform as a Service) represents one of the three Cloud offer service models; through a PaaS offer of a Cloud Provider, the consumer is given the opportunity to distribute applications created on their own, or acquired by third parties on the cloud infrastructure, using programming languages, libraries, services and tools supported by the supplier. The consumer does not manage or control the underlying cloud infrastructure, including network, servers, operating systems, memory, but has control over the applications and possibly the configurations of the environment that hosts them.
Telecommunications services provided by telcos and long-distance carriers that route packets of data between local area networks (LANs) in different geographical locations to form a wide area network (WAN). Packetswitching services are used to connect multiple LANs into a point-to-multipoint configuration, usually called a multipoint WAN.
A system by which the viewer pays to see a single program (such as a sporting event, film or concert) at the moment at which it is transmitted or broadcast.
Subscription TV channels. To receive Pay TV or Pay-Per-View programs, a decoder must be connected to the television set, and a conditional access system is needed.
Set of wireless communications functionalities, voice and/or data, which provide similar services such as mobile ones.
Peering is the voluntary interconnection of Internet networks, that refer to different Internet Service Providers, which allows users to exchange traffic between different networks.
It represents the number of people (or subscriber) who acquires goods / services of a particular brand or a particular category, divided by the population where the service is available.
It's an execution environment that includes hardware, software, application servers and other supporting tools, for the execution of programs.
The POP is a point of access to the network (router), provided by an Internet Service Provider (ISP), able to route traffic to end users connected to POP.
Refers to the basic telephony service, (single-line telephones, fixed-line services and access to public voice telephony network).
Identifies the maximum price limit set by a regulator at which a service /product can be sold
PSTN, also known as the Public Switched Telephone Network, is the first-generation telephone network and provides basic telephone service.
It is a class of equipment that implement natively both SDH and Ethernet technologies, i.e. it is able to transport and switch separately both kinds of traffic. It is used to connect smaller, peripheral Central Offices to larger ones, that is a use case where aside packet traffic (e.g. backhauling of broadband access and mobile sites) also legacy circuit traffic (e.g. voice, 2G backhauling) may be found.
It is the part of mobile network that implements the radio technologies, comprising data transport functions over air interface and control functions.
Reassignment of frequency band of an operator of mobile networks from one technology to another for optimization reasons (examples: UMTS900 instead of GSM900 or LTE1800 instead of GSM1800).
RNC is the equipment (or node) for the control and aggregation of 3G network
Agreement among two or more Mobile Operators from different Countries, under which Users can use the mobile network of other Operators participating in the agreement.
The roaming service is activated for example when the terminal is used overseas and enables a mobile user to access a different network from the one to which he subscribes.
European Directive No. 95/2002 that regulates the use of hazardous substances in electrical and electronic equipment, in order to contribute to the protection of human health and environment.
RTG, also known as the Public Switched Telephone Network, is the first-generation telephone network and provides basic telephone service.
As part of the Cloud offer service models (see also Cloud entry), the SaaS (Software as a Service) model expresses the faculty provided to the consumer to use a supplier's applications and services, operating on a cloud infrastructure. The applications are accessible from different devices through a light interface (e.g. a thin client), such as an email application on a browser, or from programs with a specific interface. The consumer does not manage or control the underlying cloud infrastructure, including network, servers, operating systems, memory, and even the capabilities of individual applications, except for limited configurations intended for him.
SAR is a measure of the percentage of electromagnetic energy absorbed by the human body when it is exposed to the action of an electromagnetic field at radio frequency (RF). See also EMF limits.
The European standard for high-speed digital transmission.
It's a protocol of the physical layer used for multiplexing in time division and the subsequent digital transmission of telephony and data, in geographic networks on optical fiber, electric cable or radio link.
Software Defined Networking is a paradigm based on network virtualization whose aim is to transform traditional networks into flexible and intelligent platforms to satisfy in real time the bandwidth requirements and the dynamic nature of digital applications.
In Networking topic, the SD-WAN (Software Defined WAN) solutions are an innovation of the traditional Wide Area Network solutions and of the Edges IP Networking, developed to offer advanced connectivity services addressed to Business customers. SD-WAN solutions work agnostically with respect to the access technology, the WAN transport network, they use dynamic routing of data on an application basis and in strong integration with Multi-Cloud solutions, to link connectivity to some added-value services such as WAN optimization, application monitoring and advanced security.
The Service Exposure is an infrastructure to expose functionalities, called API (Application Programming Interface), both to Third Parties (eg Business Partner), both for internal use.
Service orchestration means a single centralized business process that can be performed by an orchestrator (e.g. a SW platform) that coordinates the interaction between various services and is responsible for their invocation and composition, as well as the management of transactions between the individual services. Service orchestration is often compared to Service Choreography, which instead makes a decentralized approach to the composition of services, where each of the services participating in the choreography implements a selfconsistent process / workflow.
The Service Provider offers to the Users (Residential or Business) that subscribe his offer, a range of contents and services.
Local Exchange for telephone traffic carriage, routing and transmission. See also Central Office.
See Central Office.
Shared access to the user's twisted pair with another TLC service provider by using separately voice and nonvoice band frequency spectrum. This mode allows keeping voice telephony with an Operator (TIM or others) and ADSL service on the proprietary network of the shared access operator (i.e. not passing over the TIM network but directly through the DSLAM of the operator).
Service Level Agreements are contractual instruments through which service metrics are defined (eg quality of service) that must be respected by a service provider (provider) towards their customers / users.
It consists in providing access to the local sub-section of the Operator copper network, in particular the section of the network between the user site and the distribution cabinet or an intermediate concentration point
Small cells are low energy consumption access nodes to the radio spectrum. . Smaller than the antennas, Small Cells are usually used in mobile telephony, both for the coverage of outdoor areas (squares, pedestrian streets, etc.) and for the coverage of indoor hot spots (airports, stadiums, shopping centers, stations, hospitals, university campuses, etc.).
Market segment of small- and medium-size enterprises (from 3 to 50 employees).
The term Smart City refers to an urban area that uses integrated ICT technologies to optimize resources in key areas: mobility, communication, economy, work, environment, administration and construction. From an infrastructural point of view, the use of available resources on the web improves economic and political efficiency and can allow social, cultural and urban development.
Electronic device that combines the functions of a mobile phone and a handheld computer equipped with a complete operating system.
The term Smart TV identifies the new generation of televisions which allows us to enjoy multimedia audio-video content (movies, TV series, music videos, gaming,..) through an internet connection.
Short text messages that can be received and sent through GSM-network connected cellular phones. The maximum text length is 160 alpha-numerical characters.
Market segment consisting of businesses that use telephone lines to connect to the Internet, as opposed to dedicated lines, and is made up of small businesses, generally with one or two employees, and businesses conducted out of the home.
It is a set of technologies and architectures that allows Operators to introduce, in the context of radio-mobile networks, the technological enablers for the automation of network configuration, optimization and assurance processes.
Type of data transmission in which there is permanent synchronization between the transmitter and receiver.
It is a customer device able to receive TV signals from a communication network (such as broadband/ultrabroadband access network, terrestrial broadcast, satellite broadcast, etc) and output them to TVs and other display devices (monitors, projectors, etc.). It may include Conditional Access functions to handle paid content
Portable computer with compact dimensions whose screen can be used to write or give commands with the touch of your fingers or using a specially designed stylus.
Technique for power feeding roadside network equipment (such as ultrabroadband equipment located in street cabinets in Fiber to the Cabinet architecture) from the local exchange.
The TCO represents the global cost of an asset (eg an IT equipment) during its life cycle. The TCO takes into account both direct costs (hardware costs, network infrastructure, licenses) and indirect costs (management, maintenance, energy consumption).
A technology for digital transmission of radio signals between, for example, a mobile phone and a radio base station. TDMA breaks signals into sequential pieces of defined length, places each piece into an information channel at specific intervals and then reconstructs the pieces at the end of the channel.
The term is often used as synonymous of VoIP, however it has a wider meaning since it includes advanced telephony services (such as video, messaging, possibly some call handling, etc) beyond the basic voice communication.
Radio transceivers located in BTS.
Includes all network technologies that offer connectivity from 30Mbit/s to over 1Gbit/s, referring in particular to the peak rate and not to the average available. The definition is related to the characteristics of the fixed and mobile access network. By increasing the capacity and the speed, Ultra Broadband technologies allow quicker access from multiple users to the content available on the net, also on the move, and to take advantage of high quality video up to Ultra HD and interactive gaming.
See 3G.
It is the service offered by the incumbent to the alternative operator which consists of the rental of the local loop i.e. the wire connection between the local exchange and the customer's premises, so that the alternative operator is able to connect the twisted pair from the customer to its own equipment.
The obligation to supply basic service at an affordable price, or at special rates solely for subsidized users.
Electrical equipment that provides continuous powering to users in case of power outage.
Value Added Services provide a higher level of functionality than the basic transmission services offered by a telecommunications network. In PSTN and first generation mobile networks the basic service was telephony (switched voice calls, initially analog and later digital ones) while VAS could include data and fax transmission services, as well as call handling features such as call waiting, call forwarding, etc..
As time passed VAS based on call handling grew with further features such as toll free calling, voice virtual private networks, etc. A new class of VAS also developed in mobile networks, including message handling services such as SMS and MMS. In parallel, development of data networks turned data transmission services (initially X25, then Frame Relay, ATM, Ethernet, IP) into basic services of those networks, on top of which there may be VAS such as address translation, data virtual lines and virtual networks, traffic priority, encryption, etc.
A further category of VAS is those based on contents of Service Providers linked to the network, beginning with contents provided on telephony network, going on with contents delivered via SMS (news, meteo, etc) and contents provided via browsing from mobile and fixed terminals, and arriving to video streaming contents.
Access technology that allows providers to give clients, by means of an apparatus installed in their homes, access to voice and TV services on the traditional telephone line with speeds of up to 50 Mbps in downstream.
"2nd generation" VDSL, able to achieve downstream speed in the range of hundreds of Mbps. Actual data rate however is largely dependent upon the distance between customer equipment and network equipment, e.g. for distances of some hundred meters the achievable rate is about 100 Mbps. For this reason, network equipment is typically located in street cabinets, so to be closer to customers. A VDSL2 evolution named eVDSL (enhanced VDSL) yields achievable rates around 200 Mbps; it has been recently deployed in TIM network.
Transmission technology that removes mutual interference (crosstalk) between copper lines bundled in the same cable. Of particular interest is the use on VDSL / VDSL2 / eVDSL lines in view of the growing penetration of ultrabroadband services, which would make interference more perceptible. In this perspective, the use of vectoring allows to maintain the typical performances of the aforementioned technologies. The technology is placed in the ONU apparatus where to be effective it is applied on all the lines of a cable; this means that in case of SLU (Sub Loop Unbundling), that is the presence of ONUs of several operators serving the lines of the same cable, a more complex implementation is required, the MOV (Multi-Operator Vectoring) that coordinates the vectoring of the different ONUs.
An approach to implementation of functionality resorting only to software running on general purpose hardware generally not dedicated, as opposed to approaches resorting also to special purpose and/or dedicated hardware.
TV-program offering on user's request, with payment of a fee for each purchased program (a movie, a soccer match, etc.). Broadcast specifically for cable and satellite TV.
A technology that allows transmission of voice communication over an Internet connection or another dedicated network using the Internet Protocol (IP) data networks ( such as IP-based LANs, Intranets or the Internet) instead of a conventional phone line.
A service providing voice and video calls over IP via LTE radio access, controlled by standard ToIP architecture named IMS (IP Multimedia Subsystem). The mated naming VoLTE/ViLTE is used since the service is essentially the same for voice and video, differing only in the type of media streams that are set up. Since it is standard based, it achieves interoperability among user terminals and between terminals and networks.
A network designed for a business customer or government agency, using the infrastructures of a carrier and providing customized services, and which operates in such a manner as to appear dedicated to the user thereof.
It is an architecture applied in 4G/5G networks which implies a split of the Base Station between a Centralized Unit and a Remote or Distributed Unit. The CU is typically placed in a more centralized site than antennas and deals with baseband signal processing, so also the terminology BBU (BaseBand Unit) is used, while the Remote Unit is left at antenna sites to provide radio coverage and is also termed RRU (Remote Radio Unit). Given this split the CUs may be implemented as Virtual Network Functions on a suitable hardware infrastructure, from which the 'virtual' title.
For the viability of the architecture a key issue is the choice of the partition of Base Station functions between CUs and DUs, which affects the requirements on communication links CU-DU (referred to as fronthaul). In the 5G development efforts this issue has been addressed by identifying split options that are candidate for standardization.
A wholesale service provided by incumbent providers to alternative operators, where the incumbent provides – over its broadband access network – the transport of data traffic (a 'bitstream') between the end customer and an interconnection point where the alternative operator receives said traffic. In TIM's case, the interconnection point is located at local exchange level, aside the OLT (Optical Line Termination) i.e. the head end of optical access network.
A private network that covers a wide geographic area using public telecommunications services.
Waste from electrical and electronic equipment which the holder intends to dispose of as it is faulty, unused or obsolete.
The distinction between white, gray and black areas is relevant for the assessment of state aid to support the development of ultrabroadband networks, in terms of the compatibility of the aid with respect to Community legislation. This classification is contained in the European Union Guidelines:
Wireless technology enabling data links in a limited area, generally in some hundred meters range, with speed up to tens of Mbps. Typical applications are in homes and offices as alternative to wired LAN, as well as in public services for Internet access, and also to create link between devices (e.g. between a laptop and a smartphone linked to Internet).
A technology that allows wireless access to broadband telecommunications networks, initially defined in order to work on ranges up to tens of kilometers and speed in the tens of Mbps.. It was defined by the Wi—MAX Forum, a global consortium formed in 2001 that brings together major companies in the field of fixed and mobile telecommunications and whose purpose is to develop, test and promote the interoperability of systems based on IEEE standards.
The means of providing a local loop equivalent (e.g. connection from customer premises to local exchange) without the use of wiring, resorting instead to wireless technologies.
It is a telephony only wholesale service provided by the incumbent to alternative operators, whereby the alternative operator gets an ULL-like service without the need to physically deploy equipment at local exchange sites. It is technically similar to Carrier PreSelection (CPS), and differs from CPS on the commercial side since the end customer is not subscribed to the incumbent's access service, nor billed for it; in this way alternative operators are able to provide to customers both access and traffic services and to produce a single bill covering both services.
It is a technology that makes use of standard telephone lines and it includes different categories including ADSL (Asymmetric DSL), HDSL (High-data-rate DSL), VDSL (Very high bit rate DSL) and eVDSL (enhanced Very high bit rate DSL). This technology uses a al at very high frequencies in order to achieve high data transfer rates.
Free copies of this report and the Annual Report on Corporate Governance and the Compensation Report can be obtained by:
| Calling | Free Number 800.020.220 (for calls inside Italy) |
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| or +39 011 2293603 (for calls outside Italy) | |
| providing information and assistance to shareholders | |
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| Internet | Users can access the 2018 Annual Report at the following URL telecomitalia.com/Bilanci-Relazioni |
| They can also obtain information about TIM at the following URL www.tim.it |
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TIM S.p.A.
Registered Office Via G. Negri n. 1 - Milan Headquarters and Secondary Office in Corso d'Italia 41 - Rome PEC (Certified Electronic Mail) box: [email protected] Share Capital 11,677,002,855.10 euros, fully paid up Tax Code/VAT no. and Milan Companies Register file no. 00488410010
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