Outlook for the Financial Year 2011 and financial targets 2011-2013 will be communicated separately.
The Group’s FY 2010 results and its financial targets for the three-year period 2011-2013 will be illustrated to the financial community during a conference call at 10:00 a.m. (Italian time) on 25 February 2011. Journalists may listen to the conference call, without asking questions, by calling: +39 06 33168. A slide presentation with audio streaming will be available at www.telecomitalia.com/2010results/ita. Those unable to connect live may follow the presentation until 4 March 2011 by calling: +39 06 334843 (access code 322791#). Please call +39 0633444551 or +39 06334844 if you experience any problems connecting. Documents relating to the conference call will be published on the company web site at the above address.
The financial results of Telecom Italia Group for FY 2010 and the previous year provided for comparison were drafted in accordance with the international accounting principles issued by the International Accounting Standards Board and approved by the European Union (“IFRS”).
In addition to the conventional financial performance indicators contemplated under IFRS, Telecom Italia Group uses certain alternative performance measures in order to give a clearer picture of the trend of operations and the company's financial position. These are: EBITDA; EBIT; organic difference in revenues, EBITDA and EBIT; Net Financial Debt and Adjusted Net Financial Debt. These terms are defined in the Appendix .
This press release contains forward-looking statements about the Group’s intentions, beliefs and current expectations with regard to its financial results and other aspects of operations and strategies. Readers should not place undue reliance on such forward-looking statements, as final results may differ significantly from those contained in the statements owing to a number of factors, the majority of which are beyond the Group’s control.
Finally we should point out that the auditing of the consolidated and separate financial statements of Telecom Italia at 31 December 2010 is still in progress.
The Telecom Italia Board of Directors, chaired by Gabriele Galateri di Genola, today examined and approved the Group’s Annual Report on Operations at 31 December 2010.
Franco Bernabè, CEO of Telecom Italia, said: “Telecom Italia underwent a great transformation during 2010, increasing its presence in – thus rebalancing the Group’s activities compared to domestic operations -, considerably improving its capital structure and completing a significant recovery in competitiveness.
Our continual ability to gain efficiency has enabled us to reach our profit targets for the year and stabilize the Group's EBITDA for the third year in a row despite the difficult Italian macroeconomic situation. Thanks to Group free cash flow generation exceeding €6 billion we achieved a consistent debt reduction exceeding the targets we had set ourselves for 2010.
Today, thanks to greater competitiveness in the domestic market and the larger presence in Latin America – further consolidated through a 2.1% increase in Telecom Argentina’s economic interest – Telecom Italia is a more solid Group, that can look to the future confidently.
In the light of the results and certain of the effectiveness of the activities implemented, the Board of Directors has decided to submit to the Shareholders a proposal to increase the total dividends by approximately €160 million with the distribution of 5.8 euro cents per ordinary share and 6.9 euro cents per savings share.”
TELECOM ITALIA GROUP RESULTS
On 13 October 2010 Sofora Group entered the consolidation area following the acquisition of an 8% stake in Sofora Telecomunicaciones S.A., the Telecom controlling holding company. The financial interest in Telecom is thus of 16.2%. The Sofora data are presented within Telecom Italia Group under the new BU known as "".
The results of the Business Unit are therefore consolidated from the last quarter of 2010.
In 2010 the following companies left the consolidation area:
- HanseNet Telekommunikation GmbH (a German broadband carrier) already posted under Discontinued Operations, which was sold on 16 February 2010;
- Elettra (included in the Domestic Business Unit – International Wholesale) sold on 30 September 2010;
- BBNed Group (included in Other Operations), sold on 5 October 2010.
The main changes during 2009 were as follows:
- the entry on 30 December 2009 of the Brazilian fixed network operator Intelig Telecomunicações Ltda, following the acquisition of 100% by TIM Participações, consolidated within the Business Unit;
- exclusion of Telecom Media News S.p.A. from the consolidation area from 1 May 2009, following the sale of a 60% stake in the company by Telecom Italia Media S.p.A.
FY 2010 revenues come to €27,571 million, an increase of 2.5% compared with €26,894 million in FY 2009 (+€677 million) due to the consolidation of the Argentina Business Unit in Q4 2010 (€798 million) as well as the real/euro forex effect of the Brazil Business Unit. In terms of organic variation, consolidated revenues fell by 3.8% (-€1,083 million).
In detail, the organic variation in revenues is calculated by:
- including in 2009 Intelig Telecomunicações Ltda (Brazil Business Unit) for €253 million and in Q4 2009 only, the Argentina Business Unit for €642 million;
- excluding the effect of exchange rate variations (+€902 million, resulting mainly from forex gains of the Brazil BU amounting to €890 million);
- excluding other non organic revenues for FY 2009 and FY 2010 for €17 million and €7 million respectively.
Revenues, broken down by business unit, are as follows:
While the Domestic Business Unit saw a significant reduction in capital expenditure (-€409 million;
-11.6%), benefitting also from the effects of the cost reduction & investment plans already begun in 2009, capex rose overall due to the consolidation of the Argentina Business Unit (+€188 million) and increased investments in the Brazil Business Unit due to variations in the real/euro exchange rate (+€180 million) and higher expenditure on network development and the IT platform.
Operating free cash flow came to €6,213 million, down €85 million from 2009, and was affected by the cashout for the Sparkle case (€389 million out of a total €418 million: the remaining €29 million had an impact on non operating items such as financial interest).
Excluding this effect, operating free cash flow for the period (€6,602 million), increased by €304 million compared with 2009 (€6,298 million); Q4 operating free cash flow increased to €396 million compared with the corresponding period of 2009.
Adjusted net financial position (excluding the purely accounting and non-monetary effects of the valuation at fair value of derivatives and related financial assets/liabilities) is €31,468 million, down €2,481 million with respect to 31 December 2009 (€33,949 million). In Q4 2010 adjusted net financial position fell by €1,517 million.
This improvement was achieved thanks to sales of shareholdings and rigorous financial controls which effectively neutralized also the tax payment of €1.4 billion, tha cashout for €1.1 billion in dividends, as well as the mentioned payment of total €418 million to the “Agenzia delle Entrate”/ Italian Tax Authority.
Reported net financial position stood at €32,087 million, down €2,660 million from 31 December 2009 (€34,747 million).
The liquidity margin at 31 December 2010 stood at €6.8 billion. During FY 2010 a new bond was issued on the European market for €1.25 billion and debt repayments and buy-backs for around €5.8 billion were made. A further €7.8 billion was added to liquidity through long term non-revocable credit lines (of which €6.5 billion maturing in 2014 and a credit facility of €1.25 billion signed in February 2010 and maturing in 2013), with no limits on their utilization. In the current climate of uncertainty in the financial markets Telecom Italia Group maintains a high level of financial flexibility, while optimizing the average cost of borrowing.
At 31 December 2010 the Group’s headcount stood at 84,200, of whom 58,045 in Italy.
BUSINESS UNIT RESULTS
Figures for Telecom Italia Group included in this press release refer to the following business units:
Domestic Business Unit: includes domestic fixed-line and mobile-line voice and data services provided to end users (retail) and other carriers (wholesale), Telecom Italia Sparkle Group business (International Wholesale) as well as associated support operations;
Brazil Business Unit: refers to telecommunications operations in Brazil;
Argentina Business Unit: comprises fixed-line (Telecom Argentina) and mobile (Telecom Personal) telecommunications in Argentina, and mobile services (Nucleus) in Paraguay;
Media Business Unit: includes TV network-related activities and operations;
Olivetti Business Unit: focuses on the development and manufacturing of digital printing systems and office products and IT services;
Other Operations: includes financial firms and other smaller operations not strictly related to Telecom Italia Group's core business.
Following the sale in February 2010 of HanseNet, formerly classified among Discontinued Operations, the European BroadBand Business Unit is no longer included. Other companies originally belonging to that BU were moved under Other Operations until their sale in October 2010.
From 1 January 2010 the companies and HR Services, previously consolidated under Other Operations, were included in the Domestic BU perimeter.
In order to allow for a consistent comparison segment reporting for comparable periods has been restated accordingly.
FY 2010 figures for Telecom Italia Media and events subsequent to 31 December 2010 can be found in the press release issued on 23 February 2011 following the board meeting that approved them.
Revenues amounted to €20,068 million, down 7.4% (-€1,595 million) compared with 2009. The organic change was -7.4%.
Core Domestic Revenues
Core Domestic revenues stood at €19,065 million, down 7.4% (-€1,515 million) from FY 2009. The organic change was -7.4%.
The following highlights the performance of individual market segments as compared with 2009:
Consumer: revenues in this segment fell by €1,260 million (-11.5%), of which €1,003 million (-9.5%) from services and €257 million from product sales. This was almost entirely attributable to a fall in revenues from voice services, in particular fixed-line telephony (-€394 million, of which -€212 million from traffic and -€123 million from access revenues) and outgoing mobile calls (-€486 million). Due to the fierce competition that continues to dominate the segment, new commercial policies have been introduced – already from year-end 2009 - designed to reposition the offering more competitively with simplier and cheaper tariff plans. Thanks to these actions the contraction in the customer base was substantially halted in 2010, leaving room for an improvement in trend over the coming months.
A further driver of revenues decrease was the reduction in mobile termination rates (-€168 million, of which -€111 million resulting from the reduction in tariffs) and in messaging (-€84 million, affected by the same dynamics as indicated above). Meanwhile Internet services have trended positively compared with the 2009 thanks to the continued growth of BroadBand services both fixed-line (+€80 million from ADSL access) and mobile (+€47 million);
Business: revenues in this segment slipped to €221 million (-5.9%) confirming the trend towards a gradual recovery already seen in earlier quarters and a significant improvement on the contraction of the previous year (-9.6%). This improvement - more marked in the fixed-line business than in mobile - can be attributed to the marketing strategy launched in the second half of 2009, in particular the Impresa Semplice offer, aimed at containing the erosion of both the fixed and mobile customer base and the acquisition of higher quality new customers. In the fixed-line segment the fall in voice subscribers for the year was around 106,000, less steep than 2009 (around -235,000), of which around 27,000 in Q4. BroadBand subscribers rose in the year by 67,000 (+38,000 in 2009), of which around 12,000 in Q4. The annual increase for the mobile segment was of 294,000 lines, of which 73,000 in Q4;
Top: the segment showed a fall in revenues of €177 million (-4.8%) and a gradual recovery compared with previous quarters thanks in particular to sustained product sales throughout the last quarter. Fixed-line revenues fell by 7.8% due to weakness in the voice and data segments which are more sensitive to the overall macroeconomic climate and growing price pressures. The ICT segment on the other hand shows greater resilience, thanks to personalized offerings tailored to customers' needs. Mobile revenues continue to grow (+7.8%), driven by the continual expansion of the customer base and growth of VAS (around +16.4%);
National Wholesale: the increase in revenues (+€80 million, +4.0%) was driven by growth in OLOs’ (Other Licensed Operators) customer base connected by Local Loop Unbundling, Wholesale Line Rental and Bitstream services.
International Wholesale Revenues
In 2010 the International Wholesale segment (Telecom Italia Sparkle Group) posted revenues of €1,569 million, down €141 million from the same period of 2009 (-8.2%). This decline was almost entirely attributable to voice services (-€132 million), affected by sharp pricing pressures owing to the competition of the market and by rationalization measures based on a more selective customer portfolio strategy. IP&Data revenues were largely in line with the previous year, while Multinational Client Services showed slight growth. The company Elettra was sold on 30 September 2010 and therefore contributed to International Wholesale revenues only for the first nine months of 2010 and not the entire financial year as in 2009 (the contribution to the Group in Q4 2009 was €9 million).
Besides the breakdown by market segment given above, the following revenue figures are distinguished by technology (fixed-line/mobile).
Fixed-Line Telecommunications Revenues
Revenues amounted to €14,116 million, down €623 million on the previous year (-4.2%). The organic change in revenues was negative by €635 million (-4.3%). This was mainly due to decrease in voice services revenues, only partly offset by Internet growth.
At the end of 2010 retail accesses stood at 15.4 million; it is worth noting that the reduction in lines in Q4 2010 (-233,000) has been contained compared with the corresponding period of 2009 (-260,000). The total reduction in lines for FY 2010 was 746,000, down from 2009 (-1,255,000).
The wholesale customer portfolio grew to approx. 6.8 million accesses (+613,000 compared with 31 December 2009).
The total BroadBand portfolio at 31 December 2010 amounted to around 9.1 million accesses (+317,000 compared to 31 December 2009) of which around 1.9 million wholesale.
Revenues from the Retail Voice business amounted to €6,133 million, down €671 million (-9.9%) from 2009.
Revenues from this business - in all market segments - suffered a physiological reduction in the customer base, slowing steadily thanks in part to the new “Voce senza limiti” offers in the Consumer segment. This in addition to the fixed-to-mobile substitution and the reduction in regulated fixed-to-mobile termination rates. However, the contraction of revenues in the retail segment (-€229 million) was partially offset in the domestic business segment by the strong performance of National Wholesale services (+€95 million in Regulated Intermediate Services such as Local Loop Unbundling and Wholesale Line Rental).
Revenues for the Internet segment amounted to €1,751 million, up €44 million compared with 2009 (+2.6%), thanks to growth in Broadband where the total number of domestic retail subscribers has reached 7.2 million, 175,000 more than 2009. Flat-rate customers have reached 86% of all retail broadband clients (83% at end of 2009) partly thanks to the introduction of the new “Internet senza limiti” and “Tutto senza limiti” offers aimed at the Consumer segment.
Revenues from the Business Data segment came to €1,655 million, down €75 million (-4.3%) from 2009, reflecting the current negative economic climate as well as the contraction in prices of traditional leased line and data transmission businesses. In the ICT segment revenues slipped to €13 million (-1.6%) owing to decrease both in product sales (-€6 million), linked to a strategy of focusing on higher margins, and in services (-€7 million).
At the end of 2010 the customer portfolio of Telecom Italia’s Wholesale division consisted of approx. 6.8 million accesses for voice services and around 1.9 million accesses for Broadband services. Overall, revenues from domestic Wholesale services amounted to €3,053 million, up €165 million compared to the same period of 2009 (+5.7%). The revenues trend is driven by growth in the alternative operator customer base, which is served by a variety of access types. Total Wholesale segment revenues at year-end 2010 were €4,171 million. Revenues from third parties for the Wholesale international division were €1,118 million.
Mobile Telecommunications Revenues
2010 Telecommunications revenues amounted to €7,692 million, down 905 million from 2009
(-10.5%). Service revenue decrease by 8.4% and handset revenues by 46.9%. Nevertheless following the initiatives introduced mainly in the Consumer segment – remodelling of the most aggressive offers, push of the bundle offers and CRM more selective migration measures – led to improvement in the dynamic of service revenues in Q4 2010 (-8.9%).
At 31 December 2010 Telecom Italia provided around 31.0 million mobile lines, 162,000 more than at 31 December 2009, following several years of decline.
Revenues amounted to €4,033 million, down €550 million (-12.0%) from 2009. The new commercial strategy introduced in Q4 2009 intended to make tariffs more competitive and stimulate in particular traffic within the TIM client community, have only partially benefited from an upturn in volumes compared with the sharply lower prices.
It is worth noting that compared with the first nine months of 2010, where we saw revenues slide by
-12.5% and traffic growth +6.7%, Q4 saw an improvement in the trend with revenues contracting by
-10.2% and traffic growth of +20.1%.
Revenues stood at €1,358 million, down €152 million (-10.1%) from 31 December 2009, mainly due to the lower mobile termination rates (-€142 million in the retail segment).
Value added services (VAS)
Revenues came to €2,045 million, up 1.1% on FY 2009. This growth was mainly due to interactive VAS (+8.4%), thanks primarily to revenues from Browsing (+13.2%). VAS revenues now account for 27.5% of total revenues from services, compared with 25% over the previous two years.
Revenues amounted to €256 million, down €226 million (-46.9%) from 2009. Following a strategy of rationalization of the product portfolio aimed at recovering profits in the more competitive "free" market for mobile handsets that dominated the first eleven months of 2010, in December an inversion of trend was seen, largely thanks to the new Internet offerings that have brought higher sales of latest generation devices (smartphones and tablets).
- EBITDA for the Domestic Business Unit amounted to €9,393 million, down €490 million from 2009 (-5.0%). The EBITDA margin was 46.8%, up 1.2 percentage points from 2009. The contraction in revenues is partly compensated by selective control of marketing expenses and strict containment of fixed costs.
- Organic EBITDA came to €9,774 million. The organic change was negative by €290 million
(-2.9%), with the EBITDA margin standing at 48.7% of revenues, 2.3 percentage points higher than 2009.
- EBIT amounted to €5,162 million, down €231 million (-4.3%) from 2009, with the EBIT margin standing at 25.7% (compared to 24.9% for 2009). EBIT, compared with EBITDA above, benefitted from a €206 million reduction in amortisations, explained by the smaller amortisable amounts due to lower levels of investment over recent years. The organic change in EBIT was negative by €87 million (-1.6% from 2009).
- Capex amounted to €3,106 million, down €409 million from 2009. The capex margin was 15.5% (compared to 16.2% in 2009). The decline is mainly ascribable to the impact of the acquisition in 2009 of a portion of the IPSE frequencies (€89 million) and to investment optimization and rationalization plans, in particular for Web Platforms, Service Platforms, IT and Service Creation. Another factor was the more selective mobile handset strategy focusing on high value customers.
- The headcount stands at 56,530 employees.
BRAZIL (average real/euro exchange rate 2.33215)
Revenues for FY 2010 amounted to 14,457 million reais, up 1,296 million reais (+9.8%) from FY 2009, 5.1% organic growth. In particular, service revenues in 2010 came to 13,571 million reais, up from 12,234 million reais in the previous year (+10.9%).
ARPU (Average Revenue Per User) stood at 23.7 reais in December 2010 compared with 26.6 reais in December 2009. The total number of lines at 31 December 2010 was 51.0 million, 24.1% higher than on 31 December 2009, representing a 25.1% market share.
EBITDA amounted to 4,201 million reais, up 725 million reais from FY 2009 (+20.9%); the EBITDA margin was 29.1%, 2.7 percentage points higher than 2009. This result was achieved thanks to higher profit margins due to the expansion of “on net” traffic and the increase in revenues from advanced services, a sales strategy based on lower handset subsidies, and overall efficiency gains in cost areas not directly correlated to business growth. Compared to FY 2009, the organic change in EBITDA amounted to +599 million reais (+16.6%), with the EBITDA margin standing at 29.1% (26.2% in 2009).
EBIT amounted to 1,597 million reais, an improvement of 1,017 million on FY 2009. This result is due to the higher contribution of EBITDA compared with FY 2009 and lower amortisations by 285 million reais. Compared with FY 2009, the organic change in EBIT was positive by 985 million reais, with EBIT margin standing at 11.0% (4.5% in 2009).
Capex in 2010 amounted to 2,836 million reais, an increase of 165 million with respect to 2009, mainly due to higher network and IT platform investments.
The headcount at 31 December 2010 stood at 10,114 employees.
ARGENTINA (average pesos/euro exchange rate 5.18735): the main results of the BU following its entry into the Telecom Italia Group consolidation area (13 October 2010)
The Argentina Business Unit (Sofora – Telecom Argentina Group) includes fixed-line (Telecom ) and mobile (Telecom Personal) telecommunications in , and mobile (Nucleo) in Paraguay. Fixed lines in service (4.1 million at year-end 2010) increased around 1% largely thanks to the launch of Internet services bundle offer. Despite the freezing of tariffs imposed by the Economic Emergency Law of 2002, ARBU (Average Revenue Billed per User) has grown by around 5% compared with the previous year.
Telecom 's overall broadband client portfolio at year-end 2010 numbered 1,380,000 accesses, 166,000 more than December 2009 with growth of around 14%.
In the Personal client base grew by 1.9 million units in 2010 to reach a total 16.3 million customers. Thanks to the acquisition of high value customers and clear leadership in the Smartphone segment, ARPU grew by around 9% on annual basis to reach 44 pesos (41 pesos in 2009). In the Nucleo client base grew around 4% on the previous year to reach 1.9 million customers by year-end 2010.
Revenues stood at 4,142 million pesos, up 24.3% compared with the same period in the previous year (3,333 million pesos) thanks to the growth in the average client base of the period both in Broadband and Mobile, and to the increased ARPU (for the Mobile, due to the higher weight of VAS components and Mobile Internet).
EBITDA reached 1,269 million pesos, up 16.2% on the same period in 2009 (1,092 million pesos). EBITDA margin reached 30.6%, down from 2009 (32.8%).
Capex at 975 million pesos were up 24.0% compared with the same period in 2009 (786 million pesos) and are mainly due to strengthening of the infrastructures for fixed and mobile (especially 3G) lines.
The headcount at 31 December 2010 stood at 15,650 employees.
In 2010 Telecom Argentina S.A., listed both in Argentina and in the United States, began to distribute dividends to its shareholders again after a gap of nine years. Despite this outlay and higher capital expenditure compared with the previous year, the Argentina BU, recording a financial position of 697 million pesos at year-end 2009, improved its Net Financial Position from to net cash of €458 million pesos at year-end 2010.
2010 revenues were €391 million, up €41 million compared to 2009 (+11.7%). The growth was seen in all distribution channels, thanks to the positive effects of the renewed offering following the company's strategic repositioning in the IT market. A particularly important contribution came from sales of new product lines (Data Cards, Netbooks and Notebooks) through the Telecom Italia and Olivetti channels.
EBITDA was a negative €19 million, €5 million lower than 2009 due to charges for mobility procedures under law 223/91 and other expenses linked to retirement incentives at the foreign affiliates.
EBIT was a negative €24 million, down €5 million compared to 2009.
Capex in 2010 came to €5 million, an increase of €1 million compared with FY 2009.
The headcount at 31 December 2010 stood at 1,090 employees (1,001 in and 89 overseas).
TELECOM ITALIA S.p.A. RESULTS
Revenues amounted to €18,985 million, down €1,489 million (-7.3%) from FY 2009. The organic variation in revenues is -7.3%.
This is due to the physiological decline in revenues from traditional business in the Consumer (-11.6%) and Business segments (-5.9%) and in the Top segment (-4.8%). Revenues were positive, however, for innovative services such as Broadband (fixed-line and mobile) in both the Consumer and Business segments, while the Top segment reported strong growth in the above all thanks to the increase in VAS (+16.4%). The National Wholesale segment recorded an increase in revenues of 4.0% driven by growth in OLO (Other Licensed Operators) Local Loop Unbundling, Wholesale Line Rental and Bitstream customers.
EBITDA amounted to €9,089 million, down €419 million (-4.4%) from 2009. The organic change in EBIT was a negative 2.4% (-€232 million). The EBITDA margin came to 47.9% (46.4% in 2009); in organic terms the EBIT margin stood at 49.8% of revenues (47.3% in 2009).
EBIT amounted to €4,969 million, down €192 million from 2009 (-3.7%). The organic change in EBIT was
-0.8% (-€44 million). The EBIT margin was 26.2% (compared to 25.2% in 2009); in organic terms the EBIT margin stood at 28.1% of revenues (26.3% in 2009).
The net profit of Telecom Italia S.p.A. was €3,513 million, up €2,114 million from 2009 (€1,399 million), mainly thanks to higher dividends from participations.
The headcount at 31 December 2010 stood at 49,636 employees.
EVENTS SUBSEQUENT TO 31 DECEMBER 2010
Purchase of Preferidas B shares of Nortel (controlled by Sofora)
On 24 January 2011 Telecom Italia Group, through its subsidiary Telecom Italia International N.V., completed the purchase from Fintech Investment Ltd of 2,351,752 Nortel American Depositary Shares (ADS) representing Preferidas B shares, for the sum of US$ 65,849,056.00. Nortel is the controlling holding of Telecom Argentina, and is in turn controlled by Sofora.
The ADSs in question represent 117,587.6 Preferidas B shares, corresponding to 8% of all Preferidas B shares (without voting rights); based on the Preferidas B shares' rights to Nortel's profits and Nortel's stake in Telecom Argentina, they represent an economic interest of 2.1% in Telecom Argentina.
The local partner Werthein has an option to purchase in proportion to its stake in Sofora – 42% as we know – thanks to a 90-day option granted by Telecom Italia Group at the same terms and conditions as the purchase itself.
Sale of the entire stake in EtecSA (Cuba)
On 31 January 2011 Telecom Italia International N.V. (a member of to Telecom Italia Group) completed the sale of its entire 27% stake in the Cuban operator EtecSA to the Cuban financial company Rafin S.A.
The deal foresees that Telecom Italia Group shall receive a total US$706 million, of which US$500 million (or €365 million) have already been paid by the purchaser (with the formal authorization of the Cuban government), while the remainder will be paid by EtecSA in 36 monthly instalments. The lending is covered by a specific guarantee.
From an economic standpoint the deal will have a positive impact on the 2011 separate consolidated income statement for around €15 million, on top of the benefits resulting from a reversal of impairment of €30 million posted in 2010.
Bond repayments and buy-backs
Between 7 January 2011 and 16 February 2011 Telecom Italia Finance performed a partial repurchase of €50 million of its “Telecom Italia Finance 7.5% April 2011” bond and €187 million of its “Telecom Italia Finance 7.25% April 2012” bond. You are reminded that buy-backs on the bond “Telecom Italia Finance 7.5% April 2011” were already made in 2009 and 2010 for a total €116 million.
On 25 January 2011 Telecom Italia S.p.A. issued a €1 billion bond (offered to institutional investors), with annual coupon of 5.125% and expiring on 25 January 2016. The bond issued at a price of 99.686% has an effective yield at maturity of 5.198%. The issue forms part of the process of refinancing maturing debt.
FULL YEAR RESULTS APPROVAL
Director Luigi Zingales approved the full year results, but “voted against” the impairment test process. He declared that he would have preferred the company to take the opportunity to perform a depreciation of goodwill.
SHAREHOLDERS’ MEETING CALLED
The Board of Directors has convened the Shareholders’ Meeting for the following days:
- April 9, first call - in ordinary and extraordinary session;
- April 11, second call - in extraordinary session;
- April 12, second call - in ordinary session and third call - in extraordinary session,
The Meeting is expected to take place on 12 April 2011 at the Rozzano (Milan) venue in Viale Toscana, 3.
The Ordinary Shareholders’ Meeting will be called to approve the FY 2010 financial statements and the distribution of a dividend estimated on the basis of 5.8 euro cents per ordinary share and 6.9 euro cents per saving share. The dividend shall be paid out from April 21, 2011, ex-coupon on April 18, 2011.
Appointment of the Board of Directors
The Ordinary Shareholders' Meeting will also be called to reappoint the Board of Directors whose mandate expires with the approval of the FY 2010 financial statements. The outgoing Board of Directors makes no proposal but invites the shareholders to present lists and to set the number of directors, the term of office and recompense.
Review of auditors' economic terms and conditions
The shareholders’ will also be invited to review the economic terms and conditions of the independent auditors following changes to the consolidation area of Telecom Italia Group. Based on the informed opinion of the Statutory Auditors, the Shareholders’ Meeting will be invited to raise the total annual recompense paid to PricewaterhouseCoopers S.P.A., for each of the years 2011-2018 from €1,811,300 to €1,891,900 (excl. VAT and expenses).
Authorization for share buyback
The meeting of shareholders will also be asked to authorize the purchase of Telecom Italia savings shares, within the limits of the law, and for a total value of not more than €800 million. The aim of the proposal is to give the Board of Directors the possibility to intervene on the Company’s shares in relation to contingent market environment, thus favouring liquidity and the regular proceeding of exchange, as well as to investment needs, always in respect of the current legislation and of admitted market procedures, with ability to subsequent sales.
The eventual implementation of a buyback would take place in respect of the targeted net financial position reduction.
If approved, the proposal would not entail any mandatory buyback.
Long Term Incentives Plan 2011
The Shareholders’ Meeting will be asked to approve an incentives and retention plan known as the “Long Term Incentives Plan 2011”, reserved for selected executives, top management and to the Board of Directors being appointed. The plan foresees various bonuses for the different categories of recipient, linked to the fixed component of annual salary and subject to the achievement of predetermined performance targets over the period 2011-2013. Special powers to increase the share capital will be proposed for the Plan, including the use of own shares, purchased as above or already held by the Company.
Changes to the Shareholders’ Meeting Regulations
The Meeting will be asked to approve a number of changes to the Shareholders’ Meeting Regulations in compliance with the new regulatory environment, determined essentially by the adoption in Italian Law of the so called Shareholders’ Rights Directive.
Amendments to the Bylaws
In extraordinary session the shareholders will be asked to approve amendments to the company bylaws, essentially to bring them into line with the so called Shareholders’ Rights Directive.
In particular the proposed amendments allow the Board of Directors to (i) call a Shareholders' Meeting in a single convocation and (ii) call a Shareholders' Meeting to discuss the financial statements within 180 days after closure of the financial year; (iii) permit voting prior to the Meeting by electronics means and (iv) to appoint for each Meeting one or more representatives to whom the shareholders may confer a mandate.
Moreover, the Ordinary Shareholders’ Meeting will be authorized of related party transactions of greater importance, where the independent directors oppose them (in line with the Procedure covering related party transactions adopted earlier by the Board on 4 November 2010).
Powers to increase capital for the long term incentives plan
The Shareholders' Meeting will finally be called to grant the Board of Directors powers to increase the share capital to a maximum total amount of €15,500,000 for the purposes of the “Long Term Incentive Plan 2011” in part on payment and in part free of charge, through the allocation of profits.
Shareholders who do not approve all the changes proposed in extraordinary session do not have a right of withdrawal.
CORPORATE GOVERNANCE ISSUES
The Board of Directors has ascertained that it fully meets the requisites for the composition of the board and the criteria of independence in the persons of Paolo Baratta, Roland Berger, Elio Cosimo Catania, Jean Paul Fitoussi and Luigi Zingales.
You are informed that a specific note has been included in the report on corporate governance and assets regarding the Project Greenfield internal review, whose content has been communicated to Consob.
The Manager designate for the preparation of accounting and corporate documents, Andrea Mangoni, hereby declares, pursuant to paragraph 2, Art.154-bis of Italy’s Financial Law, that the accounting information contained herein corresponds to the company’s documentation, accounting books and records.
Milan, 24 February 2011
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