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Telecomunicaciones S.A. from the local partner Werthein and by so doing increased its investment holding in Sofora from 58% to 68% of the company’s share capital; – on October 27, 2011, Tierra Argentea S.A., a wholly-owned subsidiary of the Telecom Italia Group, purchased 14.48 million Telecom Argentina Class B shares at the price of 20.50 Argentine pesos per share. In the following months of November and December, the company purchased another 1.1 million shares of the same class. The equivalent amount of the transactions was equal in total to 319 million Argentine pesos (equal to about 56 million euros). The transactions did not alter or modify either the governance rights of the Telecom Argentina group established by agreement between the shareholders signed by the Telecom Italia Group and Werthein group, which is still in force, or the commitments undertaken by the Telecom Italia Group with the Argentine antitrust authorities. • Acquisition of control of the 4GH group On July 27, 2011, Telecom Italia, after having received the National Antitrust Authority’s (AGCM) approval, finalized the acquisition of a 71% stake in the company 4G Holding S.p.A., with a total impact on net financial debt of 27.4 million euros, for an outlay of about 8.6 million euros (including incidental expenses) and the consolidation of the financial debt of the acquired companies. The deal was carried out through the wholly-owned subsidiary of the Parent Telecom Italia, TLC Commercial Services S.r.l.. The acquisition of the 4GH group, with its approximate 200 points-of-sale located in the most important shopping centers in Italy, will make it possible for the Telecom Italia Group to build up its positioning in the retail distribution market specialized in the sale of telephony equipment on the domestic market. • Acquisition of control of the companies Tim Fiber SP and Tim Fiber RJ On October 31, 2011, two companies belonging to the AES Atimus group, telecommunications infrastructure operator in the states of San Paolo and Rio de Janeiro, were acquired from Companhia Brasiliana de Energia, through the subsidiary Tim Celular S.A. The total impact on net financial debt is 686 million euros, for an outlay of about 656 million euros (including incidental expenses) and the consolidation of the financial debt of the acquired group. Capital increases On October 27, 2011, the share capital increase of Tim Participações S.A. ended with a cash in for the Telecom Italia Group of 240 million euros, net of the relative incidental expenses. In particular, the capital was increased by means of the issue of 200,258,368 ordinary shares at the offering price of 8.60 reais each for a total of 1.7 billion reais (equal to about 700 million euros). Besides the 190,796,858 shares in the initial offering, there were 9,461,510 shares of the greenshoe option, completely exercised, granted by Tim Participações S.A. to Morgan Stanley S.A. and Morgan Stanley & Co. LLC, part of the placement consortium. The Telecom Italia Group, through Telecom Italia International N.V. – the parent of the holding company Tim Brasil Serviços e Participações S.A. – subscribed to its entire share of the reserved capital increase in Tim Participações S.A. for 1.1 billion reais (equal to about 450 million euros), but was unable to subscribe to any of the shares issued following exercise of the greenshoe. Consequently, the percentage investment in Tim Participações S.A. fell to 66.68% from the previous 66.94%. In 2010, capital increases amounted to a total of 67 million euros and of that amount 44 million euros referred to the Telecom Italia Media increase and 23 million euros to the Parent, Telecom Italia S.p.A., as part of the broad-based employee share ownership Plan. Report on Operations Review of Operating and Financial Performance - Telecom Italia Group 28
Finance expenses, income taxes and other net non-operating requirements flow Finance expenses, income taxes and other net non-operating requirements flow mainly includes the payment, during 2011, of net finance expenses (1,712 million euros), income taxes (1,381 million euros) and also the change in non-operating receivables and payables. Report on Operations Review of Operating and Financial Performance - Telecom Italia Group 29
Page 1 and 2: Annual Report 2011 Relazione interm
Page 3 and 4: Statements of Comprehensive Income
Page 5 and 6: Letter to the Shareholders To the S
Page 7 and 8: Key Operating and Financial Data -
Page 9 and 10: The trend of the key operating and
Page 11 and 12: Liquidity margin: at December 31, 2
Page 13 and 14: Consolidated Operating and Financia
Page 15 and 16: Review of Operating and Financial P
Page 17 and 18: The fixed-line area, with a contrac
Page 19 and 20: - lower expenses of 246 million eur
Page 21 and 22: Business Unit (-329 million euros)
Page 23 and 24: Income tax expense Income tax expen
Page 25 and 26: eflect the definitive fair value of
Page 27: Capital expenditures on an accrual
Page 31 and 32: The financial risk management polic
Page 33 and 34: On August 3, 2011, a bilateral stan
Page 35 and 36: Research and Development As for “
Page 37 and 38: Consolidated Financial Statements -
Page 39 and 40: Consolidated Statements of Financia
Page 41 and 42: Consolidated Statements of Cash Flo
Page 43 and 44: Highlights - The Business Units of
Page 45 and 46: The Business Units of the Telecom I
Page 47 and 48: International Wholesale (millions o
Page 49 and 50: compared to the same period of 2010
Page 51 and 52: In detail: (millions of euros) 2011
Page 53 and 54: Cubomusica GRATIS per 1 anno. Durin
Page 55 and 56: In particular, for the unbundling c
Page 57 and 58: International roaming On July 6, 20
Page 59 and 60: For the telecommunications operator
Page 61 and 62: Brazil The Telecom Italia Group ope
Page 63 and 64: EBIT EBIT is 2,294 million reais, i
Page 65 and 66: Argentina The Telecom Italia Group
Page 67 and 68: Mobile telephony service: Telecom P
Page 69 and 70: Again with regard to value-added se
Page 71 and 72: Revenues Revenues amount to 238 mil
Page 73 and 74: Principal changes in the regulatory
Page 75 and 76: • it erroneously attributed the m
Page 77 and 78: European sales recorded a good tren
Page 79 and 80:
Review of Operating and Financial P
Page 81 and 82:
The reduction of 483 million euros
Page 83 and 84:
(162 million euros, on the basis of
Page 85 and 86:
Equity Equity amounts to 20,537 mil
Page 87 and 88:
Dividends flow Dividends paid amoun
Page 89 and 90:
Bonds Bonds at December 31, 2011 to
Page 91 and 92:
Financial Statements - Telecom Ital
Page 93 and 94:
Statements of Financial Position (m
Page 95 and 96:
Additional Cash Flow Information (m
Page 97 and 98:
Corporate Boards at December 31, 20
Page 99 and 100:
Macro-Organization Group at Decembe
Page 101 and 102:
other sources of information, the p
Page 103 and 104:
Relative performance by Tim Partici
Page 105 and 106:
Related Party Transactions In accor
Page 107 and 108:
the Dow Jones Sustainability World
Page 109 and 110:
Economic value generated and distri
Page 111 and 112:
Type of customer care customer Over
Page 113 and 114:
Involvement initiatives For the fif
Page 115 and 116:
Vehicles Telecom Italia S.p.A. 2011
Page 117 and 118:
• cogeneration/trigeneration: 5 l
Page 119 and 120:
• an increase in emissions attrib
Page 121 and 122:
channels have been registered as "D
Page 123 and 124:
• Network and service platform in
Page 125 and 126:
• E-learning and evolved teaching
Page 127 and 128:
Tim Brasil Group (units) 12.31.2011
Page 129 and 130:
Development The 2010 Group performa
Page 131 and 132:
Internal communication The main act
Page 133 and 134:
introduced on this subject. The agr
Page 135 and 136:
On August 2, 2011 the second phase
Page 137 and 138:
The Risk Management department mana
Page 139 and 140:
Net financial debt is calculated as
Page 141 and 142:
Bundle. Commercial offer including
Page 143 and 144:
HFC (Hydrofluorocarbons). Hydrofluo
Page 145 and 146:
Shared Access. Methods of shared ac
Page 147 and 148:
Consolidated Financial Statements a
Page 149 and 150:
Note 34 - Other income (expenses) f
Page 151 and 152:
Equity and Liabilities (millions of
Page 153 and 154:
Consolidated Statements of Comprehe
Page 155 and 156:
Consolidated Statements of Cash Flo
Page 157 and 158:
Note 1 - Form, content and other ge
Page 159 and 160:
• Argentina: includes fixed (Tele
Page 161 and 162:
Note 2 - Accounting policies Going
Page 163 and 164:
case of loss of control of a subsid
Page 165 and 166:
Impairment of intangible and tangib
Page 167 and 168:
• held to maturity (originally mo
Page 169 and 170:
Inventories Inventories are measure
Page 171 and 172:
Revenues are recognized to the exte
Page 173 and 174:
Use of estimates The preparation of
Page 175 and 176:
Note 3 - Business combinations Acqu
Page 177 and 178:
Acquisition of control of Sofora Te
Page 179 and 180:
Note 4 - Goodwill Goodwill shows th
Page 181 and 182:
Core Domestic International Wholesa
Page 183 and 184:
Changes in key variables needed to
Page 185 and 186:
Concessions, licenses, trademarks a
Page 187 and 188:
Note 6 - Tangible assets (owned and
Page 189 and 190:
Gross carrying amount, accumulated
Page 191 and 192:
Gross carrying amount, accumulated
Page 193 and 194:
Aggregate data for 2011 and 2010, p
Page 195 and 196:
Note 9 - Financial assets (non-curr
Page 197 and 198:
Note 10 - Miscellaneous receivables
Page 199 and 200:
The temporary differences which mak
Page 201 and 202:
In addition to this effect, the inc
Page 203 and 204:
Note 13 - Trade and miscellaneous r
Page 205 and 206:
Note 14 - Equity Equity includes: (
Page 207 and 208:
• the reduction of share capital
Page 209 and 210:
• to mandate the board of directo
Page 211 and 212:
Gross financial debt according to t
Page 213 and 214:
The following table lists the bonds
Page 215 and 216:
Nortel Inversora S.A. Preferred Ser
Page 217 and 218:
Such obligation, required by nation
Page 219 and 220:
Revolving Credit Facility The follo
Page 221 and 222:
Note 17 - Financial risk management
Page 223 and 224:
of market parameters, even though t
Page 225 and 226:
In order to limit the risk of the n
Page 227 and 228:
Note 18 -Derivatives Derivative fin
Page 229 and 230:
Note 19 - Supplementary disclosures
Page 231 and 232:
Comparison between carrying amount
Page 233 and 234:
Carrying amount for each class of f
Page 235 and 236:
Fair value hierarchy level for each
Page 237 and 238:
Note 20 - Employee benefits Employe
Page 239 and 240:
The effect on the income statement,
Page 241 and 242:
Note 22 - Miscellaneous payables an
Page 243 and 244:
Note 24 - Contingent liabilities, o
Page 245 and 246:
On December 16, 2011 Telecom Italia
Page 247 and 248:
In a judgement on November 2, 2011,
Page 249 and 250:
Greece -DELAN During 2009, the comp
Page 251 and 252:
c) Commitments and guarantees Guara
Page 253 and 254:
Note 27 - Acquisition of goods and
Page 255 and 256:
Note 29 - Other operating expenses
Page 257 and 258:
Note 32 - Gains (losses) on disposa
Page 259 and 260:
Note 34 - Other income (expenses) f
Page 261 and 262:
Finance expenses Finance expenses d
Page 263 and 264:
Note 36 - Profit (loss) for the yea
Page 265 and 266:
Future potential changes in share c
Page 267 and 268:
Note 38 - Segment reporting a) Repo
Page 269 and 270:
Headcount by Operating Segment (num
Page 271 and 272:
The effects on the individual line
Page 273 and 274:
Transactions with associates and jo
Page 275 and 276:
Transactions with companies control
Page 277 and 278:
Transactions with other related par
Page 279 and 280:
(millions of euros) 12/31/2011 12/3
Page 281 and 282:
In the 2011, the contributions paid
Page 283 and 284:
Description of other Telecom Italia
Page 285 and 286:
Calculation of fair value measureme
Page 287 and 288:
Note 41 - Significant non-recurring
Page 289 and 290:
Note 42 - Positions or transactions
Page 291 and 292:
c) Operating leases Revenue related
Page 293 and 294:
Note 44 - Events subsequent to Dece
Page 295 and 296:
Name Head office Currency Share cap
Page 297 and 298:
Name Head office Currency Share cap
Page 299 and 300:
Certification of the Consolidated F
Page 301 and 302:
Consolidated Financial Statements T
Page 303 and 304:
Contents Telecom Italia S.p.A. Sepa
Page 305 and 306:
Statements of Financial Position As
Page 307 and 308:
Separate Income Statements (euros)
Page 309 and 310:
Statements of Changes in Equity Sta
Page 311 and 312:
Additional Cash Flow Information (t
Page 313 and 314:
Profit (loss) before tax from conti
Page 315 and 316:
• the capitalized costs can be me
Page 317 and 318:
Intangible and tangible assets with
Page 319 and 320:
Financial liabilities hedged by der
Page 321 and 322:
Starting from January 1, 2007, Ital
Page 323 and 324:
Finance income and expenses Finance
Page 325 and 326:
• IFRIC 19 (Extinguishing Financi
Page 327 and 328:
The cost of capital used for the es
Page 329 and 330:
Type of license The net carrying am
Page 331 and 332:
Note 5 - Tangible assets (owned and
Page 333 and 334:
12/31/2010 Accumulated impairment l
Page 335 and 336:
Note 6 - Investments Investments de
Page 337 and 338:
(thousands of euros) Carrying amoun
Page 339 and 340:
5,620 thousand euros for receivable
Page 341 and 342:
Note 8 - Miscellaneous receivables
Page 343 and 344:
The temporary differences which mak
Page 345 and 346:
Note 10 - Inventories Inventories a
Page 347 and 348:
Trade receivables amount to 4,162,0
Page 349 and 350:
Note 12 - Equity Equity is composed
Page 351 and 352:
Share capital carries a restriction
Page 353 and 354:
The following statement provides ad
Page 355 and 356:
With regard to additional capital i
Page 357 and 358:
Note 13 - Financial liabilities (no
Page 359 and 360:
The main components of financial li
Page 361 and 362:
elating to items classified as curr
Page 363 and 364:
• the loan contract signed by Tel
Page 365 and 366:
Note 14 - Net financial debt As req
Page 367 and 368:
Total Financial liabilities (at the
Page 369 and 370:
Financial liabilities - Maturities
Page 371 and 372:
Currency of denomination Notional a
Page 373 and 374:
Carrying amount for each class of f
Page 375 and 376:
Fair value hierarchy level for each
Page 377 and 378:
Comparison between carrying amount
Page 379 and 380:
Gains and losses by IAS 39 category
Page 381 and 382:
Under IAS 19, employee severance in
Page 383 and 384:
Note 19 - Provisions Provisions dec
Page 385 and 386:
Note 21 - Trade and miscellaneous p
Page 387 and 388:
Note 22 - Contingent liabilities, o
Page 389 and 390:
outcome is considered probable. As
Page 391 and 392:
Federazione Anti Pirateria Audiovis
Page 393 and 394:
offers, contractual profile changes
Page 395 and 396:
Note 23 - Revenues Revenues decreas
Page 397 and 398:
Note 26 - Employee benefits expense
Page 399 and 400:
Note 30 - Depreciation and amortiza
Page 401 and 402:
Note 34 - Finance income and Financ
Page 403 and 404:
Note 35 - Related party transaction
Page 405 and 406:
STATEMENT OF FINANCIAL POSITION LIN
Page 407 and 408:
Transactions with subsidiaries The
Page 409 and 410:
Total income (expenses) from invest
Page 411 and 412:
(thousands of euros) 12/31/2011 12/
Page 413 and 414:
STATEMENT OF CASH FLOWS LINE ITEMS
Page 415 and 416:
Page 417 and 418:
Page 419 and 420:
Page 421 and 422:
Remuneration to key managers In 201
Page 423 and 424:
The beneficiaries were identified i
Page 425 and 426:
Parameters used to determine fair v
Page 427 and 428:
Note 37 - Significant non-recurring
Page 429 and 430:
Expense related Telecom Italia has
Page 431 and 432:
Note 41 - List of investments in su
Page 433 and 434:
Certification of the Separate Finan
Page 435 and 436:
Telecom Italia S.p.A. Separate Fina
Page 437 and 438:
Report of the Board of Statutory Au
Page 439 and 440:
The Board of Auditors has overseen
Page 441 and 442:
amendments Agreed procedures and de
Page 443 and 444:
PricewaterhouseCoopers S.p.A. commu
Page 445 and 446:
On 7 July 2011, after the alignment
Page 447 and 448:
met the Chairman of the Conselho Fi
Page 449 and 450:
Regarding the provisions of article
Page 451 and 452:
18. No significant facts that shoul
Page 453 and 454:
non-compliances imputable to the ex
Page 455 and 456:
corporate bodies, and in particular
Page 457 and 458:
amount equal to 2% of the par value
Page 459 and 460:
curricula vitae are attached) as Di
Page 461 and 462:
at least twenty-five days before th
Page 463 and 464:
Authorization to increase share cap
Page 465 and 466:
and this is confirmed in a report p
Page 467 and 468:
5.6 - For five years starting from
Page 469 and 470:
Proposed Resolution The Shareholder
Page 471 and 472:
9.8 - In appointing directors who f
Page 473 and 474:
only one slate. 17.10 - The Board o
Page 475 and 476:
17.17 - At the first renewal of the
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