Dear Shareholders,
Last year, in addressing you, we were only able to make promises, presenting you with ambitious
goals in light of the context and our starting point, goals which we believed were achievable through
hard work, dedication and a focus on the fundamentals. Today we are able to present and show to
you something more tangible, which testifies to the steps taken in the direction of operational and
industrial reorganization and a strengthening of our Group. However, the process of gradually
improving the Group's economic and operating results has only just begun and we still have a long
way to go.
In order to better understand the importance of what has been done and the results achieved this
year, it is worth starting with the evolution of the macroeconomic context that our Group has had
to deal with over the past 12 months.
The outbreak of war in Ukraine, rising energy prices, a very high level of inflation and the consequent
sharp rise in the cost of borrowing have contributed to a climate of uncertainty and a sharp drop in
the expectations of households and businesses. Despite this scenario and a very difficult overall
picture for the entire telecommunications sector, characterized by a now unsustainable price war
and by competition that has become even tougher, due also to the entry of new major players in
fixed network services, the TIM Group has managed to keep faith with its commitments by achieving
all the guidance targets we set ourselves 12 months ago, something that has occurred only four
times in the last 11 years.
Thanks to the ever-increasing contribution of TIM Brasil, in which the Group has believed and
invested over the years, Group-wide revenues have returned to seeing growth, which has not been
the case since 2017. The decline in EBITDA has been significantly scaled back quarter after quarter;
the last three months of the year saw an increase of 2.7%. The planned cost reduction target of 300
million euros for 2022 was also achieved and indeed exceeded. On the other hand, network
infrastructure development accelerated, with total investment levels of 3 billion euros for the
domestic market and 4 billion euros across the Group.
At the beginning of 2023 we placed a 850 million euro bond that was received with great interest
and participation by the market, providing further tangible confirmation of how investors'
expectations of our Group, our credibility and solidity are gradually improving.
On the residential customer services front, we pursued a repositioning strategy focused on
increasing the value of our offer, focusing on quality, on the performance of our services and on an
overall improvement of the "customer experience", abandoning a downward battle that did not
benefit either TIM or the sector as a whole. Satisfied customers to whom the ability to listen and
responsiveness is demonstrated are also customers who are willing to pay a few euros more in
exchange for reliable and quality services.
As far as business services are concerned, TIM Enterprise is our flagship, growing twice as fast as its
market and having one unique feature: a portfolio of connectivity, advanced services such as cloud,
IoT and cybersecurity, professional services and the largest sales network in the country.
In fact, it is no coincidence that cloud computing services have grown by over 50% compared to last
year. The model sees cloud computing and the data center, the IoT and cybersecurity services as
combined works in terms of synergy that represent the “one-stop-shop” to which medium-sized
and large enterprises, as well as public administrations, can turn, drawing from an extremely
adaptable and versatile "à la carte" menu. It is also important to remember that the growth trends
of the business and public administration sector can only be further strengthened by the greater
use and familiarity that citizens will gradually develop with digital services thanks to the important
impetus that will be provided by the National Strategic Pole (Polo Strategico Nazionale, PSN), i.e.
the national cloud project of national and local public administrations that we have been awarded
together with Cassa Depositi e Prestiti, Leonardo and Sogei.
The infrastructure sector also regained momentum thanks to the acceleration in the number of
residential units covered by FTTH technology, which by the end of the year had reached one third
of the country. Today there are 16 million broadband customers using our network, and three
quarters of them use ultra-broadband connections.
However, the excellent results achieved from an operational point of view are not enough on their
own unless they are sustainable from an economic point of view. And it is for this reason that,
alongside the fulfillment of the network coverage and the achievement of development targets, we
have also rebalanced the underlying economic model by submitting the recognition of an
"automatic" price inflation adjustment mechanism for our co-investment offer to the relevant
authorities, with the aim of also ensuring a fair return on invested capital.
In a context of a general increase in the supply costs of input factors and energy goods, it is hard to
imagine that prices will remain unchanged. In the absence of an upward revision of the economic
conditions for network services commensurate with the size of the increases in input factors, we
would have "below-cost" prices that would undermine the sustainability of the entire system. For
this reason, we opted for the introduction of an automatic review mechanism, i.e. for the
establishment of a principle that lasts over time and should therefore also apply to future years
without constantly being called into question.
More generally, future price developments, in addition to the increase in input costs, will necessarily
and inevitably also have to take into account (explicitly) the investments incurred for greater
network capillarity, performance upgrades, and the expansion of transmission capacity necessary
to cope with the ever-increasing volumes of traffic with which we are confronted on a daily basis.
In TIM Brasil, revenues grew by 19% while EBITDA recorded a growth of over 16%. Following the
completion of the transaction with Oi, partly as a result of the necessary clean-up and verification
of the lines that were migrated to TIM Brasil's network, the number of actual customers for mobile
network services still increased by more than ten million, registering an overall reduction in average
unit revenues that was nonetheless only limited (-4.1%). The number of customers and average unit
revenues from fixed network services continued to grow by 4.6% and 5.5% respectively.
After Lease net debt at the Group level stood at 20 billion euros. The increase of 2.4 billion euros
compared to the end of 2021 is attributable to extraordinary cash outflows related to the payment
of 5G licenses, the acquisition of Oi's assets and the payment of sums related to the agreement with
DAZN, which were only partially offset by the sale of the stake in Daphne 3.
The economic results are part of a major shift in approach toward greater sustainability. In fact, the
actions implemented have been geared towards achieving better energy efficiency, greater use of
renewable sources (46% of the total), reuse and recycling of materials and, more generally, the
implementation of policies aimed at reducing carbon dioxide emissions and greater "circularity" of
our products, services and assets. At the same time, the Group deployed an unprecedented training
effort, reaching a grand total of more than 2.1 million hours of training provided, necessary to
enable a profound renewal of the skills of a workforce which, at the domestic level, has an average
age of 51. On the gender equality front, in 2022 we reached 43% of women on the Group's boards
of directors and 28.4% of women in managerial positions. On this front, all measurable progress is
also perfectly in line with the goals set, which have either been reaffirmed or improved.
Despite a solid and reassuring situation from a financial point of view, further strengthened by the
positive outcome of the recent 850 million euro bond issue, it cannot be denied that, for us, the
high level of debt represents a constraint that limits our growth potential, for instance in terms of
non-organic operations or more generally in terms of strategic developments that require
significant amounts of capital to be invested.
For this reason, it was also necessary and appropriate to proceed with operations that were of an
extraordinary nature and that would have a significant effect on the level of debt. And there’s more.
The strategic reorganization plan presented on 7 July provides for overcoming the current vertical
and horizontal integration that has always characterized our Group (delayering) to move towards
the establishment of four independent and self-sufficient entities (TIM Consumer, TIM Enterprise,
NetCo and TIM Brasil). We have explained the reasons that drive us to continue in this direction,
and these reasons have not changed.
Moreover, the separation of the Group into four separate entities is already a reality in terms of
presenting results and increasingly so in terms of organization and internal management. Also in
this respect, our roadmap and reorganization effort continued unabated, and on 1 March this year
we created the new organizational structure for the TIM Enterprise division.
The mere fact of "having turned a specific spotlight" on individual activities by starting to consider,
evaluate and monitor their progress and possible developments from a stand-alone perspective, is
already bringing concrete and tangible benefits through bringing out the "hidden" potential and
added value of individual entities. Even before the delayering process gets underway, the mere
prospect of a potential future separation has already begun to generate more clarity and focus not
only for management but also for investors, potential industrial partners and institutional
stakeholders.
We are once again rewriting the history of the electronic communications sector in Italy and Europe
and we are aware of the responsibilities that this entails. However, we are equally aware that in the
absence of strategic decisions, even radical ones, it will be difficult for our sector to recover and
shake off the apathy and resignation to a reduced centrality in the development of the digital sector
from which it seems to be irreversibly afflicted.
Today, we are not yet in a position to speak of "mission accomplished"; in fact, we are only at the
beginning of a journey that still promises to be long and arduous. However, we can assure you that
we will do our utmost to build a solid future that safeguards our ability to compete, innovate and
produce value.
CONTENTS
REPORT ON OPERATIONS ...................................................
TIM Group ..........................................................................................................
Key Operating and Financial Data - TIM Group ...................................................................................
Financial and Operating Highlights of the Business Units of the TIM Group ...................................
Main Commercial Developments ..........................................................................................................
Main changes in the regulatory framework .........................................................................................
Competition ..............................................................................................................................................
Consolidated Financial Position and Cash Flows Performance .........................................................
Consolidated Data – Tables of detail ....................................................................................................
After Lease indicators .............................................................................................................................
Sustainability aspects .....................................................................................................................................
Research and Development ...................................................................................................................
Consolidated Non-Financial Statement ...............................................................................................
Events subsequent to December 31, 2022 ...........................................................................................
Business Outlook for the year 2023 .......................................................................................................
Main risks and uncertainties ...................................................................................................................
Information for Investors ........................................................................................................................
Related-party transactions .....................................................................................................................
Alternative Performance Measures .......................................................................................................
TIM S.p.A............................................................................................................
Review of Key Operating and Financial Data - TIM S.p.A. ..................................................................
Tables of detail – TIM S.p.A. ....................................................................................................................
After Lease Indicators - TIM S.p.A..........................................................................................................
Reconciliation of Consolidated Equity ...................................................................................................
Corporate Boards .....................................................................................................................................
Macro-Organization Chart ......................................................................................................................
5
6
7
23
31
36
53
56
63
70
71
74
83
84
84
85
94
95
96
98
99
116
122
123
124
126
TIM GROUP CONSOLIDATED FINANCIAL STATEMENTS 127
128
129
131
132
133
134
136
Contents ....................................................................................................................................................
Consolidated Statements of Financial Position ...................................................................................
Separate Consolidated Income Statement ..........................................................................................
Consolidated Statements of Comprehensive Income ........................................................................
Consolidated Statements of Changes in Equity ..................................................................................
Consolidated Statements of Cash Flows ..............................................................................................
Notes to the consolidated financial statements .................................................................................
Certification of the Consolidated Financial Statements pursuant to Article 81-ter of Consob
Regulation 11971 dated May 14, 1999, as amended ...........................................................................
Independent Auditors’ Report ................................................................................................................
258
259
TIM S.p.A. SEPARATE FINANCIAL STATEMENTS ............. 269
270
271
273
274
275
276
278
Contents ....................................................................................................................................................
Statements of Financial Position ...........................................................................................................
Separate Income Statements ................................................................................................................
Statements of Comprehensive Income ................................................................................................
Statements of Changes in Equity ..........................................................................................................
Statements of Cash Flows ......................................................................................................................
Notes to the Separate Financial Statements of TIM S.p.A. ................................................................
Certification of the Financial Statements for the year pursuant to Article 81-ter of Consob
Regulation 11971 dated May 14, 1999, as amended ...........................................................................
Independent Auditors’ Report ......................................................................................................................
401
402
OTHER INFORMATION ........................................................ 411
412
Report of the Board of Statutory Auditors ................................................................................................
Motions for resolutions............................................................................................................................
Glossary .....................................................................................................................................................
Useful information ...................................................................................................................................
This document has been translated into English for the convenience of the readers.
In the event of discrepancy, the Italian language version prevails
462
469
493
BOARD OF DIRECTORS
To date, the following make up the TIM S.p.A. Board of Directors:
Chairman
Chief Executive Officer and General Manager
Directors
Salvatore Rossi
Pietro Labriola
Paolo Boccardelli (independent)
Paola Bonomo (independent)
Paola Camagni (independent)
Maurizio Carli (independent)
Cristiana Falcone (independent)
Federico Ferro Luzzi (independent)
Giulio Gallazzi (independent)
Giovanni Gorno Tempini
Marella Moretti (independent)
Ilaria Romagnoli (independent)
Secretary to the Board
Paola Sapienza (Lead Independent Director)
Massimo Sarmi
Agostino Nuzzolo
BOARD OF STATUTORY AUDITORS
Chairman
Standing Auditors
Francesco Fallacara
Alternate Auditors
Angelo Rocco Bonissoni
Francesca di Donato
Anna Doro
Massimo Gambini
Ilaria Antonella Belluco
Laura Fiordelisi
Franco Maurizio Lagro
Paolo Prandi
Independent Auditors
EY S.p.A.
Annual Financial Report
at December 31, 2022
The Board of Directors and the Board of Statutory Auditors
of TIM S.p.A.
4
KEY OPERATING AND FINANCIAL DATA - TIM
GROUP
Consolidated operating and financial data (*)
(1)
(1)
(million euros)
Revenues
EBITDA
EBIT before goodwill impairment loss
Goodwill impairment loss
EBIT
Profit (loss) before tax from continuing operations
Profit (loss) from continuing operations
Profit (loss) from Discontinued operations/Non-current
assets held for sale
Profit (loss) for the year
Profit (loss) for the year attributable to owners of the Parent
Capital Expenditures & spectrum
2022
15,788
5,347
606
—
606
(588)
(2,654)
—
(2,654)
(2,925)
4,077
2021
15,316
5,080
591
(4,120)
(3,529)
(4,515)
(8,400)
—
(8,400)
(8,652)
4,630
2020
15,805
6,739
2,104
—
2,104
1,397
7,352
—
7,352
7,224
3,409
2019
17,974
8,151
3,175
—
3,175
1,739
1,226
16
1,242
916
3,784
2018
18,940
7,403
3,151
(2,590)
561
(777)
(1,152)
—
(1,152)
(1,411)
6,408
Consolidated financial position data(*)
(million euros)
Total Assets
Total Equity
- attributable to owners of the Parent
- attributable to non-controlling interests
Total Liabilities
Total Equity and Liabilities
Share capital
Net financial debt carrying amount
Adjusted Net Financial Debt
Adjusted net invested capital
Debt ratio (Adjusted net financial debt/Adjusted net
invested capital)
Consolidated profit ratios(*)
EBITDA / Revenues
EBIT / Revenues (ROS)
Adjusted net financial debt/EBITDA
(1)
(1)
(2)
(1)
(1)
(1)
12/31/2022
62,027
18,725
15,061
3,664
43,302
62,027
11,614
25,370
25,364
44,089
12/31/2021
69,187
22,039
17,414
4,625
47,148
69,187
11,614
22,416
22,187
44,226
12/31/2020
73,234
28,840
26,215
2,625
44,394
73,234
11,588
23,714
23,326
52,166
12/31/2019
70,104
22,626
20,280
2,346
47,478
70,104
11,587
28,246
27,668
50,294
12/31/2018
65,619
21,747
19,528
2,219
43,872
65,619
11,587
25,995
25,270
47,017
57.5%
50.2%
44.7%
55.0%
53.7%
2022
33.9%
3.8%
4.7
2021
33.2%
(23.0%)
4.4
2020
42.6%
13.3%
3.5
2019
45.3%
17.7%
3.4
2018
39.1%
3.0%
3.4
(*) As of January 1, 2019, the TIM Group has adopted the new IFRS 16 (Leases) with the modified retrospective method (without the restatement of
comparative financial information of previous years).
(1) Details are provided under "Alternative Performance Measures".
(2) Adjusted net invested capital = Total equity + Adjusted net financial debt.
Report on Operations of the
TIM Group
Key Operating and Financial Data – TIM Group
7
Headcount, number in the Group at year end (1)
(number)
Headcount (excluding headcount relating to Discontinued
operations/Non-current assets held for sale)
Headcount relating to Discontinued operations/Non-current
assets held for sale
Headcount, average number in the Group (1)
12/31/2022
12/31/2021
12/31/2020
12/31/2019
12/31/2018
50,392
51,929
52,347
55,198
57,901
—
—
—
—
—
(equivalent number)
2022
2021
2020
2019
2018
Headcount (excluding headcount relating to Discontinued
operations/Non-current assets held for sale)
Headcount relating to Discontinued operations/Non-current
assets held for sale
45,912
47,942
49,099
51,917
54,423
—
—
—
—
—
Financial performance measures
TIM S.p.A.
(euros)
Share prices (December average)
- Ordinary
- Savings
Dividends per share
- Ordinary
- Savings
Pay Out Ratio
Market capitalization (in million euros)
Market to Book Value
Dividend Yield (based on December average)
- Ordinary
- Savings
TIM Group
(euros)
Basic earnings per share - ordinary shares
Basic earnings per share – savings shares
Diluted earnings per share - ordinary shares
Diluted earnings per share – savings shares
(1) Includes agency contract workers.
(2)
(2) (*)
(**)
(2) (***)
2022
0.21
0.20
—
—
—
4,465
0.31
—
—
2022
(0.14)
(0.14)
(0.14)
(0.14)
2021
0.45
0.42
—
—
—
9,387
0.57
—
—
2021
(0.40)
(0.40)
(0.40)
(0.40)
2020
0.39
0.42
0.0100
0.0275
24%
8,458
0.34
2.60%
6.49%
2020
0.34
0.35
0.33
0.34
(2) For the year 2022, the ratio was calculated on the basis of the proposed resolutions submitted to the Shareholders' Meeting of April 20, 2023. 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, 2022).
(*) Dividends paid in the following year/Profit for the year.
(**) Capitalization/Equity of TIM S.p.A..
(***) Dividends per share/Share prices.
Report on Operations of the
TIM Group
Key Operating and Financial Data – TIM Group
8
Highlights
The results for the fourth quarter 2022, which record a further improvement on the previous quarters thanks to
the stabilization and relaunch of the domestic business and the acceleration of the development of TIM Brasil,
make it possible to reach or even exceed the objectives set for 2022, which had partly been raised last August.
More specifically, compared with the fourth quarter of 2021, Group total revenues grew by 3.3% YoY to 4.3
billion euros (+1.1% YoY in the third, -1.4% YoY in the second and -4.5% YoY in the first quarter) while Group
service revenues increased for the third consecutive quarter, up by 3.6% YoY to 3.9 billion euros (+3.0% YoY in
the third, +1.0% YoY in the second and -2.5% YoY in the first quarter) thanks to the positive contribution from
Brazil and an improved domestic trend. In Italy the premium positioning strategy “Value vs. Volume” was
further strengthened with new measures aiming to increase the rationality of both the fixed and mobile
market. More specifically, in light of the recent changes to the macroeconomic context, with reference to the
increase in energy and raw material costs, an inflation adjustment mechanism has been introduced which will
generate any benefits starting from 2024. In Brazil, on the other hand, the Oi Group’s mobile business
continued to be integrated and the organic growth strategy was further pursued on the fixed market.
A net improvement has been seen in Group EBITDA, which reverses the negative trend of previous quarters,
recording growth of 2.7% YoY to 1.5 billion euros in the fourth quarter (-6.5% YoY in the third quarter, -8.5%
YoY in the second and -13.3% YoY in the first).
Strong improvement is also seen in the Group’s EBITDA After Lease, which is down 1.3% YoY to 1.2 billion
euros (-11.2% YoY in the third quarter, -12.3% YoY in the second and -16.3% YoY in the first).
During the quarter, cost containment actions to increase the level of TIM Domestic’s structural efficiency also
continued (“Transformation Plan”, cumulative target of cash cost reduction of 1.5 billion euros by 2024 versus
the inertial trend). Over the twelve months, the reduction with respect to the inertial trend was approximately
337 million euros, reaching 112% of the target set for 2022.
Net financial debt After Lease at December 31, 2022 came to 20.0 billion euros, up 2.4 billion euros on
December 31, 2021, essentially due to payment of the 5G spectrum and the Oi assets, only partly mitigated by
collections made as a result of the sale of the indirect share held in INWIT. Net of one-off effects, over the
twelve months, net financial debt After Lease stabilized, thereby inverting the growth trend. Adjusted Net
financial debt came to 25.4 billion euros, up 3.2 billion euros on December 31, 2021.
At December 31, 2022, the liquidity margin came to approximately 9.0 billion euros and covers the debt
maturity dates through to 2024. In January 2023, after two years of absence from the debt capital market, TIM
successfully placed a fixed-rate unsecured bond of 0.85 billion euros offered to institutional investors.
The Equity free cash flow of the twelve months was essentially nil on an After Lease basis (Equity free cash
flow was positive for approximately 0.6 billion euros).
Main Domestic operating indicators for the fourth quarter
During the fourth quarter 2022, the churn rate in the mobile segment reduced compared with the same period
of 2021 (3.3%, -0.3pp YoY) and was essentially stable in fixed (3.4%, -0.1pp YoY).
The total number of TIM mobile lines was 30.4 million, stable on end 2021. In a market that is still competitive
in the low end (low-spending customers), the stabilization trend of the customer base continued: in terms of
“mobile number portability” (i.e. the migration to other operators), TIM again posted the best result among
infrastructure operators with a net balance of -41 thousand lines. At the same time the sector saw the
portability flows reduce overall by 10% YoY, demonstration of the cooling of the competitive intensity in the
high end of the market (high-spending customers).
The number of fixed lines reduced by approximately 350 thousand units compared with end 2021. Average
revenues of retail customers (ARPU BB+ICT) are up 11% YoY. In 2022, 545 thousand new retail and wholesale
Ultrabroadband lines were activated, reaching 10.6 million units, up by approximately 5% YoY.
∂
Report on operations
of the TIM Group
Key Operating and Financial Data – TIM Group
9
Financial highlights
(million euros) - reported data
Revenues
EBITDA
EBITDA Margin
EBIT
EBIT Margin
4th Quarter
2022
(a)
4,259
1,402
32.9%
168
3.9%
4th Quarter
2021
(b)
3,976
731
18.4%
(4,469)
—
(1)
(1)
(1)
(1)
Profit (loss) for the period attributable to owners
of the Parent
Capital Expenditures & spectrum
(197)
1,315
(8,642)
1,910
Adjusted Net Financial Debt
(1) Details are provided under "Alternative Performance Measures".
(1)
Organic results (1)
(million euros) - organic data
TOTAL REVENUES
Domestic
Brazil
Other operations, adjustments and eliminations
SERVICE REVENUES
Domestic
o/w Wireline
o/w Mobile
Brazil
Other operations, adjustments and eliminations
EBITDA
Domestic
Brazil
Other operations, adjustments and eliminations
EBITDA After Lease
Domestic
Brazil
Other operations, adjustments and eliminations
CAPEX (net of telecommunications licenses)
Domestic
Brazil
4th Quarter
2022
(a)
4,259
3,185
1,083
(9)
3,850
2,822
2,180
779
1,037
(9)
1,490
959
531
—
1,210
828
382
—
1,297
1,059
238
4th Quarter
2021
(b)
4,122
3,237
894
(9)
3,717
2,865
2,197
791
861
(9)
1,451
1,001
455
(5)
1,226
873
358
(5)
1,380
1,147
233
% Change
(a-b)
7.1
91.8
14.5pp
—
—
—
(31.2)
% Change
3.3
(1.6)
21.4
—
3.6
(1.5)
(0.8)
(1.5)
20.8
—
2.7
(4.2)
16.9
—
(1.3)
(5.2)
7.6
—
(6.0)
(7.7)
1.7
2021 % Change
2022
(a)
15,788
5,347
33.9%
606
3.8%
(b)
15,316
5,080
33.2%
(3,529)
(23.0%)
(2,925)
4,077
12/31/2022
(8,652)
4,630
12/31/2021
(a)
25,364
(b)
22,187
(a-b)
3.1
5.3
0.7pp
—
26.8pp
66.2
(11.9)
Change
Amount
(a-b)
3,177
2022
(a)
15,788
11,858
3,963
(33)
14,600
10,799
8,276
3,060
3,834
(33)
6,029
4,174
1,863
(8)
4,995
3,662
1,341
(8)
3,979
3,127
852
2021 % Change
(b)
15,834
12,543
3,320
(29)
14,409
11,221
8,607
3,152
3,217
(29)
6,459
4,872
1,599
(12)
5,588
4,363
1,237
(12)
3,942
3,137
805
(0.3)
(5.5)
19.2
—
1.3
(3.8)
(3.8)
(2.9)
19.0
—
(6.7)
(14.3)
16.4
—
(10.6)
(16.1)
8.5
—
0.9
(0.3)
5.7
(1)
The organic results exclude non-recurring items and the comparable base is calculated net of the foreign currency translation and the change
in the scope of consolidation.
(million euros) - reported data
Equity Free Cash Flow
Equity Free Cash Flow After Lease
Adjusted Net Financial Debt (2)
Net Financial Debt After Lease(2)
4th Quarter
2022
(a)
363
209
4th Quarter
2021
(b)
172
34
% Change
—
—
2022
(a)
624
(26)
25,364
20,015
2021 % Change
(b)
632
62
22,187
17,573
(1.3)
—
14.3
13.9
■
Adjusted Net Financial Debt. The change in the fair value of derivatives and related financial liabilities/assets is adjusted by the booked Net
Financial Debt with no monetary effect.
Report on operations
of the TIM Group
Key Operating and Financial Data – TIM Group
10
Non-recurring events
In the years 2022 and 2021, 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. Non-recurring charges include,
corporate
among
reorganization/restructuring, provisions for regulatory disputes and potential liabilities related to them,
liabilities with customers and/or suppliers, provisions for onerous contracts and prior-year adjustments.
associated with
impairment
changes,
goodwill
charges
others,
any
In detail:
(million euros)
Non-recurring expenses (income)
Revenues
Revenue adjustments
Other income
Recovery of operating expenses
Acquisition of goods and services and Change in inventories
Expenses related to agreements and the development of non-recurring projects
Employee benefits expenses
Charges connected to corporate reorganization/restructuring and other costs
Other operating expenses
Sundry expenses and provisions
Impact on Operating profit (loss) before depreciation and amortization, capital
gains (losses) and impairment reversals (losses) on non-current assets (EBITDA)
Goodwill impairment loss Domestic CGU
Impact on Operating profit (loss) (EBIT)
Specifically, non-recurring events for the year 2022 included:
2022
2021
—
(23)
56
572
77
682
—
682
5
(13)
50
367
735
1,144
4,120
5,264
■ 572 million euros in employee benefits expenses mainly relating to corporate reorganization/restructuring
processes related to outgoing managerial and non-managerial staff, also envisaged in accordance with
the application of Art. 4 of Italian Law no. 92 of June 28, 2012 and the former Art. 41, subsection 5bis, of
Italian Legislative Decree no. 148/2015, as per agreements signed during the year, with the trade unions
and referring entirely to the Italian companies of the Domestic Business Unit);
■ 56 million euros mainly for non-recurring expenses associated with agreements and the development of
corporate transformation and expansion projects in Italy and Brazil;
■ 77 million euros of other operating expenses primarily as provisions for disputes, settlements, regulatory
sanctions and potential liabilities related to them, including 41 million euros relating to a provision for
onerous contracts relating to a multi-year agreement stipulated in 2021 which committed the Company to
minimum purchases and the total estimated cost of which for the residual duration of the agreement
became apparent in 2022;
■ 23 million euros in income for recovery of operating expenses.
In 2021, net non-recurring charges recorded by the TIM Group included:
■ 4,120 million euros for the impairment loss on Goodwill attributed to the Domestic Cash Generating Unit
(CGU).
■ 735 million euros in other operating expenses, mainly referring to provisions made for disputes,
transactions, regulatory sanctions and related potential liabilities as well as expenses connected with the
COVID-19 emergency for provisions made as a consequence of the worsening of the expected credit losses
of Corporate customers, connected with the expected evolution of the pandemic.
Amongst the Other operating expenses - Sundry expenses and provisions, the amount included 548 million
euros for the posting of a Contractual Risk Provision for Onerous Contracts (IAS 37) relating to certain
contracts for the offer of multimedia content connected with the partnerships currently in place.
For more details, refer to the chapter on “Complex contracts” in this Report on Operations and the Note
“Provisions for risks and charges” of the TIM Group Consolidated Financial Statements at December 31,
2022.
■ 367 million
euros
business
reorganization/restructuring processes following the application of art. 4 of Law no. 92 of June 28, 2012, as
defined in the trade union agreements signed between the some of the Group companies, including the
Parent Company TIM S.p.A. and the trade unions;
expenses mainly
connected with
employee
benefit
in
■ 50 million euros for expenses related to agreements and the development of non-recurring projects, as
well as costs for purchases relating to supplies that became necessary for the management of the health
emergency;
■ 8 million euros in net income for adjustments to revenues and the recovery of operating expenses.
Report on Operations of the
TIM Group
Key Operating and Financial Data – TIM Group
11
Complex contracts
As part of a process aiming to ensure the identification and definition of the initiatives for the evolution of the
internal control system for the management of corporate risks, in 2022, the TIM Group instituted a Technical
Committee to supervise complex contracts (the “Technical Committee").
The Technical Committee defined:
■
■
■
the objective criteria on which basis to classify a contract as a “complex contract”;
the procedure for the assessment and authorization of complex contracts, which envisages the
involvement of multiple subjects and competences able to assess the different risk profiles (board
decision-making process);
the update of the policy regulating the process for formalizing contracts in the Group contracts, envisaging
a clear identification and formalization of the reasoning behind the decision-making process to assign
complex contracts as well as the related escalation mechanisms, thus strengthening the process for
identifying and reconstructing sources, information elements and controls performed.
∂
During 2021, as detailed in the related Annual Financial Report, some contracts for the supply of multimedia
contents in connection with the current partnerships, including that between TIM and DAZN, have highlighted
a comprehensive negative margin throughout the entire contract duration, with the need to make a provision
for a total of 548 million euros for posting a contractual risk provision for onerous contracts at December 31,
2021.
Starting from the 2022 financial year, use of the aforementioned Provision over the contractual term makes it
possible to offset the negative item of the margin (EBITDA) - referring to both the operating performance of
the business and commitments in terms of prices that TIM is contractually obliged to pay to counterparties -
thereby obtaining a null operating margin (organic) for the content business.
In August 2022, TIM and DAZN reached a new agreement that - in amending the clauses previously in place -
allows DAZN to distribute football rights to show the TIM Serie A championship matches through any third
party, surpassing the previous system of TIM exclusivity. The new contractual structure has no impact on TIM
customers, who continue to enjoy matches through TimVision, the most advantageous streaming platform
with the best selection of content available on the market. At the same time, the objective is achieved of
distributing rights over multiple platforms with a view to developing a more sustainable economic model that
would also be less volatile.
During 2022, TIM S.p.A. also recorded a provision of 41 million euros for onerous contracts relating to a multi-
year agreement stipulated in 2021 which committed the Company to minimum purchases and the total
estimated cost of which for the residual duration of the agreement became apparent in 2022.
The Provision for contractual risks for onerous contracts at December 31, 2022 came to 247 million euros.
Below are:
■
■
the amount used in 2022 of the Provision for risks to cover the negative margin;
the amount of the total organic margins (organic EBITDA) without using the risk provision for onerous
contracts.
(million euros)
ORGANIC EBITDA (including use of the risk provision for onerous contracts)
- Use of the risk provision for onerous contracts to cover the negative margin
ORGANIC EBITDA (excluding use of the risk provision for onerous contracts)
2022
TIM Group
6,029
(346)
5,683
Domestic Business
Unit
4,174
(346)
3,828
The amount of 346 million euros is the negative margin, for which the provision was used. As far as the portion
relating to the football contract with DAZN is concerned, this amount includes both the operating performance
of the business and the component linked to the prices that TIM is contractually obliged to pay to DAZN, which
is recorded at the end of each football season (June 30, each year), at the same time as use of the related
provision set aside.
From a financial viewpoint, the negative margin covered by the Risks Provision has an equal impact on the Net
Financial Position and cash flows. For the DAZN contract, TIM is contractually obliged to pay advance
installments for each year (July 1-June 30, corresponding to each championship season).
With reference to the multi-year contracts for multimedia content, which in some cases require TIM to pay the
counterparty prices by way of guaranteed minimum, it should be recalled that the valuation of these contracts
and the estimation of the associated costs is subject to numerous uncertainties that include, amongst others,
market dynamics, rulings by the market regulatory authorities and the development of new technologies in
support of the service. These estimates are revised from time to time on the basis of the final data in order to
make sure that the provisional figures remain within the reasonably foreseeable range. Not all the factors
mentioned are under the company’s control hence they could have a significant impact on future forecasts
regarding the performance of the contracts, the estimated amount of (positive or negative) margins and the
cash flows that are generated.
Report on Operations of the
TIM Group
Key Operating and Financial Data – TIM Group
12
Rights to use 5G frequencies in Italy
On September 30, 2022, TIM paid the fifth and final installment, of 1.7 billion euros, out of the total of 2.4 billion
euros due in fulfillment of the undertakings made by the Company following the award of the rights to use
mobile frequency bandwidths pursuant to the “5G Auction” held in 2018 by the Ministry for Economic
Development.
In detail:
in October 2018, following a public tender process in which 5 Italian mobile operators took part (Iliad, Fastweb,
TIM, Vodafone and Wind3), TIM was awarded the rights of use on all bandwidths included in the auction. In
particular, TIM was awarded 2x10 MHz in the 700 MHz bandwidth (blocks available from July 1, 2022), 80 MHz
in the 3.6-3.8 GHz bandwidth and 200 MHz in the 26 GHz bandwidth (both bandwidths available from January
1, 2019).
The total amount of the award was 2.4 billion euros, to be paid in five annual installments as per the forecast
collections of the 2017 Budget Law, broken down as follows:
2020
(euros)
110,052,665.01
Telecom Italia S.p.A. 477,473,285.00
2022
55,026,332.50 1,738,485,952.97 2,399,380,346.32
2019
18,342,110.83
Total
2018
2021
Following payment of the last installment, on October 04, 2022 the Ministry of Economic Development notified
the guarantor banks of the definitive release of the surety given at the time as guarantee of the payment
obligations.
The 5G frequencies allow TIM, together with the other frequency bandwidths already in its possession, to cover
all cases of use envisaged by the International Telecommunication Union (ITU) for 5G (IMT-2020 5G), thereby
satisfying the needs of the world seeing very strong IoT growth thanks to the possibility of simultaneously
managing thousands of connections and Industry 4.0 thanks to the very low latencies and entertainment,
thanks to the high transmission speeds (over 2 Gbps) and, finally, the automotive and mission critical
applications (Public Safety and Public Protection/Disaster Relief) thanks to the extremely reliable connections.
It should be highlighted that in the 3.4-3.8 GHz bandwidth, TIM is the only Italian mobile operator to have 100
MHz (20 MHz in the 3.4-3.6 GHz bandwidth and 80 MHz in the 3.6-3.8 GHz bandwidth) and is therefore able to
offer significantly better latency and throughput than national competitors.
The value of the rights of use for the 5G frequency bandwidths (in Italy) and the related useful lives at
December 31, 2022 are detailed as follows:
694-790 MHz band
3600-3800 MHz band
26.5-27.5 GHz band
Acquisition value
(million euros)
Residual
amount at
12/31/2022
(million euros)
Useful life
Maturity
680
1,686
33
2,399
658
1,331
26
2,015
15 years and 6
months
19 years
19 years
12/31/2037
12/31/2037
12/31/2037
The Group’s ESG performance
In 2022, sustainability activities involved all areas of the company through more than 40 projects aiming to
achieve the targets established in the 2022-2024 ESG Plan.
ENVIRONMENT
In terms of energy, total consumption has remained in line with 2021, in respect of an increase in data on
networks and data centers. The result was achieved thanks to action taken to improve the energy efficiency
of infrastructures and the use of eco-efficient technologies, which in Italy led to the issue of energy efficiency
certificates for about 3.8 million euros.
The pursuit of the reduction of greenhouse gas emissions continued in order to achieve the Carbon
Neutrality objectives in 2030 and net zero objectives in 2040, set at Group level. Emissions have reduced as
follows compared with 2021:
■
related to production (Scope 1), by 12%;
■ generated by the purchase of electricity (Scope 2), by 16%;
■ deriving from the purchase of goods and services, instrumental assets and the use of goods sold (Scope 3),
by 13%.
The increase in energy from renewable sources is confirmed, reaching 61% (in Brazil the purchase of
renewable energy reached 100% in 2021).
In 2022, TIM climate strategy was validated by SBTi. TIM has set itself two objectives in particular, certified by
SBTi, to be achieved by 2030 as compared with 2019:
■
to reduce Scope 1 and Scope 2 emissions by 75%;
Report on Operations of the
TIM Group
Key Operating and Financial Data – TIM Group
13
■
to reduce Scope 3 emissions by 47%, in particular those relating to the purchase of goods and services,
instrumental assets and the use of goods sold.
In Italy circular economy processes have been implemented also thanks to the “Circular Economy Ratio”, a
performance indicator introduced in 2022, which compares the revenues deriving from the resale of special
waste and unused goods/materials with total waste production. In 2022, the indicator reached a value of 0.3
euros/kg, with an increase of 0.26 euros/kg on 2021, thanks to the lesser waste production and the generation
of revenues from resale for 2.4 million euros.
A new stage along the route towards a sustainable supply chain has also been marked out, with
participation as Value chain partner in the Open-es project which, through an ESG assessment system based
on international standards, will allow for the qualification of suppliers according to shared sustainability
criteria. More than 900 suppliers of TIM adhered to the initiative in 2022.
As regards the commercial offer to people and families, the “Fiber up to 10 Gbps” offer has been launched,
with fiber optic coverage by the TIM network through to the customer’s home and dedicated assistance. Eco-
sustainable products have also been made available (the “TIM Green” range), accounting for 60% of all
products offered by TIM.
SOCIAL MEDIA
Digital transformation activities have been launched.
In Italy, through TIM Enterprise, whose aim is to enable companies and the public administration to increase
the efficiency, speed and security of processes, thanks to digital technologies, in line with the 2022-2024 ESG
Plan, a 21% increase has been recorded in revenues from IoT and Security Services compared with 2021,
and a 31% increase in Digital Identity Services compared with 2021. In August 2022, through the Polo
Strategico Nazionale company set up by TIM, SOGEI, Leonardo and Cassa Depositi e Prestiti, the Convention
was signed for the design, implementation and management of the Cloud infrastructure that will host the
Public Administration’s critical and strategic data and services.
In Brazil, TIM has been confirmed as the first mobile operator to cover 100% of Brazilian municipalities with its
4G network.
Attention to sustainability has also been paid in the management of human capital.
In Italy, a continuous training plan has been defined on the skills required by the ICT market, involving all
employees for a total of 2.1 million hours delivered (more than 50 hours per head, of which 14 dedicated to the
main ESG topics). As regards smartworking, 2022 saw 25,000 employees opt for this, for a total of 46,800 tons
CO2 equivalents avoided, equal to 6.6 thousand car trips around the earth. The commitment has also
continued to overcome the gender gap: at a Group level, 43% of BoD members are now women and more
than 28% of those holding positions of responsibility; the pay gap has also been zeroed in management and
reduced in middle management.
To guide management’s work, a short- and long-term incentive policy has also been implemented, hinged on
ESG objectives.
In Brazil too, training involved all employees for a total of approximately 0.6 million hours (62 hours per head),
with a 24% increase on 2021 and a priority focus on developing competences associated with the technological
and market evolution and strengthening the ESG culture.
GOVERNANCE
A platform has been implemented to collect and manage Group ESG data, essential for reporting, and which
also includes a strong control system of the consistency and completeness of the data reported.
TIM Brasil has obtained certifications for the management of cyber security and transparency, like ISO 27001.
The ESG results for 2022 are in line with the targets of the 2022-2024 Plan. Information on the eligibility and
alignment with Taxonomy of the economic activities with respect to the objectives of mitigating and adapting
to climate change, is given in the Sustainability Report.
∂
Report on Operations of the
TIM Group
Key Operating and Financial Data – TIM Group
14
Introduction
The TIM Group and TIM S.p.A. Consolidated Financial Statements for the year 2022 and the comparative figures
for the previous year have been prepared in compliance with IFRS issued by the International Accounting
Standards Board and endorsed by the European Union ( "IFRS").
The accounting policies and consolidation principles adopted are consistent with those applied for the TIM Group
Consolidated Financial Statements and the TIM S.p.A. Separate Financial Statements at December 31, 2021,
except for the amendments to the standards issued by IASB and adopted starting from January 1, 2022.
TIM Group, in addition to the conventional financial performance measures established by the 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; organic change and impact of non-
recurring items on revenues, EBITDA and EBIT; EBITDA margin and EBIT margin; Net financial debt carrying
amount and adjusted net financial debt; Equity free cash flow; Cash flow from operations; Cash flow from
operations (net of licenses). Following the adoption of IFRS 16, the TIM Group also presents the following
additional alternative performance measures: EBITDA After Lease (“EBITDA-AL”), Adjusted net financial debt
After Lease, Equity Free Cash Flow After Lease.
In line with the ESMA guidance on alternative performance measures (Guidelines ESMA/2015/1415), the meaning
and contents of such are explained in the section on “Alternative performance measures” and the analytical
detail of the amounts of the reclassifications introduced and of the methods for determining indicators is
provided.
Lastly, the section entitled "Business Outlook for the year 2023" 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 this Annual Financial Report are reminded not to place undue
reliance on forward-looking statements; in fact, actual results may differ significantly from forecasts owing to
risks and uncertainties depending on numerous factors, the majority of which are beyond the scope of the
Group’s control. Please refer to the "Main risks and uncertainties" section for more information. It provides a
detailed description of the major risks pertaining to the TIM Group business activity which can, even considerably,
affect its ability to meet the set goals.
Report on operations
of the TIM Group
Key Operating and Financial Data – TIM Group
15
Main changes in the scope of consolidation of
the TIM Group
The main changes in the scope of consolidation during 2022 were the following:
■ Cozani RJ Infraestrutura e Rede de Telecomunicações S.A. (which joined the Brazil Business Unit scope): on
April 20, 2022, TIM S.A. (Brazilian subsidiary of the TIM Group) acquired 100% of the share capital of Cozani,
the company to which the business unit relating to the part share of the assets, rights and obligations of
the mobile telephone business of Oi Móvel - Em Recuperação Judicial, has flowed;
■ Mindicity S.r.l. (which joined the Domestic Business Unit scope): Olivetti S.p.A. acquired 70% share capital of
the company on May 30, 2022. Mindicity manages a software platform and business under the scope of
smart cities;
■ Movenda S.p.A. (which joined the Domestic Business Unit scope): TIM S.p.A. acquired 100% share capital of
the company in July 2022. Movenda offers digital identity solutions. On December 31, 2022, the merger by
incorporation of Movenda S.p.A. into TIM S.p.A. took effect, with accounting and tax effects from July 1,
2022;
■ Daphne 3 S.p.A. (which left the Domestic Business Unit scope): on August 4, 2022, TIM S.p.A. transferred
41% of the share capital of the holding Daphne 3, which has a 30.2% investment in Infrastrutture Wireless
Italiane ("INWIT") to a consortium of investors led by Ardian.
The following should also be noted:
■ Polo Strategico Nazionale S.p.A.: the company was established on August 4, 2022, it deals with the design,
preparation, fitting out and management of infrastructure for the supply of cloud services and solutions for
the public administration. TIM S.p.A. holds 45% of the Joint Venture’s share capital (measured for the
purposes of the consolidated financial statements using the equity method).
During 2021, the main corporate transactions were as follows:
■ Noovle S.p.A. (Domestic Business Unit): starting January 1, 2021, the conferral has been effective to Noovle
S.p.A. of the TIM S.p.A. business unit comprising the assets and liabilities and employees involved in the
supply of services for the Cloud and Edge Computing;
■ FiberCop S.p.A.; Flash Fiber S.r.l. (Domestic Business Unit): starting March 31, 2021, the conferral has been
effective to FiberCop S.p.A. of the TIM S.p.A. business unit comprising the goods, assets and liabilities and
legal relations organized functionally for the supply of passive access services by means of the secondary
copper and fiber network. At the same time, the purchase was completed by Teemo Bidco, an indirect
subsidiary of KKR Global Infrastructure Investors III L.P., of 37.5% of FiberCop from TIM and Fastweb has
subscribed FiberCop shares corresponding to 4.5% of the company’s capital, through the conferral of the
stake held in Flash Fiber, which was simultaneously incorporated into FiberCop;
■ TIM Tank S.r.l. (Other operations): on April 1, 2021, it was merged into Telecom Italia Ventures S.r.l. with
accounting and tax effects backdated to January 1, 2021;
■ Telecom Italia Trust Technologies S.r.l. (Domestic Business Unit): starting April 1, 2021, the investment in the
company was conferred by TIM S.p.A. to Olivetti S.p.A.;
■ TIM S.p.A. (Domestic Business Unit): on June 30, 2021, the purchase of the BT Italia Business Unit was
completed, offering services
to public administration customers and small and medium
business/enterprise (SMB/SME) customers. The purchase also included support for customers of the SMB
Business Unit, supplied by Atlanet, the BT Contact Center of Palermo;
■ TIM Servizi Digitali S.p.A. (Domestic Business Unit): company established on July 30, 2021; the company’s
corporate purpose is the development and maintenance of plants for the supply of telecommunications
services; to this end, we note that in September 2021, the company stipulated a rental contract with Sittel
S.p.A. for a business unit consisting of the construction, delivery and assurance of telecommunications
networks and plants;
■ Panama Digital Gateway S.A. (Domestic Business Unit): company established in July 2021 for the
construction of a digital hub that seeks to offer a reference hub for the whole of Central America, the
region of the Andes and the Caribbean;
■ Staer Sistemi S.r.l. (Domestic Business Unit): company acquired by Olivetti S.p.A. on September 30, 2021.
The company’s corporate purpose is the carrying out of activities connected with the production and
marketing of electronic systems and programs and activities connected with energy efficiency plants;
■
I-Systems S.A. (Brazil Business Unit): starting November 2021, following completion of the agreement
between TIM S.A. and IHS Fiber Brasil - Cessão de Infraestruturas Ltda. ("IHS Brasil"), IHS Brasil holds 51%
of the company’s share capital. The remaining 49% is held by TIM S.A.. I-Systems S.A. is the company
established by TIM S.A. to segregate its network assets and the provision of infrastructure services;
■ Olivetti Payments Solutions S.p.A. (Domestic Business Unit): company established on December 1, 2021; the
company’s corporate purpose is the management of equity investments, study and research activities,
commercial, industrial, financial movable and real estate activities.
Report on operations
of the TIM Group
Key Operating and Financial Data – TIM Group
16
Consolidated operating performance
Revenues
Total TIM Group revenues for the year 2022, amounted to 15,788 million euros, +3.1% compared to 2021
(15,316 million euros). Excluding revenues from the Oi Group mobile business, acquired in Brazil, consolidated
revenues would come to 15,640 million euros.
The breakdown of total revenues for the year 2022 by operating segment in comparison with 2021 is as
follows:
(million euros)
Changes
2022
2021
Domestic
Brazil
Other Operations
Adjustments and eliminations
Consolidated Total
% weight
% weight absolute
11,858
3,963
—
(33)
15,788
75.1
25.1
—
(0.2)
100.0
12,505
2,840
—
(29)
15,316
81.6
18.5
—
(0.1)
100.0
(647)
1,123
—
(4)
472
%
% organic
excluding non-
recurring
(5.2)
39.5
(5.5)
19.2
3.1
(0.3)
The organic change in the Group’s consolidated revenues is calculated by excluding the effect of exchange
rate changes1 (+513 million euros), as well as any non-recurring items (0 million euros in 2022, 5 million euros
in 2021).
Revenues for the fourth quarter of 2022 totaled 4,259 million euros (3,976 million euros in the fourth quarter of
2021).
EBITDA
TIM Group EBITDA for the year 2022 came to 5,347 million euros (5,080 million euros in the year 2021, +5.3%
in reported terms; -6.7% in organic terms). Excluding the results of the Oi Group mobile business acquired in
Brazil, consolidated EBITDA would come to 5,238 million euros.
The breakdown of EBITDA and the EBITDA margin broken down by operating segment for 2022 compared with
2021, are as follows:
(million euros)
Changes
2022
2021
% weight
% weight absolute
%
Domestic
% of Revenues
Brazil
% of Revenues
Other Operations
Adjustments and eliminations
Consolidated Total
3,519
29.7
1,839
46.4
(12)
1
5,347
65.8
34.4
(0.2)
—
100.0
3,730
29.8
1,362
48.0
(12)
—
5,080
73.4
(211)
26.8
(0.2)
—
100.0
477
—
1
267
% organic
excluding non-
recurring
(14.3)
(3.6) pp
16.4
(1.2) pp
(5.7)
(0.1) pp
35.0
(1.6) pp
5.3
(6.7)
Organic EBITDA - net of the non-recurring items amounted to 6,029 million euros; the EBITDA margin was
38.2% (6,459 million euros in 2021, with an EBITDA margin of 40.8%).
EBITDA for 2022 suffers the impact of non-recurring net charges for a total of 682 million euros (1,144 million
euros in 2021, including 1 million euros for the exchange effect).
For further details, in addition to that reported in the “Non-recurring events” chapter of this report on
operations, see the Note "Significant non-recurring events and transactions" in the Consolidated Financial
Statements as at December 31, 2022 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 5.43993 in 2022 and
6.35936 in 2021 for the Brazilian real. For the US dollar, the average exchange rates used were 1.05335 in 2022 and 1.18285 in 2021. 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.
Report on operations
of the TIM Group
Consolidated operating performance
17
Organic EBITDA, net of the non-recurring items, is calculated as follows:
(million euros)
2022
EBITDA
Foreign currency financial statements translation effect
Non-recurring expenses (income)
Effect of translating non-recurring expenses (income) in
currency
ORGANIC EBITDA - excluding non-recurring items
% of Revenues
5,347
682
6,029
38.2
Exchange rate fluctuations mainly related to the Brazil Business Unit.
2021
5,080
235
1,143
1
6,459
40.8
Changes
absolute
267
(235)
(461)
(1)
(430)
(2.6)pp
%
5.3
(6.7)
Organic EBITDA excluding the use of the risk provisions for onerous contracts came to 5,683 million euros in
2022.
The EBITDA of the fourth quarter of 2022 totaled 1,402 million euros (731 million euros in the fourth quarter of
2021).
Organic EBITDA net of the non-recurring items in the fourth quarter of 2022 totaled 1,490 million euros (1,451
million euros in the fourth quarter of 2021).
EBITDA was particularly impacted by the change in the line items analyzed below:
2022
1,164
■ Acquisition of goods and services (7,239 million euros; 6,550 million euros in 2021):
(million euros)
Acquisition of goods
Revenues due to other TLC operators and costs for telecommunications
network access services
Commercial and advertising costs
Professional and consulting services
Power, maintenance and outsourced services
Lease and rental costs
Other
Total acquisition of goods and services
% of Revenues
1,335
1,498
311
1,431
798
702
7,239
45.9
2021
1,266
1,383
1,186
253
1,103
603
756
6,550
42.8
Change
(102)
(48)
312
58
328
195
(54)
689
3.1pp
The increase mainly refers to the Brazil Business Unit (+525 million euros, including an exchange gain of 175
million euros) and the Domestic Business Unit (+163 million euros).
■ Employee benefits expenses (3,180 million euros; 2,941 million euros in 2021):
(million euros)
Employee benefits expenses - Italy
Ordinary employee expenses and costs
Restructuring and other expenses
Employee benefits expenses – Outside Italy
Ordinary employee expenses and costs
Restructuring and other expenses
Total employee benefits expenses
% of Revenues
2022
2,842
2,272
570
338
336
2
3,180
20.1
2021
2,679
2,312
367
262
262
—
2,941
19.2
Change
163
(40)
203
76
74
2
239
0.9pp
The increase of 239 million euros was mainly driven by:
•
the increase of 203 million euros in the item “Restructuring and other costs” of the Italian component,
linked to the provision made in the year 2022 of expenses for a total of 570 million euros, mainly linked to
outgoing managerial and non-managerial staff, envisaged according to the application of art. 4 of Law no.
92 of June 28, 2012 and former art. 41, subsection 5bis of Italian Legislative Decree no. 148/2015, as per the
agreements signed, during the financial year, with the trade unions, by the Parent Company TIM S.p.A., by
Telecom Italia Sparkle, by Telecontact, by Noovle, by Olivetti, by Telecom Italia Trust Technologies and by
Telsy.
In 2021, “Corporate restructuring expenses and other costs” were 367 million euros;
Report on operations
of the TIM Group
Consolidated operating performance
18
•
•
the greater cost of 76 million euros in the foreign component mainly related to the impact of the exchange
rate change and the local salary dynamics of the Brazil Business Unit;
the reduction of 40 million euros of the Italian component of ordinary employee expenses, mainly due to
the savings consequent to the reduction in the average salaried workforce, amounting to an average total
of -1,960 employees, of whom an average of -1,598 deriving from the application of the Expansion
Contract, which entails a reduction in working hours of staff on the workforce;
■ Other income (213 million euros; 272 million euros in 2021):
(million euros)
Late payment fees charged for telephone services
Recovery of employee benefit expenses, purchases and services
rendered
Capital and operating grants
Damages, penalties and recoveries connected with litigation
Estimate revisions and other adjustments
Special training income
Other
Total
2022
39
13
38
37
68
1
17
213
2021
39
12
28
27
71
67
28
272
Change
—
1
10
10
(3)
(66)
(11)
(59)
(69)
Change
■ Other operating expenses (816 million euros; 1,502 million euros in 2021):
(million euros)
Write-downs and expenses in connection with credit management
Provision charges
TLC operating fees and charges
Indirect duties and taxes
Penalties, settlement compensation and administrative fines
Subscription dues and fees, donations, scholarships and traineeships
Other
Total
The reduction is mainly attributable to the Domestic Business Unit (-767 million euros), partly offset by the
increase in costs relating to the Brazil Business Unit (+85 million euros, including a positive exchange effect for
48 million euros).
The non-recurring items of 2022 amounted to 77 million euros, mainly due to provisions for disputes,
transactions, regulatory sanctions and related potential liabilities. It includes, in particular, a provision made by
TIM S.p.A. of 41 million euros for onerous contracts relating to a multi-year agreement concluded in 2021
which committed the Company to minimum purchases and the total estimated cost of which for the residual
duration of the agreement became apparent in 2022.
2021
305
704
189
99
127
12
66
1,502
2022
236
129
243
104
25
13
66
816
(575)
54
5
(102)
1
—
(686)
In 2021, the non-recurring items amounted to 735 million euros and mainly referred to provisions made for
disputes, transactions, regulatory sanctions and related potential liabilities as well as expenses connected with
the COVID-19 emergency for provisions made as a consequence of the worsening of the expected credit losses
of Corporate customers, connected with the expected evolution of the pandemic. Provision charges included
548 million euros for the posting of a Contractual Risk Provision for Onerous Contracts (IAS 37) relating to
certain contracts for the offer of multimedia content connected with the partnerships currently in place.
For more details, refer to the chapter on “Complex contracts” in this Report on Operations and the Note
“Provisions for risks and charges” of the TIM Group Consolidated Financial Statements at December 31, 2022.
Depreciation and amortization
In 2022 the item amounts to 4,777 million euros (4,490 million euros in 2021) and breaks down as follows:
(million euros)
Amortization of intangible assets with a finite useful life
Depreciation of tangible assets
Amortization of rights of use assets
Total
2021
1,511
2,284
695
4,490
2022
1,517
2,348
912
4,777
Change
6
64
217
287
Net impairment losses on non-current assets
Net impairment losses on non-current assets were null in 2022, instead coming to 4,120 million euros in FY
2021.
In detail, in accordance with IAS 36, goodwill is not subject to amortization, but is tested for impairment on an
annual basis, when preparing the company’s separate and consolidated financial statements.
Report on operations
of the TIM Group
Consolidated operating performance
19
In preparing the Annual Report for 2022, the TIM Group carried out an impairment test on goodwill. The results
of that testing, carried out in accordance with the specific procedure adopted by the Group, confirmed the
amounts of Goodwill allocated to the Group’s individual Cash Generating Units.
Net impairment losses on non-current assets for the year 2021 amounted to 4,120 million euros and related to
the Goodwill impairment loss attributed to the Domestic Cash Generating Unit.
Further details are provided in the Note “Goodwill” to the Consolidated Financial Statements at December 31,
2022 of the TIM Group.
EBIT
TIM Group EBIT for 2022 came to 606 million euros (-3,529 million euros in 2021).
Organic EBIT, net of the non-recurring items, amounted to 1,288 million euros (1,816 million euros in 2021),
with an EBIT margin of 8.2% (11.5% in 2021).
Organic EBIT, net of the non-recurring items, was calculated as follows:
(million euros)
2022
EBIT
Foreign currency financial statements translation effect
Non-recurring expenses (income)
Effect of translating non-recurring expenses (income) in
currency
ORGANIC EBIT - excluding non-recurring items
606
682
1,288
2021
Changes
absolute
4,135
(81)
(4,581)
(1)
(528)
(3,529)
81
5,263
1
1,816
%
—
(29.1)
The EBIT of the fourth quarter of 2022 totaled 168 million euros (-4,469 million euros in the fourth quarter of
2021).
Organic EBIT net of the non-recurring items in the fourth quarter of 2022 totaled 256 million euros (330 million
euros in the fourth quarter of 2021).
Other income (expenses) from investments
Other income (expenses) from investments came to 206 million euros (126 million euros in 2021) and are
mainly as follows:
■ net capital gain of 171 million euros connected with the August 2022 sale of 41% of the share capital of the
holding company Daphne 3, which holds a 30.2% share in Infrastrutture Wireless Italiane - INWIT;
■ net capital gain of 33 million euros connected with the October 2022 sale of the equity investment in
Satispay.
Finance income (expenses), net
Finance income (expenses) showed a net expense of 1,423 million euros (negative for 1,150 million euros in
2021). The increase is due to the increased debt exposure of the IFRS 16 lease component in Brazil following
the acquisition of Oi and, to a lesser extent, to the dynamic of interest rates in Europe. This dynamic of interest
rates has also influenced the performance of the mark-to-market of hedging derivatives (in any case this is a
change in currency and accounting non-monetary items).
Income tax expense
In 2022, income tax expense was recorded for 2,066 million euros (3,885 million euros in 2021) and mainly
reflects the impact deriving from the exercise of the revocation option of the realignment of goodwill, resolved
by TIM’s Board of Directors on November 9, 2022, as permitted by the Italian government Budget Law for
financial year 2022 and as detailed in the Provision of the Revenue Agency Manager, published on September
29, 2022.
More specifically - having acknowledged publication of such Measure governing the terms, conditions and
operating procedures for revocation - the Company assessed economic-financial advantageousness and
considered it a priority to strengthen the industrial investments to be made to support the various business
areas, an alternative to the financial commitment connected with the payment of substitute tax on the
realignment.
Therefore, as there was no longer any basis for entering Deferred tax assets, they have been written-off
entirely for a net amount of 1,964 million euros as follows:
■ expense of -2,656 million euros for the write-off of deferred tax assets of TIM S.p.A.:
•
•
in the TIM S.p.A. statements as at December 31, 2020, the amount of 6,569 million euros had been
entered for deferred tax assets in respect of a tax recognition of higher values entered in the financial
statements pursuant to Decree Law 104/2020, art. 110, subsections 8 and 8 bis, which enabled the
deductibility over 18 years, starting 2021, of the tax amortization of the realigned value, in respect of
substitute tax in the amount of 3% of the realigned value (692 million euros), to be paid in 3 annual
installments of equal amount;
in the financial statements at December 31, 2021, a partial write-down had been entered for an
amount of -3,913 million euros, connected with the extension to 50 years of the period of tax asset
Report on operations
of the TIM Group
Consolidated operating performance
20
absorption introduced by Art. 160 of the 2022 Budget Law (Law 234/2021) and the changed
assessment of the time frame for recoverability of deferred tax assets of TIM S.p.A.;
■
income of 692 million euros for the reversal of substitute tax that had been allocated for the realignment;
in detail, entry of a receivable of 231 million euros related to the first installment, paid on June 30, 2021 and
reversal of a payable of 461 million euros for the second and third installments, which will not be paid
following revocation of the realignment. The first installment, as envisaged by the Measure, has been
recovered financially, offsetting it against tax payments made using the “F24” return, which the Company
filed in December 2022, following filing of the supplementary declaration formalizing revocation of the
realignment.
Profit (loss) for the year
This item breaks down as follows:
(million euros)
Profit (loss) for the year
Attributable to:
Owners of the Parent:
Profit (loss) from continuing operations
Profit (loss) from Discontinued operations/Non-current assets held
for sale
Profit (loss) for the year attributable to owners of the Parent
Non-controlling interests:
Profit (loss) from continuing operations
Profit (loss) from Discontinued operations/Non-current assets held
for sale
Profit (loss) for the year attributable to Non-controlling interests
2022
(2,654)
(2,925)
—
(2,925)
271
—
271
2021
(8,400)
(8,652)
—
(8,652)
252
—
252
The Net loss attributable to Owners of the Parent for 2022, was 2,925 million euros (-8,652 million euros in
2021), suffering the negative impact of net non-recurring expenses for 2,431 million euros (8,692 million euros
in 2021).
For more details on non-recurring items, see the Note "Non-recurring events and transactions" in the
Consolidated Financial Statements as at December 31, 2022 of the TIM Group.
Report on operations
of the TIM Group
Consolidated operating performance
21
FINANCIAL AND OPERATING HIGHLIGHTS OF
THE BUSINESS UNITS OF THE TIM GROUP
Domestic
(million euros)
2022
2021
Changes
(a-b)
Revenues
EBITDA
% of Revenues
EBIT
% of Revenues
Headcount at year end (number) (°)
(a)
11,858
3,519
29.7
24
0.2
40,984
(b)
absolute
%
% organic
excluding non-
recurring
12,505
3,730
29.8
(3,990)
(31.9)
42,591
(647)
(211)
4,014
(1,607)
(5.2)
(5.7)
(0.1)pp
—
32.1pp
(3.8)
(5.5)
(14.3)
(3.6)pp
(46.5)
(4.4)pp
(°) Includes 15 agency contract workers at December 31, 2022 (16 at December 31, 2021).
(million euros)
4th Quarter
2022
4th Quarter
2021
Changes
(a-b)
Revenues
EBITDA
% of Revenues
EBIT
% of Revenues
(a)
3,185
878
27.6
(16)
(0.5)
3,224
351
10.9
(4,621)
—
(39)
527
4,605
(b)
absolute
%
% organic
excluding non-
recurring
(1.6)
(4.2)
(0.8)pp
(56.1)
(2.5)pp
(1.2)
—
16.7pp
(99.7)
(0.5) pp
(million euros)
EBITDA
ORGANIC EBITDA (including use of the risk provision for onerous contracts)
- Use of the risk provision for onerous contracts to cover the negative margin
ORGANIC EBITDA (excluding use of the risk provision for onerous contracts)
Fixed
Total TIM Retail accesses (thousands)
of which NGN (1)
Total TIM Wholesale accesses (thousands)
of which NGN
Active Broadband accesses of TIM Retail (thousands)
Consumer ARPU (€/month) (2)
Broadband ARPU (€/month) (3)
12/31/2022
8,290
5,417
7,525
5,171
7,443
28.3
35.6
12/31/2021
8,647
5,186
7,729
4,819
7,733
30.1
33.4
(1) Ultrabroadband access in FTTx and FWA mode, also including “data only” lines and GBE (Gigabit Ethernet).
(2) Revenues from organic Consumer retail services in proportion to the average Consumer accesses.
(3) Revenues from organic Broadband services in proportion to the average active TIM retail Broadband accesses.
2022
3,519
4,174
(346)
3,828
12/31/2020
8,791
4,432
7,974
4,220
7,635
33.0
31.3
Report on operations
of the TIM Group
Financial and Operating Highlights of the BUs of the TIM
Group
Domestic Business Unit
23
Mobile
Lines at period end (thousands)
of which Human
Churn rate (%) (4)
Broadband users (thousands) (5)
Retail ARPU (€/month) (6)
Human ARPU (€/month) (7)
12/31/2022
30,407
18,438
13.3
12,577
7.1
11.5
12/31/2021
30,466
19,054
14.7
12,783
7.5
11.7
12/31/2020
30,170
19,795
18.6
12,818
8.0
12.1
(4) Percentage of total lines that ceased in the period compared to the average number of total lines.
(5) Mobile lines using data services.
(6) Revenues from organic retail services (visitors and MVNO not included) compared to the total average number of lines.
(7) Revenues from organic retail services (visitors and MVNO not included) compared to the average number of human lines.
Revenues
Domestic Business Unit revenues amounted to 11,858 million euros, down 647 million euros (-5.2%)
compared to 2021. In organic terms, they reduce by 685 million euros (-5.5% on 2021).
Revenues from stand-alone services come to 10,799 million euros (-384 million euros compared to 2021, -
3.4%) and suffer the impact of the competition on the customer base, as well as a reduction in ARPU levels; in
organic terms, they drop by 422 million euros compared to 2021 (-3.8%).
In detail:
■
■
revenues from stand-alone Fixed market services amounted to 8,276 million euros in organic terms, with
a negative change with respect to 2021 (-3.8%%) mainly due to the decrease in accesses and ARPU levels
and the presence in 2021 of non-repeatable transactions on the Wholesale segment, partly offset by the
growth in revenues from ICT solutions (+308 million euros compared to 2021, +22.7%);
revenues from stand-alone Mobile market services came to 3,060 million euros (-91 million euros on
2021, -2.9%), mainly due to the reduction in the customer base connected with Human lines and ARPU
levels.
Revenues for Handset and Bundle & Handset, including the change in work in progress, are equal, in organic
terms, to 1,059 million euros in 2022, a decrease of 263 million euros compared to 2021, for the most part
attributable to the Fixed Retail segment.
Note that revenues for 2022 include approximately 50 million euros relating to a portion of the commercial
agreement signed in 2022 by TIM and FiberCop with Open Fiber, which requires Open Fiber to purchase from
FiberCop, in the so-called white areas, the right of use (IRU) for overhead infrastructure and access
connections to the customer's home.
Details of revenues for the fourth quarter and year of 2022 for the Domestic Business Unit are presented in the
following table, broken down by customer/business segment and compared to the fourth quarter and year of
2021.
(million euros)
4th Quarter
2022
4th Quarter
2021
2022
2021
% Change
(a)
(b)
(c)
(d)
(a/b)
(c/d)
Revenues
Consumer
Business
Wholesale National Market
Wholesale International Market
Other & Eliminations
3,185
1,183
1,198
489
269
46
3,224
1,286
1,136
508
289
5
11,858
4,736
4,144
1,948
992
38
(1.2)
(8.0)
5.5
(3.7)
(6.9)
(5.2)
(10.0)
0.6
(7.6)
(1.6)
12,505
5,263
4,117
2,107
1,008
10
organic
excluding
non-
recurring
(a/b)
(1.6)
(8.0)
5.5
(3.7)
(9.4)
organic
excluding
non-
recurring
(c/d)
(5.5)
(10.0)
0.6
(7.6)
(4.7)
As regards the market segments of the Domestic Business Unit, note the following changes compared to 2021:
■ Consumer (the segment consists of all Fixed and Mobile voice and Internet services and products managed
and developed for individuals and families and of public telephony, caring and the administrative
management of customers; it includes the company TIM Retail, which coordinates the activities of its stores):
in organic terms, the revenues of the Consumer segment totaled 4,736 million euros (-527 million euros
compared to previous year, -10.0%) and show a trend, compared to 2021, affected by the challenging
competition. The trend seen in total revenues also applied to revenues from services, which amounted to
4,231 million euros, down by 339 million euros compared to 2021 (-7.4%).
Report on operations
of the TIM Group
Financial and Operating Highlights of the BUs of the TIM
Group
Domestic Business Unit
24
In particular:
•
•
revenues from Mobile services totaled, in organic terms, 1,885 million euros (-120 million euros, -6.0%
compared to 2021). The impact of the competitive dynamic remains, albeit with a lesser reduction of
the customer base calling; revenues from traffic are down due to the progressive reduction of
interconnection tariffs;
revenues from Fixed services totaled, in organic terms, 2,369 million euros (-231 million euros, -8.9%
compared to 2021), primarily due to lower ARPU levels and the smaller customer base, which in 2021
benefited from government incentive programs such as voucher recognition for ISEE incomes below
20,000 euros. Growth in Ultrabroadband customers is highlighted.
Revenues for Handsets and Bundles & Handsets in the Consumer segment amounted to 505 million
euros, down 188 million euros compared to 2021 (-27.1%); the difference is mainly due to the end of the
phase 1 voucher program, with a reduction of sales of PCs and Tablets.
■ Business (the segment consists of voice, data, and Internet services and products, and ICT solutions
managed and developed for small and medium-size enterprises (SMEs), Small Offices/Home Offices
(SOHOs), Top customers, the Public Sector, Large Accounts, and Enterprises in the Fixed and Mobile
telecommunications markets. The following companies are included: Olivetti, TI Trust Technologies, Telsy
and the Noovle Group): in organic terms, revenues for the Business segment amounted to 4,144 million
euros (+27 million euros compared to 2021, +0.6%, of which +2.7% for revenues from the stand-alone
services component). In particular:
•
•
total Mobile revenues showed an organic performance in line with 2021 as did revenues from stand-
alone services;
total Fixed revenues changed by +27 million euros compared to 2021 (+0.8%); revenues from services
grew by +3.4%, mainly driven by the increase in revenues from ICT services.
■ Wholesale National Market (the segment consists of the management and development of the portfolio of
regulated and unregulated wholesale services for Fixed-line and Mobile telecommunications operators in the
domestic market and MVNOs. The following companies are included: TI San Marino and Telefonia Mobile
Sammarinese): the Wholesale National Market segment revenues in the year 2022 reached 1,948 million
euros, down by 159 million euros (-7.6%%) compared to 2021, with a negative performance mainly driven
by the presence, in 2021, of non-repeatable transactions.
■ Wholesale International Market (includes the activities of the Telecom Italia Sparkle group, which operates
in the market for international voice, data and Internet services for fixed and mobile telecommunications
operators, ISPs/ASPs (Wholesale market) and multinational companies through its own networks in the
European, Mediterranean and South American markets): revenues for 2022 in the Wholesale International
Market came to 992 million euros, down compared to 2021 (-16 million euros, -1.6%), mainly due to the
decrease in one-offs compared to 2021. The mix of revenues records a growth in recurring data revenues
(with high margins) flanked by a strategy seeking to rationalize voice revenues.
■ Other: includes:
• Other Operations units: covering technological
innovation and development, engineering,
construction and operating processes for network infrastructures, IT, systems and properties;
• Staff & Other: services provided by the Staff Departments and other support activities carried out by
minor companies.
EBITDA
Domestic Business Unit EBITDA for 2022 totaled 3,519 million euros (-211 million euros compared to 2021, -
5.7%), with an EBITDA margin of 29.7% (-0.1 percentage points compared to 2021).
Organic EBITDA, net of the non-recurring items, amounted to 4,174 million euros (-698 million euros
compared to 2021, -14.3%). In particular, EBITDA for 2022 was impacted by non-recurring items in the amount
of 655 million euros, whilst the year 2021 reflected a total impact of 1,137 million euros referring to non-
recurring items, of which 26 million euros related to the COVID-19 emergency in Italy.
Organic EBITDA, net of the non-recurring items, is calculated as follows:
(million euros)
2022
2021
Changes
EBITDA
Foreign currency financial statements translation effect
Non-recurring expenses (Income)
ORGANIC EBITDA - excluding non-recurring items
3,519
655
4,174
absolute
(211)
(5)
(482)
(698)
3,730
5
1,137
4,872
%
(5.7)
(14.3)
EBITDA in the fourth quarter of 2022 was 878 million euros, (+527 million euros compared with the
corresponding period of 2021).
Organic EBITDA excluding the use of the risk provisions for onerous contracts came to 3,828 million euros in
2022.
Regarding the dynamics for the main items, the following are worthy of note:
Report on operations
of the TIM Group
Financial and Operating Highlights of the BUs of the TIM
Group
Domestic Business Unit
25
(million euros)
Acquisition of goods and services
Employee benefits expenses
Other operating expenses
In particular:
2022
5,697
2,868
444
2021
5,534
2,703
1,211
Change
163
165
(767)
■ Other income amounted to 196 million euros with a decrease of 63 million euros compared to 2021:
(million euros)
Late payment fees charged for telephone services
Recovery of employee benefit expenses, purchases and
services rendered
Capital and operating grants
Damages, penalties and recoveries connected with litigation
Estimate revisions and other adjustments
Income for special training activities
Other income
Total
2022
26
13
36
37
68
1
15
196
2021
29
13
26
26
73
67
25
259
Change
(3)
—
10
11
(5)
(66)
(10)
(63)
■ Acquisition of goods and services amounted to 5,697 million euros with an increase of 163 million euros
compared to 2021:
(million euros)
Acquisition of goods
Revenues due to other TLC operators and interconnection
costs
Commercial and advertising costs
Professional and consulting services
Power, maintenance and outsourced services
Lease and rental costs
Other
Total acquisition of goods and services
% of Revenues
2022
994
1,175
1,031
137
1,203
531
626
5,697
48.0
2021
1,154
1,258
856
162
943
459
702
5,534
44.3
Change
(160)
(83)
175
(25)
260
72
(76)
163
3.7
■ Employee benefits expenses amounted to 2,868 million euros with an increase of 165 million euros
compared to 2021. The same dynamics already described in the information given on the consolidated
operating performance impacted this performance too.
■ Other operating expenses amounted to 444 million euros with a decrease of 767 million euros compared
to 2021:
(million euros)
Write-downs and expenses in connection with credit
management
Provision charges
TLC operating fees and charges
Indirect duties and taxes
Penalties, settlement compensation and administrative fines
Subscription dues and fees, donations, scholarships and
traineeships
Sundry expenses
Total
2022
2021
Change
120
106
44
86
25
11
52
444
219
676
43
82
127
11
53
1,211
(99)
(570)
1
4
(102)
—
(1)
(767)
Report on operations
of the TIM Group
Financial and Operating Highlights of the BUs of the TIM
Group
Domestic Business Unit
26
Other operating expenses for 2022 include a non-recurring item of 78 million euros, referring mainly to
disputes, transactions, expenses connected with regulatory sanctions and expenses related to agreements
and the development of non-recurring projects.
Note that Write-downs and expenses in connection with credit management shows a reduction of 99 million
euros compared with 2021.
The non-recurring items of 2021, amounting to 735 million euros, mainly referred to regulatory disputes and
related liabilities and to liabilities with customers and/or suppliers.
EBIT
Domestic Business Unit EBIT for 2022 totaled 24 million euros (+4,014 million euros compared to 2021), with
an EBIT margin of 0.2% (-31.9% in 2021).
Organic EBIT, net of the non-recurring items, amounted to 679 million euros (-589 million euros compared to
2021, -46.5%), with an EBIT margin of 5.7% (a reduction of -4.4 percentage points compared to the 10.1% of
2021).
Organic EBIT, net of the non-recurring items, was calculated as follows:
(million euros)
Changes
2022
2021
EBIT
Non-recurring expenses (Income)
ORGANIC EBIT - excluding non-recurring items
24
655
679
(3,990)
5,257
1,268
absolute
4,014
(4,602)
(589)
%
(46.5)
EBIT for the fourth quarter of 2022 was negative for -16 million euros (4,621 million euros in the fourth quarter
of 2021).
Report on operations
of the TIM Group
Financial and Operating Highlights of the BUs of the TIM
Group
Domestic Business Unit
27
Brazil
(million euros)
2022
2021
(million Brazilian reais)
2022
2021
Revenues
EBITDA
% of Revenues
EBIT
% of Revenues
Headcount at year end (number)
(a)
3,963
1,839
46.4
593
15.0
(b)
2,840
1,362
48.0
473
16.7
(c)
21,531
9,993
46.4
3,236
15.0
9,395
(d)
18,058
8,661
48.0
3,010
16.7
9,325
Changes
absolute
%
(c-d)
3,473
1,332
226
70
(c-d)/d
19.2
15.4
(1.6) pp
7.5
(1.7) pp
0.8
% organic
excluding
non-
recurring
19.2
16.4
(1.2) pp
10.4
(1.3) pp
The average exchange rates used for the translation into euro (expressed in terms of units of Real per 1 euro) were 5.43993 for 2022 and 6.35936 for
2021.
(million euros)
(million Brazilian reais)
4th Quarter
2022
4th Quarter
2021
4th Quarter
2022
4th Quarter
2021
(a)
1,083
524
48.5
184
17.1
(b)
761
385
50.6
158
20.8
(c)
5,825
2,824
48.5
994
17.1
(d)
4,799
2,429
50.6
999
20.8
Changes
absolute
%
(c-d)
1,026
395
(5)
2022
62,485
26.1
(c-d)/d
21.4
16.3
(2.1) pp
(0.5)
(3.7) pp
2021
52,066
26.4
% organic
excluding
non-
recurring
21.4
16.9
(1.9)pp
1.4
(3.5) pp
Revenues
EBITDA
% of Revenues
EBIT
% of Revenues
Lines at period end (thousands) (*)
Mobile ARPU (reais)
(*) Includes corporate lines.
The Brazil Business Unit (TIM Brasil group) provides mobile 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.
Acquisition of the Oi Group mobile business
On April 20, 2022, TIM S.A. (Brazilian subsidiary of the TIM Group), Telefônica Brasil S.A. and Claro S.A., after
having fulfilled the conditions established by the Conselho Administrativo de Defesa Econômica (CADE) and
the Agência Nacional de Telecomunicações (ANATEL), concluded the acquisition of the mobile telephone
assets of Oi Móvel S.A. - Em Recuperação Judicial.
With the conclusion of the transaction, TIM S.A. now holds 100% of the share capital of Cozani RJ
Infraestrutura e Rede de Telecomunicações S.A. ("SPE Cozani"), a company that corresponds to part of the
assets, rights and obligations of Oi Móvel acquired by the company.
In September 2022, TIM S.A. and the other buyers of the Oi Móvel mobile telephone assets had identified
differences in the assumptions and calculation criteria that, under the terms of the Share Purchase Agreement
and Other Covenants (“SPA”), justify a proposal to change the Adjusted Closing Price (“ACP”) by TIM S.A. of
approximately 1.4 billion reais. In addition to differences relating to the Adjusted Closing Price, others have also
been identified relating to the contracts of Cozani (the company into which the business unit corresponding to
TIM S.A.’s share of the assets, rights and obligations of the Oi Móvel mobile telephone business, flowed) with
companies supplying mobile infrastructure services (site/tower rental), which, under the terms of the SPA, give
rise to indemnity by the Seller in TIM S.A.’s favor, of approximately 231 million reais. As a result of the
differences found, TIM S.A. retained an amount of 634 million reais (671 million reais at December 31, 2022).
In October 2022, considering the Seller’s express violation of the dispute resolution mechanisms provided for in
the SPA, TIM S.A. communicated that the Buyers had no other alternative but to file an arbitration procedure
with the Market Arbitration Chamber (Câmara de Arbitragem do Mercado) of B3 S.A. - Brasil, Bolsa, Balcão
against the Seller to determine the effective amount of the adjustment to the Adjusted Closing Price, in
accordance with the SPA.
Report on operations
of the TIM Group
Financial and Operating Highlights of the BUs of the TIM
Group
Brazil Business Unit
28
Additionally, in October 2022, the 7th Business Court of the Judicial District of Rio de Janeiro handed down a
preliminary decision, determining the deposit in court by the Buyers of approximately 1.53 billion reais – of
which approximately 670 million reais by TIM S.A. – in an account linked to the court-ordered reorganization
process of Oi, where it will be safeguarded until a later decision by the arbitration court.
Further details are provided in the Note “Disputes and pending legal actions, other information, commitments
and guarantees” to the Consolidated Financial Statements at December 31, 2022 of the TIM Group.
Revenues
Revenues for 2022 of the Brazil Business Unit (TIM Brasil group) amounted to 21,531 million reais (18,058
million reais in 2021, +19,2%). Excluding revenues from the mobile business of the Oi Group (Cozani, acquired
on April 20, 2022) revenues for the year 2022 are 20,759 million reais.
The acceleration has been determined by service revenues (20,829 million reais vs 17,497 million reais in 2021,
+19.0%) with mobile service revenues growing 19.8% on 2021. This performance is mainly related to the
continuous recovery of the pre-paid and post-paid segments. Revenues from fixed services have grown by
7.6% compared to 2021, determined above all by the growth rate of TIM Live.
Revenues from product sales totaled 702 million reais (561 million reais in 2021).
Revenues in the fourth quarter of 2022 totaled 5,825 million reais, increased by 21.4% on the fourth quarter of
2021 (4,799 million reais). Excluding the revenues of Cozani, revenues of the fourth quarter of 2022 grew by
1,204 million reais (25.1%).
Mobile ARPU for 2022 was 26.1 reais (26.4 reais in 2021). The reduction is connected with the acquisition of the
Oi Group customer base.
Total mobile lines in place at December 31, 2022 amounted to 62.5 million, +10.4 million compared to
December 31, 2021 (52.1 million), mainly following the acquisition of the Cozani customer base. This overall
increase came from the pre-paid segment (+6.0 million), and the post-paid segment (+4.4 million) and
connected with the acquisition of the Oi Group customer base. Post-paid customers represented 43.6% of the
customer base as of December 31, 2022 (43.9% at December 2021).
The TIM Live Broadband business recorded net positive growth on December 31, 2022 in the customer base of
31 thousand users compared to December 31, 2021. In addition, the customer base continues to be
concentrated on high-speed connections, with more than 50% exceeding 100Mbps.
EBITDA
EBITDA in 2022 was 9,993 million reais (8,661 million reais in 2021, +15.4%) and the margin on revenues
amounted to 46.4% (48.0% in 2021).
EBITDA in 2022 reflects the non-recurring charges of 128 million reais mainly related to the development of
non-recurring projects and the corporate reorganization processes.
Organic EBITDA, net of the non-recurring items, increased by 16.4% and was calculated as follows:
Changes
(million Brazilian reais)
2022
2021
EBITDA
Non-recurring expenses (income)
ORGANIC EBITDA - excluding non-recurring items
9,993
128
10,121
8,661
36
8,697
absolute
1,332
92
1,424
%
15.4
16.4
The increase of EBITDA is due to the greater revenues as well as the consolidation of Cozani (579 million reais).
The relative margin on revenues, in organic terms, comes to 47.0% (48.2% in 2021).
EBITDA for the fourth quarter of 2022, amounted to 2,824 million reais, up 16.3% compared to the fourth
quarter of 2021 (2,429 million reais).
Net of non-recurring charges, the margin on revenues for the fourth quarter of 2022 was 49.1% (50.9% in the
fourth quarter of 2021).
The changes in the main cost items are shown below:
Acquisition of goods and
services
Employee benefits expenses
Other operating expenses
Change in inventories
(million euros)
2022
(a)
1,562
311
367
(6)
2021
(b)
1,037
237
282
7
(million Brazilian reais)
2022
(c)
8,490
1,690
1,992
(34)
2021 Change
(d)
(c-d)
6,592
1,506
1,798
44
1,898
184
194
(78)
Report on operations
of the TIM Group
Financial and Operating Highlights of the BUs of the TIM
Group
Brazil Business Unit
29
EBIT
EBIT for 2022 was 3,236 million reais (3,010 million reais in 2021 +7.5%).
Organic EBIT, net of the non-recurring items, in 2022 amounted to 3,364 million reais (3,046 million reais in
2021), with a margin on revenues of 15.6% (16.9% in 2021).
Organic EBIT, net of the non-recurring items, is calculated as follows:
(million Brazilian reais)
EBIT
Non-recurring expenses (income)
ORGANIC EBIT - excluding non-recurring items
2022
3,236
128
3,364
2021
3,010
36
3,046
Changes
absolute
226
92
318
%
7.5
10.4
The EBIT of the fourth quarter of 2022 totaled 994 million reais (999 million reais in the fourth quarter of 2021).
Net of non-recurring charges, the margin on revenues for the fourth quarter of 2022 was 17.6% (21.1% in the
fourth quarter of 2021).
Report on operations
of the TIM Group
Financial and Operating Highlights of the BUs of the TIM
Group
Brazil Business Unit
30
MAIN COMMERCIAL DEVELOPMENTS
Domestic
Launch of a new brand positioning
In 2022, TIM launched a brand positioning change: today, the new “destinies cross paths” format tells us how
the strength of human connections and TIM technologies foster the dreams of great Italian endorsers. The
new format has already won two important industry prizes.
Renewal of the value proposition with focus on the evolution of
technology and quality of service, focus on strategic segments and
sustainability
First on the market to launch fiber at 10Gbps
Development of 5G in more than 350 cities
Drive on convergence, with cross benefits for TIM’s fixed and/or mobile customers
New TIM Power portfolios offering fiber and 5G with security and assistance services
Launch of WIFI calling service
Consumer
In 2022, TIM continued its development of the network and new generation services, launching, after a one-
year trial period, as the first operator in Italy to do so and among the first in Europe, a commercial service that
takes FTTH fiber connections, offering high performance of up to 10 Gigabits per second, to homes, thanks to
XGS-PON technology (10 Gigabit capable Symmetric Passive Optical Network).
The TIM WiFi Power All Inclusive offer yields not only speeds of up to 10 Gigabits but also the very best
technology thanks to the TIM 10Gbit modem that assures a powerful, stable, secure connection in all areas of
the home and dedicated assistance for an extremely high-level browsing experience. The offer flanks the other
offers of the new TIM WiFi Power portfolio, Smart and Top with speeds of 2.5Gbit in download, launched in
June.
TIM has continued to develop the fixed UBB market, also with FWA technology, in a logic that complements
FTTx technologies to cover the areas not yet serviced. In 2022, the FWA offer was updated with strengthened
connection performance and speeds of up to 100 Mega in download and up to 50 Mega in upload and with the
launch of a new subscription offer called TIM WiFi Power FWA. The FWA offer is also available as pay-as-you-
go, with speeds of up to 40 Mega.
Throughout 2022, TIM continued to support the adoption of new fiber technology with offers for ADSL
customers already covered by the FTTCab and FTTH service to upgrade to the new technology without
additional costs and leveraging on new offer content different to that of the market and, in particular, on the
TIM Per TE Casa offer, dedicated to the Customer Base.
For Mobile, in 2022 TIM continued to support the development of Ultrabroadband, consolidating 4G and
developing 5G in more than 350 cities with speeds of up to 2 Gigabits per second. In 2022, TIM also completed
the switch off of the 3G network, making it possible to focus on investments in 4G and 5G technologies, which
are more energy efficient and higher performing in terms of the quality of service offered to its customers.
Technological leadership means a competitive edge for TIM, which is fundamental for making it mark in a
highly competitive market. Exploiting the distinctive quality of the network, TIM has been able to continue its
“value” strategy, maintaining a premium position on the market, as borne out by the launch of the new TIM
5G Power offer.
TIM’s smartphone portfolio has also focused on 5G, further increasing the incidence of 5G products and
extending 5G to include medium and medium-low range products with prices to the public of less than 200
euros.
■ Thanks to the partnership between TIM and Santander Consumer Bank S.p.A. for the offer of a consumer
credit platform dedicated to TIM's customers (through the Joint Venture TIMFin), TIM has successfully
optimized its management of working capital and improved its credit risk management. TIM Mobile
customers can buy products with payments by installments simply by activating a loan with TIMFin, as
well as being able to access personalized, transparent financial and insurance solutions.
The TIM distribution network, which has an agreement with TIMFin, includes around 3 thousand dealers
and more than 5 thousand points of sale (PoS) and offers capillary coverage across the country. It is mainly
involved in financing smartphones, which customers pay for by installments and in offering insurance
products that are ancillary to the sale of smartphones.
The TIMFin financing process is completely digital, through the use of OCR (Optical Character Recognition)
tools, scoring algorithms to automatically assess customers, digital signature, OTP (One-Time-Password)
to formalize contracts electronically and completely paperless documentation, so as to assure a quicker
response to applications for financing and the best customer experience possible. The IT solution is entered
into the information system that TIM makes available to its distribution network.
Report on Operations of the
TIM Group
Commercial Developments
32
In short, the main data of TIMFin:
– an approximate total of 369 thousand loans were granted in 2022 for the purchase of devices,
worth an equivalent of approximately 243 million euros (+41% on 2021);
– a total of 1,269 personal loans were granted in 2022, worth an equivalent of approximately 13
million euros.
As regards insurance distribution, together with the consolidation of “TIMFin Assicura Prestito” and
“TIMFin Assicura Spesa”, starting March, in collaboration with Assurant, “TIMFin Assicura Smartphone” was
launched as ancillary insurance coverage to smartphone sales, covering smartphone repair or replacement
in the event of accidental damage and/or theft.
In 2022, TIMFin placed a total of 11,955 policies for an equivalent value of approximately 3.4 million euros in
premiums collected.
In 2022, TIM continued to support the optimization and growth of the convergent customer with cross offers
and benefits for TIM’s fixed and/or mobile customers, both through the TIM UNICA offer and with targeted
convergent promotions.
With TIM Unica the advantages of being a TIM customer, both on fixed and on mobile, are strengthened:
unlimited gigabytes gifted each month to the family, discounts on mobile offers of the TIM 5G POWER portfolio
and on TV offers (e.g. TimVision promotion with Disney+, offering 3 months free), Local promotion for pushing
fiber in critical areas (e.g. the Milan promotion). In addition, May 2022 saw the launch of the Fixed and Mobile
promotion to increase new accesses.
Within the Consumer offers for the Family segment, in June 2022, TIM WiFi Power TV was launched, the
range of offers whereby Fiber is commercially combined with other packages of TimVision content, offered up
in special promotions. Again in June 2022, the convergent TIM WiFi +5G Power offer was launched, for families
wanting to browse without limits and with ultra-fast fiber and TIM’s 5G.
Additional offers were launched during the year for the under-30s, with the TIM WiFi Special Young offer and
low-income families, with the Bonus Famiglia offer (for families with ISEE income of less than €20,000), in
view of the closure of the government initiative linked to the vouchers.
In addition, in order to guarantee a distinctive position, TIM has continued to promote and improve its portfolio
of digital services, such as: TIM PEC, SPID, Cloud Service in partnership with Google, TIM One Number, Smart
mobility and TIM MyBroker. In addition, in December, TIM launched the new WiFi calling service that makes it
possible to talk using a smartphone where there is a lack of mobile coverage, using TIM’s WiFi connection.
Small and Medium Business Segment
In 2022, TIM strengthened the positioning based on “connection strength” for the Small and Medium
Business Segment too, launching 10 Gbps fiber, the first to do so in the segment, also in the versions with a
Guaranteed Minimum Bandwidth, for companies with more sophisticated connectivity needs, for which the
new FWA (Fixed Wireless Access) connectivity offer has also been launched in 5G technology in the 26 GHz
bandwidth (mmWave).
The fixed portfolio has also been revised, optimizing the premium quality of TIM services, both in terms of
assistance (problem solving in 1 day) and performance (FTTH 2.5G and 10G) and transparency of tariffs (zero
restrictions) and the Voucher offers were launched, dedicated to small and medium enterprises: both new
customers and those already in the customer base. The offers have been constructed to maximize the target
for disseminating fiber in Italy, thanks to business connectivity vouchers, available from March 2022, with an
amount that varies from 300 euros to 2,500 euros.
On mobile, the new 5G Power portfolio has been launched, with the aim of better conveying the quality of
the network and increasing the value of acquisitions, exploiting a range of appealing contents that can satisfy
the new demands of business customers in an increasingly competitive market.
Reinforcement of commercial oversight of the most valuable customers with an increase in the number of
customers managed in the caring portfolio and development of a dedicated caring model.
Consolidation of the stores channel as a commercial Touch Point for VAT-registered small traders.
Development of specific content for the TIM Business digital channel in order to increase the acquisitions of
solutions for fixed, mobile and ICT offer for the SOHO market. Development of on-line services dedicated to
customers on apps and the web.
Sustainability
TIM confirms its attention paid to the environmental impact with various initiatives, such as the sale of
regenerated smartphones, exclusively Class A +, to guarantee the end customer top quality (only original
spare parts) but minimizing accessories and packaging materials, as well as continuing to market “half card”
SIMs (half the normal SIM card) and using recycled plastic for card carriers, thereby saving approximately 14
tons of plastic a year.
The “TIM Next” loyalty program for the Consumer segment continues, offering customers the chance to
replace their smartphones with a new model, at the same time encouraging the collection and recycling of
used smartphones, which are thus inserted into a correct regeneration cycle.
On the small and medium business (SMB) market, sales continue of reconditioned smartphones, to meet the
needs of business customers looking to make sustainable purchases without renouncing performance and
quality. Reconditioned products stand out for having the highest degree of reconditioning (first class), a 24-
month warranty and a bundle pack with all-risk protection included in the price.
Report on Operations of the
TIM Group
Commercial Developments
33
Data driven management of the customer base with a focus on quality
and the customer experience
TIM conquers leadership of the Market Share Customer Base FTTH
One of the pillars of the TIM strategy is the optimization of the customer base, applying a data driven logic,
with the target of revenue maximization. To this end, a transformation project is in progress for the
construction of a fully-automated CVM platform based on machine learning algorithms and artificial
intelligence to optimize investments and increase the effectiveness of the commercial actions.
Consumer
In 2022, CVM actions focused in particular on Convergence and cross selling:
■ Launch of cross-selling campaigns on the TIM Mobile Only customer base with a focus on TIM Unica to
increase penetration of the convergent customer base and churn prevention plans with targeted offers on
the customer mobile line: 1.5 Mn TIM Unica Customers;
■ NMP loyalty campaigns intended for specific fixed only customer targets with the aim of preventing churn;
■
Increase in the CB FTTH Action Plan dedicated to the technological upgrade of the customer base, with
customized campaigns according to the value and needs of the customer.
Small and Medium Business Segment
The 2022 actions for the small and medium-sized enterprises have been carried out on micro clusters defined
according to the analysis of the needs of customers through the cross-matching of internal data and external
databases and focused on:
■ government push vouchers to facilitate the technological upgrade towards TIM’s fiber in particular towards
the FTTH.
■ Upselling of payment options with additional gigabytes on mobile.
■ Cross selling of fixed and mobile for a push on convergence.
■ Push services on IT and VoIP differentiated by product category segment and needs.
■ Prevention of higher value customers at risk, identified with the enrichment of data driven predictions.
The CVM platform has been strengthened to increase the effectiveness of the campaigns: the integration
process has been completed with all channels in particular with the two channels (agencies and stores) that
have significantly increased actions on the CB. Clustering instruments have been refined to improve control of
the ARPU and optimize the economic results of the campaigns. New campaign monitoring instruments have
been developed to guarantee the constant fine-tuning of selling and clusters.
Digital services: new content delivery model, turnkey ICT solutions and
new innovative services
Consumer
In 2022 too, a key role in support of TIM’s positioning is played by the important drive on contents with the
consolidation of the partnerships with Disney+ and Netflix for entertainment and with DAZN and Infinity+ for
Football and Sports, above all Serie A TIM and UEFA Champions League.
TimVision is today the main aggregator of sports and entertainment content with the most complete and
competitive offer on the Italian television market, also thanks to its partnerships with the main operators of the
national and international market.
In order to strengthen and complete the commercial offer of TimVision, in August 2022, another important
partnership was launched with Amazon, which made it possible for customers to add Amazon Prime to the
TimVision offer (an add-on in exchange for payment).
Again with a view to the evolution of TimVision, the November start of the migration of the TimVision
technological platform towards My canal, must be considered, which aims to guarantee, in line with European
best practices, the very best experience of use and vision of contents for the end customer.
Small and Medium Business
On ICT, we have continued to work on the consolidation of the four areas that cover the main needs of the
segment, starting from Information Security, through to collaboration, IoT and the cloud, intended as
computing capacity as well as storage, data backup and the adoption of SaaS solutions. This has been
achieved through a simplification of the sales processes and an extension of the portfolio with solutions that
are increasingly tailored to the needs of SMEs.
Expansion of the ICT offer through advanced connectivity solutions (VoIP) and partnerships with major
market players.
Brazil
2022 was marked by the success of the 5G launch and TIM has confirmed its leadership in coverage with the
new technology. The integration of Oi, with the migration of customers and integration of the network, is also
an important result. Consequently, the company was able to sustain a solid growth rate in mobile revenues
despite the macroeconomic challenges. As regards fixed solutions, TIM is focusing on a massive migration of
customers from FTTC to FTTH to maximize their experience and profitability. Additionally, non-core initiatives,
both in IoT and digital services, grew in terms of number of partnerships and contribution to our results.
Report on Operations of the
TIM Group
Commercial Developments
34
■ Marketing and brand positioning: we have strengthened the credibility of our brand, supporting the social
development and digitization of Brazil, while at the same time strengthening the specificity of the network
quality. We have used our results in developing the network - TIM was the first operator to cover 100% of
the country’s municipalities and has become leaders in 5G coverage - as essential elements of our
communication to customers and stakeholders in general. TIM has also played a cutting-edge role in
innovation in recent years and will continue to guide innovation through contents and partnerships, like
those with Deezer and Amazon Prime Video and the sponsorship of Rock in Rio, the world's largest music
festival, to strengthen the tie of the TIM brand with music and entertainment. We also developed many
initiatives to solidify our institutional positioning, including the ESG agenda in the company strategy.
■ Mobile offers: to accelerate growth beyond connectivity we continue scale up partnerships leveraging our
user base and key assets to expand new businesses. We aim to become Brazil’s favorite telco and have
developed different offers for all segments. TIM has the best prepaid offer of Brazil, which through the
musical streaming service DeezerGo and Amazon Prime Video, combines music and video contents. In the
post-paid segment, we have continued to work on the consolidation of our position as innovators and were
the first telco in Brazil to launch a free WiFi service during flights for TIM Black customers, thanks to an
innovative partnership with the airlines Gol and LATAM.
■ Customer Experience: we are constantly working to improve our customer experience and satisfaction
through the use of technology. In this regard, the evolution of AI solutions and our digital channels are key.
In the 2022 Perceived Quality and Satisfaction survey run by Anatel (National Telecommunication Agency)
TIM Brasil remained in first place in the classification of mobile services and was rewarded with the
Reclame Aqui RA 1000 certificate for excellence in customer service. The quality of our network was also
recognized by Ookla Speedtest ranking, as TIM was appointed the best video and video conference
experience while having the highest 4G availability.
■ Sales channels: we maintained our focus on channel productivity, segmentation, and quality of sales.
During 2021, we remodeled our digital channels while reorganizing our structure to increase focus on e-
commerce and in-app purchases. In 2022, TIM created a sales app for independent retailers; through the
app, TIM + Vendas, independent retailers, can register with the app to re-sell SIMs and top-ups of the
company, thereby securing additional income.
■ Residential market: in 2022, we are focusing on a massive migration of customers from FTTC to FTTH to
maximize their experience and profitability, at the same time also consolidating the asset-light model to
expand our presence through partnerships with neutral networks like I-Systems.
■ Corporate: we consolidated our “Leaders with Leaders” strategy in agribusiness and launched the first IoT
marketplace for B2B in Brazil by promoting IoT solutions through partnerships. In addition, we launched
the FCA partnership for connected cars and for industry and mining we are developing a private LTE
solution for business-critical use case management. In 2022, TIM pursued new opportunities to become a
complete vertical orchestrator, such as, for example, monitoring and managing company fleets and smart
lighting, meter reading and distribution automation solutions.
Report on Operations of the
TIM Group
Commercial Developments
35
MAIN CHANGES IN THE REGULATORY
FRAMEWORK
Domestic
In this section we report the main changes in the regulatory framework in 2022 in the Domestic region.
As regards the Antitrust proceedings, 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, 2022.
European regulations
Intra-European roaming regulation
The new Roaming Regulation 2022/612, which came into force on July 1, 2022, extends the advantages of
roaming at national tariffs to European travelers within the European Union (Roam Like At Home) through to
2032 and introduces additional advantages and protection for consumers:
■ quality of service: roaming providers shall be obliged to offer the same quality of service in roaming as is
available nationally, if the same conditions are available on the network in the destination country;
■ better access to and free emergency services;
■ greater transparency regarding costs of added-value services;
■ greater transparency regarding the costs of roaming on non-terrestrial mobile networks (ships and
aircraft).
In addition, a further reduction is envisaged of the wholesale maximums to guarantee sustainability for
operators:
voice €cent/min
SMS €cent/SMS
data €cent/GB
2022
2023
2024
2025
2026
2027
2.2
0.4
2
2.2
0.4
1.8
2.2
0.4
1.55
1.9
0.3
1.3
1.9
0.3
1.1
1.9
0.3
1
The European Commission should also assess the measures relating to intra-EU communication (calls and
SMSs from one’s own country to another Member State) and verify if, and to what extent, the maximums
should be reduced to protect consumers after 2024.
2030 Policy Program “Path to the Digital Decade”
On December 19, 2022, Decision (EU) 2022/2481 of December 14, 2022 was published in the Official Journal of
the European Union, instituting the strategic program for the 2030 digital decade. The decision came into force
on January 9, 2023.
The decision partly redefines the digital objectives of the Communication from the European Commission
COM(2021) 118 final of March 9, 2021 (the “Digital Compass” Communication):
■ A digitally skilled population and highly skilled digital professionals with the aim of achieving gender
balance: at least 80% of the population with basic digital skills and 20 million ICT specialists employed in
the EU;
■ secure, resilient, performant, sustainable digital infrastructures: in particular, the aims of Gigabit coverage
to the termination point for all end-users of fixed networks and coverage of all inhabited zones with next
generation, high-speed wireless networks offering performance at least equivalent to 5G and to install at
least 10,000 peripheral nodes with zero climate impact and that are highly secure, distributed in such a
way as to guarantee access to low latency data services (a few milliseconds) wherever the enterprises are
located;
■ digital transformation of businesses: at least 75% of businesses use cloud computing and/or big data
and/or artificial intelligence; basic digital intensity level for at least 90% of the SMEs and doubling up of the
number of unicorn (innovative) businesses;
■ digitalization of public services: 100% of online digital public services; 100% of citizens with access to the
electronic health files and digital identity.
The decision also envisages an annual cooperation mechanism with the Member States, which consists of:
■ a structured, transparent, shared monitoring system based on the Digital Economy and Society Index
(DESI) to measure progress made towards each of the 2030 objectives, a system of key performance
indicators (KPIs) is currently being defined by the Commission by enforcement deed;
■ an annual report on the status of the digital decade, in which the Commission will assess progress and
recommend actions;
■ strategic multi-annual roadmaps on the digital decade for each Member State, in which the policies
adopted or planned must be indicated, as well as the measures implemented in support of the 2030
objectives;
■ an annual structured framework to discuss and manage the areas with insufficient progress through
recommendations and commitments shared between the Commission and the Member States;
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■ a mechanism by which to support the implementation of multinational projects.
Guidance on state aid in the favor of Broadband networks
On December 12, 2022, the European Commission adopted the new guidelines on State aid for Broadband
networks (Communication C(2022) 9343 final), which revise the previous 2013 guidelines, in particular:
■ market failure is redefined for the fixed networks and can now exist where the market is unable to supply
and it is unlikely to supply end users with a speed of at least 1 Gbps in download/150 Mbps in upload. In
black areas (with at least two fixed networks and at least 100 Mbps), the aid may be authorized if none of
the networks present (or credibly planned) reach at least 300 Mbps in download;
■ specific guidelines are given for mobile networks, where a market failure can exist in areas where a mobile
network is not present or not credibly planned that can satisfy the needs of end users (including for specific
use cases). In the event of legal obligations (e.g. connected with rights to use the radio spectrum), aid may
be granted to cover only the additional costs linked to improving quality of service;
■ guidelines are introduced regarding state aid in support of demand (vouchers) divided up into two
categories: i) social vouchers intended for specific categories of users (e.g. low income) to acquire or
maintain a Broadband connection; ii) Internet connectivity vouchers, which may be designed for broader
categories of end users to incentivize demand, thereby excluding grants to maintain an existing service.
Digital Markets Act (DMA)
On October 12, 2022, the text of the Digital Markets Act (or “DMA”, Regulation (EU) 2022/1925 of the European
Parliament and of the Council of September 14, 2022 on contestable and fair markets in the digital sector and
amending Directives (EU) 2019/1937 and (EU) 2020/1828 (Digital Markets Act).
The new Regulation aims to guarantee more contestable, fairer digital markets through the regulation of the
main platforms managed by the gatekeepers (subjects with annual turnover in the European economic area in
excess of 7.5 billion euros or average market capitalization in excess of 75 billion euros, as well as providing a
platform service to at least 45 million end customers operating monthly and more than 10,000 business users
operating annually). The Regulation scope excludes the electronic communication services and networks
(other than those relating to interpersonal communication services regardless of the number).
Specific obligations and prohibitions are envisaged that the gatekeepers must observe to avoid incurring
sanctions (up to 10% of the global annual turnover).
The obligations assigned to gatekeepers include, for example, that of allowing commercial users to offer the
same products or services to end users through third party online intermediation services or their own online
direct sales channel at prices or conditions that differ from those currently offered through the online
intermediation services of the gatekeeper or that of allowing commercial users, free of charge, to
communicate and promote offers, including at different conditions, to end-users acquired through the
gatekeeper service or other channels and to stipulate contracts with the end users, regardless of whether or
not they use the services of the gatekeeper. There is also an obligation for gatekeepers to make their
interpersonal communication services interoperable via reference offers.
Prohibitions include, for example, self-preferencing of the products or services of the gatekeeper or the cross-
use of data of customers also acquired through the sale of third party services.
The DMA envisages a period of adjustment to the new rules that will last through to early 2024. Specifically,
the rules apply from May 2, 2023 with the Commission set to designate the gatekeepers for the first time in
September 2023 and the platforms indicated as gatekeepers must comply with the new obligations and
prohibitions laid down as from March 2024.
Digital Services Act (DSA)
On October 27, 2022, the text of the Digital Services Act (or “DSA”, Regulation (EU) 2022/2065 of the European
Parliament and of the Council of October 19, 2022 on a Single Market For Digital Services and amending
Directive 2000/31/EC (Digital Services Act). The new Regulation aims to create a harmonized framework on an
EU level of the specific obligations of diligence for certain intermediate service supplies, guaranteeing respect
for the rights of on-line service users residing in the EU, regardless of the supplier’s origin.
The addressees of the provision are suppliers of “Intermediate services” (“Mere conduit”, “Caching”, “Hosting”,
on-line intermediation platforms and large on-line platforms and search engines with more than 45 million
users operating monthly). Different, gradually increasing obligations are envisaged depending on the type and
size of the suppliers. The obligations envisaged include, for example, that of guaranteeing internal complaints
management systems, any amicable resolution of disputes, preferential management for “reliable reporters”,
measures against repeated abuse, the traceability of commercial operators and transparent annual reports.
Sanctions in the event of breach can be as high as 6% of turnover.
Most of the rules will apply starting February 17, 2024.
Network and Information System Directive (NIS2)
The new Directive 2022/2555 (NIS2), which replaces the current Directive 2016/1148 (NIS) came into force on
January 16, 2023 and should be transposed into national systems by October 17, 2024 to then apply from
October 18, 2024.
The NIS2 envisages an extension of the scope of application of these laws governing the security of networks
and computer systems, including on the one hand, sectors currently covered by other rules, which are
simultaneously abrogated (i.e. the security measures of electronic communication services and networks,
currently included in the European Electronic Communications Code) and, on the other, extending the rules to
new subjects (e.g. data centers, CDN, etc.).
The Directive maintains the obligation to adopt security measures that are commensurate to the risk, yet
introduces a series of minimum requirements, including security management of the procurement chain and
reviews the mandatory notification procedures of IT incidents.
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Sanctions in the event of breach can be as high as 2% of turnover.
The Directive also envisages the strengthening of the bodies and supervisory bodies on a Community level,
with the aim of improving collaboration to fight the global IT threat, thanks to the sharing of experience by
Member States.
Connectivity package
On February 23, 2023, the European Commission presented a package of regulatory initiatives aiming to
promote connectivity and, in particular, investments in the new Gigabit and 5G networks in order to help
achieve the Digital Compass 2030 objectives. The measures include:
■ Gigabit Recommendation: a draft new Recommendation regarding the regulatory approach (obligations
lying with the operator with Significant Market Power - SMP) which the national authorities should apply in
analyzing the fixed access markets to promote Gigabit connectivity. The Recommendation revises the
2010 NGA Recommendation and the Recommendation on the 2013 cost methodologies and non-
discrimination measures. The final adoption will take place following the BEREC opinion expected for April
2023.
■ Gigabit Infrastructure Act: a legislative proposal revising Directive 2014/61/EU on measures to reduce the
cost of deploying high-speed electronic communications networks (transposed by means of Italian
Legislative Decree no. 33/2016), which will become a Regulation named the “Gigabit Infrastructure Act”
(GIA). The GIA includes symmetrical measurements relating to the access to the existing infrastructures to
install elements of a Very High Capacity fixed and mobile network, to the access to the infrastructures and
internal verticals of the buildings, to the coordination of civil works and permits to carry out works to install
the networks.
■ Exploratory consultation on the future of the connectivity sector: questionnaire to obtain stakeholders’
opinions on the market and technological evolutions in progress and their impact on the electronic
communications sector. It also includes questions aiming to collect elements useful to assessing the
possibility of envisaging a fair contribution to investments in connectivity infrastructures by all market
players benefiting from the digital transformation.
Wholesale fixed-line markets
Fixed network access market analysis
The Resolution 348/19/CONS published on August 8, 2019 defines the obligations and economic conditions for
wholesale access services for the period 2018-2021.
In November 2020, AGCom concluded the preliminary reliability assessment of TIM’s voluntary separation
project for the creation of FiberCop (the Newco, controlled by TIM and in which KKR Infrastructure Fund and
Fastweb have an investment, which on March 31, 2021 had acquired the secondary copper and fiber access
network held by TIM and Flash Fiber).
With Resolution no. 637/20/CONS, published in December 2020, the Authority initiated the procedure relating
to the coordinated analysis of the markets for fixed network access services pursuant to article 50-ter of the
Code and, at the same time, launched the public consultation on the project for the voluntary separation of
TIM’s fixed access network, the results of which were published in October 2021, with resolution no.
253/21/CONS.
The proceedings in question, which should come to an end in 2023, will update the regulatory framework of
the markets of wholesale access services to the fixed network on the basis of changed competition conditions
and new market structures, including the new corporate and organizational structure of TIM, currently being
defined, and TIM’s undertakings in connection with the co-investment offer in a VHC network, presented in
accordance with Articles 76 and 79 of the EECC, as will potentially be made binding by the Authority upon
completion of their assessment.
TIM’s transformation plan
During the meeting held on July 6, 2022, TIM’s Board of Directors approved the strategic objective of
reorganizing the company with a view to overcoming the vertical integration and conferred a mandate on the
CEO to assess and submit to the administrative body for all necessary resolutions, any transactions or possible
transfer and valuation agreements for certain Group assets, with a view to achieving this strategic objective.
The transformation plan, the execution of which will take approximately 15-18 months, in particular envisages
the separation of the fixed network assets, including the primary and secondary networks in copper and fiber
optic, of the domestic wholesale assets and equity investments held in FiberCop S.p.A. and Telecom Italia
Sparkle S.p.A., which will flow into NetCo.
The separation plan of TIM’s fixed network announced to the market represents both on an infrastructural
level and in terms of future governance, a clear overcoming of the separation model in FiberCop of only the
secondary copper and fiber access network, notified to the Authority, in accordance with Art. 89 of the new
Electronic Communications Code (ex art. 50ter CCE) on September 2, 2020.
Co-investment offer in a VHC network
On January 29, 2021, TIM notified the Authority of a co-investment offer for the development of a new fiber
network in accordance with Articles 76 and 79 of the New European Electronic Communications Code (EECC)
so that the conformity is assessed with said Art. 76 for the purpose of deregulating the new fiber infrastructure.
This offer was subsequently amended and supplemented by TIM in March, April and most recently in
December 2021, in light of the indications provided by the Authority in the “Preliminary conclusions” sent to
TIM upon completion of the market test launched by resolution no. 110/21/CONS.
The co-investment project is open to any supplier of electronic communication services or networks and it is
the first case of European co-investment on a national scale and application of the new Code.
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More specifically, the project will make it possible, by April 2026, to reach a total of 9.7 million UITs (Technical
Property Units), out of the 13.9 million present in 2,549 municipalities.
On January 11, 2022, AGCom published resolution No. 1/22/CONS, launching the public consultation, which
ended on February 9, 2022, on the regulatory treatment of FiberCop’s fiber network concerned by the co-
investment offer.
The resolution under consultation provides for the approval of the co-investment commitments that are made
binding for a period of 10 years in accordance with Art. 76 of the new European Electronic Communications
Code (EECC). More specifically, TIM will be bound to these commitments and not subjected to any additional
regulatory obligation on the secondary fiber network in all municipalities in which at least one co-investment
agreement has been stipulated between an alternative operator and FiberCop with reference to the following
services:
■ semi-GPON access;
■ access to the installation and dark fiber infrastructures on the secondary network;
■ access to the vertical segment for termination in fiber;
■ any other access service that only applies to the secondary network concerned by the co-investment.
On May 16, 2022, the Authority notified the draft provision to the European Commission. However, on June 7,
2022, AGCom withdrew the notification following TIM’s communication of a mechanism index-linking to the
prices of the Co-Investment Offer to take into account the recent, sudden, significant increase in inflation. The
index-linking mechanism was subsequently amended by TIM in July and October 2022, on the basis of the
Authority’s indications.
By resolution no. 385/22/CONS published on November 7, 2022, the Authority launched a market test on the
index-linking mechanism of the prices proposed to brackets by TIM to determine the annual inflation rate to be
applied to the prices of the co-investment offer starting 2023. The Offer also extends application of the
economic conditions for 2021 to co-investors adhering by April 2023.
The investigations ordered by AGCom did not entail a complete overhaul of the procedure but rather merely
assessed the conformity of the new prices with the criteria envisaged by the Code, also on the basis of the
results of a specific market test, after which the notification in the European Commission will be renewed.
On February 9, 2023, the Authority notified TIM of its preliminary conclusions, asking for a revision of the index-
linking model of the prices of the co-investment offer. The necessary analyses are currently in progress of the
preliminary findings of the Authority, in order to prepare the Company’s response.
2022 and 2023 prices for services of wholesale access to the fixed network
By resolution no. 337/22/CONS, subsequently supplemented by resolution no. 388/22/CONS, the Authority
submitted for public consultation, which concluded on December 5, the 2022-2023 prices for the wholesale
access services to the fixed copper and fiber network offered by TIM/FiberCop.
As clarified by the Authority, this measure had become necessary in order to guarantee, whilst awaiting
completion of the coordinated analysis of access markets launched by decision no. 637/20/CONS, the
necessary regulatory predictability for all operators on both the wholesale and retail markets and to avoid the
retroactive application of economic conditions, as repeatedly requested by the European Commission.
The table below shows the proposal for 2023 for the prices of the main wholesale access services compared
with the values approved for 2021, which have been confirmed as identical for 2022.
Services
2023 prices
LLU GPON (not subject to ex ante regulation)
LLU
SLU
VULA FTTC
Dark fiber on primary - IRU 15 years
Dark fiber on secondary - IRU 15 years
VULA FTTH
Vertical in fiber
Vertical in copper
Source: AGCom – Resolution no. 337/22/CONS
11.24
9.70
6.55
13.58
2,082.56
1,431.80
14.13
2.33
0.51
2021-2022
prices
(€)
11.63
8.90
5.30
12.50
2,484.53
1,563.1
15.35 (2021)
14.69 (2022)
2.80
0.47
Change
(2023 vs 2021)
-3.2%
+9.0%
+23.5%
+8.6%
-16.2%
-8.4%
-7.9%
-16.8%
+8.5%
The proposal reduces the spread between the wholesale fiber and copper access prices, encouraging on the
one hand investment in the new FTTH networks, for both long-standing and new operators alike and on the
other, the migration of customers from the legacy networks to the new fiber networks
After hearing the operators, the Authority will notify the European Commission of its draft order.
Infratel Tenders for the subsidizing of Ultrabroadband networks
The Italian Strategy for Ultrabroadband - “Towards the Gigabit Society”, approved on May 25, 2021 by the
Inter-Ministerial Committee for the Digital Transition (CITD), defines the action necessary to achieve the digital
transformation objectives indicated by the European Commission in 2016 and 2021 - respectively with the
Communication on Connectivity for a European Digital Single Market (the “Gigabit Society”) and the
Communication on the Digital Decade (the “Digital compass”), whereby it presented the vision, objectives and
procedures for achieving the digital transformation of Europe by 2030.
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These European digital transformation objectives develop around 4 cornerstones: (1) digital competences; (2)
the digitization of public services; (3) the digital transformation of businesses; (4) the development of secure,
sustainable digital infrastructures. As regards the latter, one of the objectives set by the European Commission
is to allow all EU families, by 2030, to benefit from Gigabit connectivity and ensure that all inhabited areas are
covered by 5G networks.
The Italian national recovery and resilience plan (PNRR) approved by the government on April 29, 2021
allocates 27% of resources to the digital transition, of which 6.7 billion euros for strategic Ultrabroadband
projects, continuing on from the strategy launched by the government back in 2015.
In addition to aiming to complete the plan to cover white areas and the measures in support of the demand
already launched (“vouchers”), the strategy also includes five additional public intervention plans to cover the
geographic areas in which the offer of extremely high-speed digital services and infrastructures by market
operators is absent or insufficient, set to be completed in the next few years.
The PNRR allocates 6.7 billion euros for Ultrabroadband projects, distributed over the following plans:
■
■
■
■
■
“Italia a 1 Giga” plan (3.86 billion euros);
“Italia 5G” plan (2.02 billion euros), of which:
• No 4G/5G Areas (1 billion euros);
•
•
5G corridors (0.6 billion euros);
5G-ready suburban roads (0.42 billion euros).
“Sanità Connessa” (Connected Healthcare) plan (0.50 billion euros);
“Scuola Connessa” (Connected School) plan (0.26 billion euros);
“Isole minori” (Minor Islands) plan (0.06 billion euros).
Through these measures, the government intends to bring forward to 2026 - and therefore a good 4 years -
the 1 Gbit/s connectivity objectives for everyone and full 5G coverage of the populated areas fixed by the new
European Digital Compass Strategy for 2030.
“Italia a 1 Giga” plan (3.86 billion euros)
The “Italia a 1 Giga” plan seeks to guarantee fixed 1 GB download and at least 200 Mbit/s in upload coverage in
the gray and black areas where, until 2026, the plans of private operators cannot guarantee “reliable”
connections with at least 100 Mbit/s in download.
In this context, in April 2021, Infratel Italia (the in-house company of the MED) started mapping UBB fixed
coverage plans for 2021-2026 by all private operators, including FWA coverage on a total of 21.3 million gray
and black addresses, as shown by the previous mapping.
The results of the fixed mapping were published on August 6, 2021.
Identifying coverage of 300 Mbit/s as the threshold for intervention, approximately 6.2 million road addresses
lacking 300 Mbit/s coverage, have been identified as subject to intervention.
Following a public consultation on how to intervene, for the disbursement of public finance, bandwidths were
used with regional or multi-regional based incentive models.
In the same streaming of the “Italia a 1 Giga” Plan, on October 13, 2021, Infratel launched a complementary
consultation that was completed on November 15, 2021, in relation to the update of the mapping of fixed UBB
coverage of the “White areas” of the 2016 UBB Plan, which includes a total of 11.8 million addresses:
■
■
the addresses of the UBB bandwidths awarded to the public concession-holder Open Fiber S.p.A.;
the addresses corresponding to approximately 450,000 property units situated in remote areas (referred to
as “scattered houses”), not included in the previous public intervention plans.
The purpose of the mapping was to identify the addresses present in said areas, which have been excluded
from the public intervention and which will not be reached in the next 5 years (9/30/21 - 9/30/26) by private
investments able to guarantee a download connection speed of at least 300 Mbit/s at peak times.
On the basis of the coverage plans declared by Open Fiber and private operators, 1.6 million addresses have
been identified not covered by 300 Mbit/s by 2026, which will be publicly financed for the completion of the
“Italia a 1 Giga” plan.
The “Italia a 1 Giga” plan was notified to the European Commission on November 8, 2021 and approved on
January 27, 2022.
On January 15, 2022, Infratel published the "Italia a 1 Giga" tender for the concession of public grants for the
financing of investment projects to develop new telecommunications infrastructures and the related access
devices able to supply services with a capacity of at least 1 Gbit/s in download and 200 Mbit/s in upload; the
deadline is March 31, 2022.
The addresses involved in the tender (approximately 6.9 million) have been divided up into 15 lots with
financing envisaged in the tender for 3.68 billion euros. Each offerer could be awarded up to 8 lots.
The public grant will cover up to 70% of the expenses incurred, while at least 30% will be paid by the
beneficiary.
The results of the tenders were published on May 24, 2022 and are as follows:
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■ TIM has been awarded the following tenders: Sardinia (lot 1), Abruzzo, Molise, Marche and Umbria (lot 3),
Piedmont, Liguria and Val d’Aosta (lot 4), South Calabria (lot 5), North Calabria-Cs (lot 11) and Basilicata
(lot 14) for a total of approximately 1.6 billion euros;
■ Open Fiber has been awarded the following tenders: Apulia (lot 2), Tuscany (lot 6), Lazio (lot 7), Sicily (lot
8), Emilia-Romagna (lot 9), Campania (lot 10), Friuli Venezia Giulia-Veneto (lot 12) and Lombardy (lot 13)
for a total of approximately 1.8 billion euros.
The tender for Trento and Bolzano (lot 15) has been reproposed with a deadline of June 3 and was awarded to
TIM on June 28, 2022 for a total of approximately 65 million euros.
On July 29, 2022, the Agreements were signed by Infratel and the operators that had been awarded the
individual lots.
“Italia 5G” plan (2.02 billion euros)
The “Italia 5G” Plan envisages 5G coverage with 150 Mbit/s in download and at least 50 Mbit/s in upload in the
following areas:
■ European 5G corridors (2,645 km): 420 million euros;
■ Suburban roads prepared for 5G (10,000 km): 600 million euros;
■ No 5G/4G areas: 1 billion euros.
To identify the areas to be financed, Infratel has mapped the 2021-2026 4G and 5G mobile coverage plans of
private operators, including the sites’ fiber backhauling connections.
Upon completion of the consultation, the following have been identified as subject to public intervention:
■ 13,200 mobile radio sites, which comprise approximately 18,600 BTSs (base transceiver stations) on which
to implement fiber backhauling;
■ 15% of the national territory where, however, only 1.6% of the population lives, but with important
terrestrial road and rail transport routes to be covered in 5G.
These results have been submitted for public consultation through to December 15, 2021.
Following the results of the public consultation, on March 21, 2022, Infratel published two tender notices to
foster the development, by 2026, of infrastructures for the development of 5G networks in the areas of the
country in which the market does not invest:
1) Fiber backhauling notice;
2) New 5G sites notice.
The European Commission has approved the aid measure comprising both notices on April 25, 2022.
The deadline for submitting offers passed on May 9, 2022.
Fiber backhauling notice
The first notice envisages incentives on investments for the development of fiber optic connection of more
than 10,000 existing mobile radio sites of up to 90% of their cost. It is divided into 6 multi-region lots and the
tender is worth a total of 949,132,899 euros.
On June 13, 2022, all six lots were awarded to TIM for a total equivalent value of 725,043,820 euros.
On July 29, 2022, the Agreements were signed in connection with the individual lots between Infratel and TIM.
New 5G sites notice
The second notice encourages the development of new 5G mobile network infrastructures (fiber, infrastructure
and electronic components) in more than 2400 areas of the country with transmission speed of at least 150
Mbit/s in downlink and 30 Mbit/s in uplink, again financed for up to 90% of the total cost.
The second notice is also divided up into 6 multi-regional lots but different to the others and the tender is
worth a total of 974,016,970 euros.
The second notice for the development of new 5G sites failed to reach quorum requirements and was
republished with amendments on May 20, with a deadline of June 10, 2022.
The new notice envisages financing of 567,043,033 euros on a smaller number of sites to be connected than
previously (-50%).
On June 28, 2022, Infratel reported that all six lots had been awarded to INWIT S.p.A. forming a temporary
grouping of companies with TIM and Vodafone for a total of approximately 346 million euros.
On July 29, 2022, the Agreements were signed in connection with the individual lots between Infratel and the
corporate grouping led by INWIT S.p.A..
"Sanità Connessa” Plan
The “Sanità Connessa” plan aims to supply connectivity with symmetrical speed starting from 1 Gbit/s and up
to 10 Gbit/s to approximately 12,280 health care structures throughout the country.
To implement the Plan, on January 28, 2022 Infratel called a tender for the supply of Ultrabroadband
connectivity services at public health care structures throughout Italian territory, including the supply and
installation of access networks and operation and maintenance services, with a deadline of April 11, 2022.
The tender envisages an allocation of 387 million euros and is divided up into 8 territorial lots; any individual
subject can be awarded up to 4 lots.
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The provisional award of the tenders was disclosed on June 6, 2022.
The total amount awarded was 314 million euros.
TIM was awarded two of the eight lots comprising the regions of Lombardy, Emilia-Romagna, Marche and
Umbria, for approximately 78 million euros.
On September 20, 2022, the Agreements were signed in connection with the individual lots awarded between
Infratel and TIM.
"Scuola Connessa” Plan
The “Scuola Connessa” Plan aims to complete the 2020-2023 School Plan launched by the government on May
5, 2020, with which the supply of Ultrabroadband connection was envisaged of up to 1 Gbit/¨s with 100 Mbit/s
guaranteed to 35,000 school buildings (approximately 78% of the total), i.e. all buildings of the middle and
secondary schools throughout the country and, in the “white areas”, also the connection of all primary and
nursery schools.
The 2020-2023 School Plan was run by Infratel that, from September to December 2020, organized a public
consultation and posted a tender notice with public funding of 274 million euros divided up into 7 geographic
lots (with a limit of two lots that can be awarded by the same bidder, who can submit bids for all lots).
On February 26, 2021, the award of the individual lots was reported.
The total amount awarded was 271 million euros.
TIM was awarded two of the eight lots, comprising the regions of Tuscany, Veneto, Marche, Abruzzo, Molise
and Apulia, for approximately 84 million euros.
The new “Scuola Connessa” Plan aims to complete the public intervention that has already been launched,
including the remaining 9,900 buildings, which will be supplied with connectivity at 1 Gbit/s with related
technical assistance for 5 years.
To implement the Plan, on January 28, 2022 Infratel called a new tender, worth a total in excess of 184 million
euros, for the supply of Ultrabroadband Internet connectivity services at schools throughout Italian territory,
including the supply and installation of access networks and operation and maintenance services, with a
deadline of April 11, 2022.
The tender is divided up into 8 territorial lots; any individual subject can be awarded up to 4 lots.
The provisional award of the tenders was disclosed on June 6, 2022.
The total amount awarded was approximately 166 million euros.
TIM was awarded four of the eight lots comprising the regions of Piedmont, Liguria, Valle d’Aosta, Tuscany,
Lazio, Campania, Calabria, Sicily and Sardinia, for more than 99 million euros.
On September 20, 2022, the Agreements were signed in connection with the individual lots awarded between
Infratel and TIM.
“Isole minori” Plan (0.06 billion euros)
The “Isole minori” Plan aims to provide adequate connectivity to 18 minor islands that today have no fiber
optic connection with the continent. More specifically, the islands will be equipped with optic backhaul, which
will allow Ultrabroadband connectivity to develop. Optic backhaul will be accessible to all operators through
Submarine Backhaul Access Points identified according to the criterion of least distance from the neutral
delivery point (NDP), if present on the island, and from the point of arrival of the undersea cable.
The total budget is 60.5 million euros.
The measure will be implemented through direct intervention. The new network will be entirely financed and
owned by the state and will be managed by one or more operators chosen on the basis of a competitive
selection process that is open, transparent and non-discriminatory.
The tender to identify the economic operators to which the design, supply and installation of the undersea
optic fiber cables is to be entrusted for the development of the “Isole minori” Plan, was launched on November
18, 2021 and drew to a close on December 22, 2021. As the tender failed to meet quorum requirements,
Infratel reproposed it, with amendments, on February 11, 2022, with a deadline of March 18, 2022 and the
tender was awarded to the company Elettra TLC on April 28, 2022 for approximately 45 million euros.
Voucher Plan
The aim of the Plan, launched on May 5, 2020, with a total allocation of more than 1 billion euros, is to promote
and offer incentive for the demand for Ultrabroadband connectivity services (NGA and VHCN) in all areas of
the country, in order to increase the number of families and businesses that use digital services with high-
speed networks of at least 30 Mbit/s.
Family vouchers
A first phase of intervention, launched on November 9, 2020, with a budget of 200 million euros, in favor of
families with ISEE income of less than 20,000 euros, to whom a contribution of 500 euros is allocated (200
euros for connectivity and 300 euros for tablet or PC on free loan for use), met the need to address, during the
early stages of the COVID-19 pandemic, the effects of the health emergency and guarantee suitable
connection services to ensure continuity of the families’ school and working activities. The first stage ended on
November 9, 2021, a year after it started, as per the implementing decree. This measure has proven to be not
much of an incentive: of the entire amount set aside of 200 million euros, no more than 93 million euros have
been assigned. 210,000 bonuses have been assigned as compared to the 400,000 available.
On April 27, 2022, Infratel therefore launched a public consultation before starting a second phase of
dispensing vouchers to families.
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Total resources of 407,470,769 euros have been allocated for the intervention.
The aim of the intervention is to promote and offer incentive for the demand for Ultrabroadband connectivity
services (NGA and VHCN) in all areas of the country, in order to increase the number of families that use digital
services with high-speed networks of at least 30 Mbit/s.
The consultation expired on May 31, 2022. We are currently awaiting approval of the measure by the European
Commission.
Company vouchers
The intervention offering incentive to companies, approved by the European Commission last December 15,
2021, was launched on March 1, 2022 and aims to facilitate the development of ultrafast internet connections
for companies and the digitization of the production system.
Net of the amount attributed to communication costs and expenses accompanying the measures and the
reimbursement of direct and indirect costs linked to the activity, the amount set aside for the disbursement of
the vouchers is approximately 590 million euros.
Beneficiaries can request just one voucher to guarantee an increase in connection speed, from 30 Mbit/s to
more than 1 Gbit/s, varying from a minimum of 300 euros to a maximum of 2,500 euros, according to the
guaranteed download speed and contract term (from 18 to 24 months).
The Voucher Plan for businesses had an initial deadline of December 15, 2022, which was then extended to
December 31, 2023.
The extension had been requested by the Italian government from the European Commission, considering that
there was still more than 430 million euros available and also taking into account the May 2022 extension of
the beneficiaries to also include professionals (natural persons with a VAT number operating an intellectual
profession, self-employed or associated).
Wholesale mobile network markets
Mobile termination market analysis
On January 22, 2019, AGCom published its final decision on mobile network termination market analysis
(resolution no. 599/18/CONS). In particular, AGCom established symmetric tariffs for all MNO and full MVNO
operators for the period 2018-2021 (0.98 euro cents in 2018, 0.90 euro cents in 2019, 0.76 euro cents in 2020,
0.67 euro cents in 2021) and confirmed the absence of an obligation to check the termination prices for calls
originating outside the European Economic Area (EEA); however, SMP operators cannot adopt termination
rates that are higher than those applied to Italian operators by operators in non-EEA countries where rates are
regulated.
In accordance with Delegated Regulation (EU) 2021/654 of the European Commission, a progressive reduction
is expected in mobile termination prices in three years, so as to allow for a gradual transition towards the
target price of 0.2 cents/min. in 2024: 0.67 cents/min until end 2021, 0.55 cents/min in 2022 and 0.4 cents/min
in 2023.
Under certain conditions, which should in principle guarantee price reciprocity, these caps also apply to the
termination of calls originating outside the EU.
Retail fixed-line markets
Universal Service
Net cost
Following ruling no. 4616/2015, published on October 2, 2015, in which the Council of State canceled decision
no. 1/08/CIR of AGCom on the retroactive application of the new methodological criteria for calculating the net
cost of the universal service (USO) relating to the 2004-2007 years, the Authority began the public consultation
of the net cost of the total years 2004-2007 with resolution 89/18/CIR, published on July 3, 2018, and
subsequent resolution no. 62/19/CIR, published on May 7, 2019. On September 11, 2019, the Authority published
the final resolution concerning the Net Cost of Use for 2004-2007 (resolution no. 103/19/CIR) in which it
recognized the existence of an unfair charge for TIM of a total of 113.4 million euros to be shared between all
fixed-line and mobile operators. The share payable by the OAOs amounts to approximately 26.6 million euros,
calculated net of installments already paid by the same operators, following the 2004 and 2005 procedures
approved “illo tempore”. In relation to past disputes, following ruling no. 3388/15 of the Council of State,
published on July 7, 2015, on September 11, 2019, the Authority launched the public consultation procedure
(resolution no. 102/19/CIR) for an in-depth fixed-mobile substitutability analysis, in line with the path outlined
for the 2004-2007 years. In this context, ruling no. 6881 of October 8, 2019, in which the Council of State
authorized the return of the shares paid by Vodafone to TIM, for the contested years (1999-2000 and 2002-
2003). In light of the above-mentioned Council of State ruling, which completely reversed the Lazio TAR rulings
no. 6458, 6459, 6461 and 6463 of May 23, 2018, in execution of which the public consultation pursuant to
resolution no. 102/19/CIR was started, the Authority revoked the aforementioned resolution with decision
190/19/CIR.
On July 21, 2020, AGCom launched the public consultation relating to the review of the inequity of the net cost
of the universal service 1999-2009. The extension of the time period subject to renewal until 2009 was
necessary following the ruling no. 2542/2020 with which the TAR accepted Vodafone's appeal, in terms of
fixed-mobile substitutability. The opinions on the years 2004-2007, renewed by AGCom with resolution
103/19/CIR, and on which the TAR has not yet expressed an opinion also hang on the same issue. In
compliance with judgment 6881 passed by the Council of State, in its Resolution 263/20/CIR, the Authority
defined a new approach to demonstrate the lawfulness of the participation of mobile operators at the net USO
cost for the years in question. AGCom's view expressed in the consultation is to recognize prima facie the
unfairness of the charge for the years 2002-2009. For the previous years 1999-2000, however, the Authority did
not recognize the existence of an unfair charge for TIM.
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On March 29, 2021, with the publication of resolution no. 18/21/CIR, AGCom confirmed the obligation of mobile
operators to participate in the USO contribution mechanism for the years 2001-2009. Following a challenge of
the resolution by Wind and Vodafone, the Ministry of Economic Development suspended the obligation for
operators to make payment.
On February 17, 2022, the regional administrative court canceled resolution no. 18/21/CIR, upholding just one of
the grounds for appeal submitted by the OAOs challenging the threshold parameter related to the unfairness
of the expense (2nd facie) with regards to the economic and financial impacts on the appointed party. Instead,
the additional grounds for appeal of the OAOs were rejected by the court.
On June 27, 2022, AGCom published resolution no. 1/22/CIR, suspending the terms established by resolution no.
92/21/CIR, already extended by resolution no. 58/22/CONS and resolution no. 143/22/CONS.
The judgments given by the regional administrative court were appealed against by TIM and AGCom before
the Council of State, as well as incidentally by Vodafone, Wind and Fastweb. The Council of State hearings
have been scheduled for April 4 and 27, 2023.
Guidelines for voluntary withdrawal
With resolution no. 487/18/CONS, the Authority regulated the ways operators must manage dissolution and
transfer methods for user contracts.
TIM challenged the resolution regarding the provisions that limit the right to fully recover the costs in case of
withdrawal (discounts from promotions, product installments). The administrative judge dismissed TIM’s
appeal, as the guidelines would not be directly damaging. TIM once again appealed against Resolution no.
487/18/CONS as a prerequisite for Resolution no. 591/20/CONS by which AGCom ordered TIM to pay an
administrative fine for violation of Resolution no. 487/18/CONS regarding withdrawal. In March 2022, the
regional administrative court of Lazio rejected the appeal and TIM appealed.
Freedom to choose modems
With resolution no. 348/18/CONS, the Authority ratified the principle of user freedom to choose modems for
Internet access.
TIM challenged the resolution in relation to the transitional provisions for customers who have an internet offer
combined with a modem for a fee (sale and rental) in the months preceding the entry into force of resolution
no. 348/18/CONS (December 1, 2018). At end 2018, these transitional provisions were suspended whilst
awaiting scheduling of the hearing at the Regional Administrative Court of Lazio, set for October 23, 2019. On
January 28, 2020, the Regional Administrative Court rejected TIM’s petition in first instance; it has therefore
submitted an appeal.
In May 2020, TIM notified its customers who had signed up for an Internet access and installment modem
purchase offer before December 1, 2019, that they had the option to sign up for an equivalent Internet offer
without a modem and an allowance for the remaining installments. By signing up for the equivalent offer, the
residual debt in installments on the customer's bill for the purchase of the modem would not be due, this did
not entail any additional charges for the customer or implied changes to the financial and contractual terms
and conditions for using the active services on the line.
On August 2, 2021, the Council of State definitively rejected TIM’s appeal.
Retail mobile network markets
Premium Services
In February 2021, with resolution no. 10/21/CONS, AGCom adopted new measures related to the
implementation of digital services with contents in subscription from mobile network. In particular, default
barring has been envisaged on the SIMs, namely an inhibition to purchase these services, which can be
removed by prior express decision of the customer, and a customer consent acquisition process for individual
purchases, through the entry of a temporary password (an "OTP”). This resolution has been appealed against
by TIM before the Regional Administrative Court.
By resolution no. 91/22/CONS, AGCom ordered TIM to implement the procedure for acquiring evidence of
customer consent in the event of the purchase of TIM-branded digital services. The assessment of TIM’s
compliance is in progress. This resolution has been appealed against by TIM before the regional administrative
court on additional grounds.
In February 2023, the Lazio Regional Administrative Court on the one hand partially canceled resolution no.
91/22/Cons, noting that it was unlawful in the part relating to the definition of the sanction, which will now be
redetermined by the Authority and, on the other hand, rejecting the main appeal against resolution no.
10/21/CONS. The Company is currently deciding what the next steps are.
Quality of Services
Quality of services included in the universal service
The new Electronic Communications Code (introduced by Legislative Decree no. 207/2021, which came into
force on December 24, 2021) abrogated Art. 61 of the previous Code, which established a fixing mechanism,
with resolutions passed by AGCom, of annual targets for the Quality of the universal service that TIM was
required to assure as failure to do so would lead to the payment of administrative fines.
The new Code also included Broadband Internet access in the universal service. In this respect, by resolution
no. 162/22/CONS, published on June 10, 2022, AGCom launched the procedure aimed at defining, in light of
national circumstances and minimum bandwidth available to the majority of consumers in Italy (and taking
into account the report by BEREC on best practices), what exactly is an adequate access service to Broadband
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Internet, necessary to guarantee the participation of all residents in society’s social and economic life. Internet
access must be able to supply the bandwidth necessary to support at least the minimum set of services
pursuant to Annex 5 of the new Code. Thereafter, on December 28, 2022, AGCom submitted a draft order for
consultation (resolution no. 421/22/CONS), in which it suggested that adequate Internet access to be
guaranteed by way of universal service was a value of 4 Mbps in download. The proceedings are ongoing.
Quality of mobile and personal services
By resolution no. 23/23/CONS, AGCom updated the regulation governing quality and mobile and personal
service charters and the regulation of the campaigns for measuring quality of the Broadband data service. The
new resolution, amongst others:
■
■
incorporates certain measures envisaged by Regulation (EU) no. 2015/2120 and the related BEREC
guidelines on the access to open Internet and, in particular, the obligation to indicate, in the contracts
offered by mobile operators, the estimated maximum speed and the publicized speed in both download
and upload;
introduces the obligation to include maps of coverage for the various technologies on operator websites,
with a covered pixel granularity of no more than 100 m2.
Quality of electronic communication services from a fixed location
By resolution no. 405/22/CONS, AGCom started proceedings set to group together and update the regulation
governing quality and fixed voice communication service charters and quality and service charters for
accessing Internet from a fixed location. The regulation being issued will, amongst others, incorporate certain
measures envisaged by Regulation (EU) no. 2015/2120 and the related BEREC guidelines on the access to open
Internet and, in particular, the obligation to indicate, in the contracts offered by fixed network operators, the
maximum speed, the speed usually available and the publicized speed in both download and upload. The
proceedings are ongoing.
Quality of customer assistance service in the electronic communications sector and
audiovisual media services
By resolution no. 436/22/CONS, AGCom started proceedings set to update the regulation governing the quality
of telephone assistance service to customers in the electronic communications sector, extending it at the
same time to include regulation of the digital assistance channels and media-audiovisual sector assistance
services. The proceedings are ongoing.
Authority fees
AGCom contribution fee
On January 17, 2023, AGCom issued resolutions no. 409/22/CONS, 410/22/CONS and 416/22/CONS relating to
the payment of the AGCom contribution fee for the year 2023 (calculated on the 2021 financial statements
figures). The guidelines for calculating the contribution fee are unchanged compared to the guidelines for
calculating the 2022 contribution fee. For 2023, AGCom has increased the rate, taking it to 1.40 per thousand
for electronic communications market and to 2.00 per thousand for “media” services. On the basis of this rate,
TIM paid around 16.116 million euros under reserve.
Privacy and personal data protection
General Data Protection Regulation (GDPR) and updates to the Privacy Code
In order to guarantee - in TIM and under the scope of the Group Companies - the conformity of personal data
processing with the GDPR and the Personal Data Protection Code (Italian Legislative Decree no. 196 of June 30,
2003), TIM adopts all the initiatives necessary to comply with said provisions.
More specifically, in 2022, a project was launched to revise TIM’s privacy model, which resulted in the update of
the processing register and the texts of all disclosures on personal data processing, provided by TIM and the
other Group companies to different types of Data Subjects (e.g. customers, employees, visitors). The manual
for drafting the Privacy Impact Assessment and the policy for the exercise by data subjects of their privacy
rights were updated, taking into account, amongst others, the amendments made to Art. 132 of the Privacy
Code by Italian Legislative Decree no. 178 of November 23, 2021.
The “System of rules for the application of legislation on personal data protection in the Telecom Italia Group”
policy, which is the set of operating rules and regulations governing personal data processing in accordance
with the provisions of applicable law and regulations, defined specifically for the TIM Group, is kept constantly
up-to-date and is available on the corporate intranet.
TIM’s Privacy Department annually schedules specific training plans to raise awareness in the various company
departments and illustrate the policies and procedures issued for applying the legislation on personal data
processing.
Spectrum
In July 2020, with resolution 338/20/CONS, AGCom adopted a decision in favor of renewing for eight years until
2029 the rights to use of the TIM, Vodafone, Iliad and Wind/H3G FDD spectrum in the 2100 MHz band, which
had initially been released for the 3G/UMTS service (2x15MHz for TIM and Vodafone, 2x10 MHz for Iliad, 2x5
MHz for Wind/H3G and 2x15 MHz for Wind/H3G, already extended). For the purpose of the renewal, in April
2021, TIM had paid approximately 240 million euros. On January 17, 2022, the Court of Auditors registered the
Ministerial Decree of extension, consequently notified to the MNOs concerned on February 4, 2022. Finally, by
resolution no. 147/22/CONS, AGCom authorized closure of TIM’s 3G/UMTS service starting June 1, 2022. The
frequency resources thus released will be used to strengthen the capacity of the LTE network.
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In March 2022, by resolution no. 66/22/CONS, AGCom consented to the request to extend the rights to use
TIM’s frequencies in the 3.4-3.6 GHz bandwidth (2x21 MHz in 9 regions of southern Italy), which expire in 2023
and the exchange of a block of 20 MHz with Linkem. This exchange allows TIM to hold 20 MHz nationally on
said bandwidth, taking the total available in the bandwidth 3.4-3.8 GHz to 100 MHz. For the purpose of the
extension to May 2022, on the basis of the request made by the Ministry of Economic Development, TIM paid
approximately 5 million euros to renew the rights of use through to December 31, 2029. We are currently
awaiting the extension Ministerial Decree.
In June 2022, by resolution no. 157/22/CONS, AGCom expressed its opinion in favor of the request to extend the
duration of the rights of use of the WLL radio network spectrum in TIM’s band 27.5-29.5 GHz (2x112 MHz FDD)
for a further seven years, until December 31, 2029. In exchange for the extension through to July 2022, TIM
paid, on the basis requested by the Ministry of Economic Development, approximately 9.68 million euros. We
are currently awaiting the extension Ministerial Decree.
Ukraine emergency
In light of the declaration of the state of emergency of the Italian government, resolved by the Council of
Minsters on February 28, 2022, aimed at assuring, through to December 31, 2022, aid and assistance to the
Ukrainian population on national territory, TIM, just like the other operators, voluntarily started major solidarity
initiatives in support, in particular, of its Ukrainian customers living in Italy, to allow them to communicate free
of charge or at special prices with their family members in Ukraine.
Similarly to in the past for previous emergencies and, most recently, during the COVID-19 pandemic, AGCom
has established a technical working group for discussion with operators, in order to share information and
discuss additional initiatives that may be planned in the medium-term in support of the Ukrainian population.
With the support of the European Commission, on April 8, TIM also signed a joint declaration, together with
other EU and Ukraine operators to provide affordable or zero-rated roaming and international call services
between the EU and Ukraine. The joint declaration seeks to provide a more stable context in which to help the
Ukrainian evacuees throughout Europe to stay in contact with friends and family.
New benefits for disabled consumers
With Resolution no. 290/21/CONS, the Italian Communications Authority (AGCom) defined the new regulation
for users with disabilities.
This resolution extends the current beneficiaries of electronic communication services, extending the special
tariffs of fixed and mobile network services, currently only granted to the blind and deaf, to also include
disabled users with major limitations to walking. To this end, an experimental phase of application of the
measures is envisaged, expected to last twelve months, but which may be extended, to obtain information
about the new beneficiaries and the effectiveness of the measures adopted. The new beneficiaries could
submit requests to adhere within a 90-day time frame running from January 1 to April 1, 2022, with benefits
set to start on Saturday, April 30, 2022.
TIM, which has always paid close attention to the needs of disabled users, has decided to apply the benefits of
the mobile offer to disabled users with major limitations to their walking, four months early, and therefore
from January 1, 2022.
Golden Power
Decree-Law no. 22 of March 25, 2019 (converted, with amendments, by Italian Law no. 41 of May 20, 2019),
extended the exercise of the special powers to also include the 5G technology Broadband telecommunications
network.
The legislative framework governing the matter has been further enhanced by Decree-Law no. 105 (converted,
with amendments, by Italian Law no. 133 of November 18, 2019) setting out “Urgent provisions on the national
cyber security perimeter”. Most of the implementing measures defined in said Decree-Law called for the issue
of the following provisions:
■ Decree of the President of the Council of Ministers (DPCM) regarding the regulation for the definition of the
terms and criteria by which to identify the subjects included in the cybernetic security perimeter and
criteria to be used to prepare the list of networks, sensitive information systems. The DPCM came into
force on November 5, 2020;
■ Administrative deed of the President of the Council of Ministers identifying the subjects included in the
scope. Issued in December 2020;
■ Decree of the President of the Council of Ministers (DPCM) regarding the definition of the procedures for
notifying “incidents” impacting the systems to the CSIRT (Computer Security Incident Response Team) and
the measures necessary to guarantee high security levels. The Decree was published in the Official Journal
on June 11, 2021 and came into force on June 26, 2021;
■ Decree of the President of the Republic (DPR) regarding the definition of the notification process to the
CVCN (National Assessment and Certification Center) of the critical infrastructure other than 5G and for 5G
devices supplied by European vendors: the regulation was published in the Official Journal on April 23, 2021
and came into force on May 8, 2021;
■ definition of the type of verifications and tests on hardware and software that can be carried out both
under the scope of Golden Power and CVCN. The Regulation came into force on April 23, 2021;
■ Decree of the President of the Council of Ministers (DPCM) whereby the categories of goods and services to
be notified to the CVCN are identified. The Decree was published in the Official Journal on August 19, 2021
and came into force on May 9, 2021;
■ Decree of the President of the Council of Ministers (DPCM) whereby the criteria are defined that the CVCN
needs to use to identify the laboratories accredited to perform security/vulnerability tests. The Decree was
published in the Official Journal on July 15, 2022 and came into force on July 30, 2022. With the publication
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in the OJ of the Decree of the President of the Council of Ministers, the implementation of the national
cyber security perimeter was completed.
Decree Law no. 23 of April 8, 2020 (adopted with amendments by law no. 40 of June 5, 2020) substantially
amended the general corporate Golden Power regulation: also in relation to the communications sector, the
obligation to notify of participations by foreign entity companies, including those outside the European Union,
has been extended, in cases where the transaction is likely to determine the control over the company in
which the equity investment was purchased.
In addition, note Decree-Law no. 21 of March 21, 2022, converted into law with amendments by Law No. 51 of
May 20, 2022, which introduced additional provisions on the matter:
■
the rule of Golden Power for 5G has been completely amended. The obligation of notification ex ante of
an annual plan has been introduced, which includes all purchases (not only those made by non-EU
subjects). The plan must provide indications on the development prospects of the 5G network and a
detailed framework of the procedures for developing the digitization systems;
■ corporate Golden Power strengthened. The Government can exercise its rights of veto not only in cases of
merger/spin-off but also in the event of changes to ownership, control or availability of assets. Also
introduced joint notification of the transaction for both the acquiring company and the target company.
Lastly, Decree-Law no. 187 of December 5, 2022, converted with amendments by Law no. 10 of February 1,
2023, introduced measures to protect the national interest in the strategic production sectors. More
specifically, Art. 2 bis integrates AGCom’s competences, assigning it the task of identifying the technical
standards of fiber optic cables with which the successful bidders awarded the tenders for the development of
the fiber optic network infrastructure, must comply.
Urgent measures for simplification and digital innovation
As regards the measures by which to speed up the country’s infrastructure process, in continuity with Decree
Law no. 76 of 2020, the “Simplifications Decree”, additional measures to simplify have been introduced, which
are summarized below.
■ Decree Law no. 77/2021 “Governance of the National Recovery and Resilience Plan and first measures to
strengthen the administrative structures and speed up and streamline the procedures”, which introduced
important simplification measures to speed up completion of both the 5G networks and networks in optic
fiber and Ultrabroadband. The Decree was definitively approved, with amendments, by Law no. 108 of July
29, 2021.
■ Decree-Law no. 21/2022(“Ukraine”), converted into law with amendments by Law no. 51 of May 20, 2022,
which introduced additional measures to simplify the installation of telecommunications networks,
envisaging:
•
•
the elimination of the obligation to submit documentation related to the electromagnetic emissions
for the installation of infrastructures, such as poles, towers and pylons used to host the radioelectric
plants;
benefits for developing TLC networks awarded with concession tenders. More specifically, the holders
of concessions for the development of telecommunications networks awarded with tender procedures
can proceed to carry out works also through their subsidiaries and in derogation of any conventional
clauses.
■ Decree-Law no. 36/2022 (“PNRR2”), converted into law with amendments by Law no. 79 of June 29, 2022,
which introduced new measures in favor of electronic communications companies. More specifically, by
means of timely changes to the Electronic Communications Code, additional simplifications have been
introduced to the authorization procedures for radioelectric plants and the reach of the ban imposed on
local entities to charge operators for occupying public land, has been extended. In addition, until December
31, 2026, there is no need to complete the incidence assessment procedure for digs less than 200 meters
long needed to install Ultrabroadband infrastructure.
■ Decree-Law Decree no. 13/2023 (the “PNRR3”), being converted into law, introduces additional measures
for the simplification of the procedures of installing Ultrabroadband infrastructures (Art. 18). The regulatory
interventions regard:
•
•
•
•
•
•
•
•
the simplification of the process for the release of traffic orders;
the 24-month extension of authorizations for UBB infrastructures;
the introduction of simplification measures for the issue of seismic authorization;
the exemption from the obligation to obtain environmental authorizations for interventions carried out
using the micro-trench technique;
the harmonization of municipal competences on the installation of TLC plants with framework law
36/2001;
the extension of the subjects called to attend the service conferences;
the presentation via certified e-mail of authorizations for the installation of mobile telephony systems
coordination instructions between the excavations decree and CCE on the ban on imposing
charges/expenses.
2021 annual draft law for the market and competition
The Council of Ministers of November 4, 2021 approved the 2021 annual draft law for the market and
competition.
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The draft law has the following aims:
■
■
■
to promote the development of competition, also with a view to guaranteeing access to the markets of
small enterprises;
to remove the legislative and administrative regulatory obstacles to the opening of the markets;
to guarantee consumer protection.
With specific reference to the provisions, introduced by the text, related to competition, development of digital
infrastructures and telecommunication services, the following are pointed out:
■
fiber optic network developments: an obligation to coordination between infrastructure managers and
operators in the event of civil engineering works;
■ block and activation of premium services and acquisition of evidence of consent: greater consumer/user
protection is offered for the supply of digital contents provided both through SMS and MMS and data
connection, with debiting against telephone credit or billing, offered both by third parties and directly by
the operators;
■ procedures for the development of new generation infrastructures: in the event of refusal to access,
detailed reasons for the refusal must be given (also attaching photographic/technical documentation). For
the other provisions, no substantial changes are highlighted with respect to that provided for to date.
The parliamentary procedure for approval concluded with the publication in the Official Gazette of the Italian
Republic of Law no. 118 of August 5, 2022.
New Electronic Communications Code
Italian Legislative Decree no. 207 of November 8, 2021 setting out the “Implementation of Directive (EU)
2018/1972 of the European Parliament and of the Council of December 11, 2018, establishing the European
Electronic Communications Code, was published in the Official Journal on December 9, 2021 and came into
force on December 24, 2021.
The new Code reviews and replaces the previous regulatory framework and introduces important new features
including, in particular, the following:
■
to foster the copper-fiber migration of customers: the user must allow operators to perform
technological adaptation works on the access networks, aimed at improving the connection (without
changes to the economic conditions);
■ contract duration: provide for an initial contract duration of no more than 24 months and introduce at
least one commercial offer of a maximum initial duration of 12 months;
■ sanctions: far more severe, particularly as concerns violations of user protection;
■
■
right of withdrawal in the event of ius variandi: extension of the deadline to exercise the right of
withdrawal (60 days from communication of the contractual changes instead of 30 days);
right of withdrawal: it is stressed that the provisions of art. 1 of Decree Law 7/2007 (Bersani Decree Law)
remain in place but the deactivation cost should be eliminated in the event of termination/withdrawal
after contract expiry (12/24 months) and the faculty is introduced for the customer to return the network
terminal equipment before the agreed contract end date, at no extra cost;
■ Universal Service: inclusion of the service to access Broadband Internet with a bandwidth that enables the
inclusion of all citizens in the country’s social and economic life (Art. 94). AGCom currently has proceedings
in progress aimed at defining the adequate bandwidth. A review is envisaged of the existing obligations, by
the Minister, by December 21, 2022 (deadline not respected) and thereafter every 3 years (Art. 97). In
particular, the Code draws a distinction between coverage obligations and obligations relating to the
supply of services.
In March 2022, AGCom started a technical working group with operators to discuss the changes to the existing
regulatory framework on the protection of users as a result of the coming into force of the new Electronic
Communications Code. Following the discussion, specific public consultations are expected.
Expensive energy prices
In order to fight the rise in prices of gas and electricity, in 2022 the Government took numerous urgent
legislative steps to support energy-intensive and less energy-intensive businesses. Below are the decree laws
that were adopted, with a brief explanation of the main measures.
Decree Law no. 4/2022 ("Support Ter Decree")
■ Zeroing of the system charges for the increase in prices in the electricity sector 1st quarter 2022:
cancellation of rates relating to the general system charges applied to users with available power of 16.5
kW or more.
Decree Law no. 17/2022 (“Energy”)
■ Zeroing of the system charges for the increase in prices in the electricity sector 2nd quarter 2022:
cancellation of rates relating to the general system charges applied to non-household low voltage
customers for other uses, with available power of up to 16.5 kW and rates relating to the general system
charges applied to users with available power of 16.5 kW or more, including connected by medium and
high/very high voltage or for use for public lighting or to charge electric vehicles in places accessible to the
public;
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■ Support with the liquidity needs of businesses consequent to the increase in energy prices: the validity
of conditions to obtain the SACE guarantees given to companies has been extended through to June 30,
2022, to support the liquidity needs resulting in order to fight the increase in energy prices.
Decree Law no. 21/2022 (“Ukraine”)
■ Tax credit in favor of companies to purchase electricity 2nd quarter 2022: companies with electricity
meters of 16.5 kW or more, in the event of an increase in the cost per kWh in excess of 30% (average 1st
quarter 2022 vs average 1st quarter 2019), a tax credit of 12% is recognized.
Decree Law no. 50/2022 (“Aid”)
■ Tax credit for the 2nd quarter 2022 increased from 12% to 15%.
Decree Law no. 80/2022 (“Bills”)
■ Zeroing of the general system charges in the electricity sector 3rd quarter 2022: cancellation of rates
relating to the general electricity system charges applied to low voltage users with available power of up to
16.5 kW and to users with available power in excess of 16.5 KW, including connected by medium and
high/very high voltage or for use for public lighting or to charge electric vehicles in places accessible to the
public;
■ Reduction in VAT and general charges in the gas sector:
•
•
•
supplies of methane gas used for combustion for civil and industrial uses, calculated in the invoices
issued for estimated or effective consumption during the months of July, August and September 2022,
are subject to a VAT rate of 5%;
confirmation of the rates relating to the general system charges in force in 2Q22;
reduction in the rates relating to the general system charges up to the amount of 240 million euros,
with particular reference to the consumption brackets of up to 5,000 cubic meters per year.
Decree Law no. 115/2022 ("Aid Bis Decree")
■ Zeroing of the general system charges in the electricity sector 4th quarter 2022: cancellation of rates
relating to the general system charges applied to users with available power in excess of 16.5 kW, including
connected by medium and very high voltage or for use for public lighting or to charge electric vehicles in
places accessible to the public;
■ Extension of tax credit 3rd quarter 2022: for electricity (15%) and gas (25%);
■ Extension of VAT at 5% for methane gas supplies for consumption for the 4th quarter 2022;
■ Extension of the “sterilization” of general system charges in the natural gas sector 4th quarter 2022:
confirmation of the rates of general system charges in force in the 3rd quarter 2022.
Decree Law no. 144/2022 (“Aid Ter Decree”)
■ Tax credit for energy and gas for October and November 2022 with extension of the reference basin
(from 16.5 kW to 4.5 kW) and the tax credit value (30% electricity and 40% gas);
■ Extension through to November 18, 2022 of the cuts to excise duties on energy products used as fuel
(petrol, diesel and liquefied petroleum gas (LPG) used as fuel and VAT on fuel.
Decree Law no. 176/2022 (“Aid Quater Decree”)
■ Extension of tax credit for December 2022 too: for electricity (30%) and gas (40%).
Law no. 197 of December 29, 2022 (the “2023 Budget Law”)
■
Increase in value of the tax credit for energy and gas for 1Q23 (35% electricity and 45% gas);
■ zeroing for the 1st quarter 2023 of general system charges in the electricity sector but only for low voltage
users with available power of up to 16.5 kW;
■ extension of VAT at 5% for methane gas supplies for consumption for the 1st quarter 2023.
■ extension of the “sterilization” of general system charges in the natural gas sector for the 1st quarter
2023: confirmation of the rates of general system charges in force in the 4th quarter 2022;
■ elimination of system charges to finance nuclear decommissioning.
Brazil
Revision of the model for the supply of telecommunications services
In 2019 Law 13879 was approved, that came into force on October 4, 2019, establishing a new regulatory
environment for the regulation of telecommunications in Brazil. This is the most significant change in 20 years.
The new telecommunications framework allows fixed-line licensees to adapt their contracts from a concession
scheme to an authorization scheme. This transition from concession to authorization must be requested by
the licensee and requires the approval of the Anatel ("Agencia Nacional de Telecomunicações"). In return,
licensees must, among other conditions, make a commitment to investment in expanding fixed Broadband
telephony services to areas with no adequate competition for these services, in order to minimize inadequacies
and inequalities between areas of Brazil.
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The change also affects the roles for authorizing the use of radio frequencies, establishing subsequent
renewals (currently limited to only one) and allows the exchange of radio frequencies between operators
(secondary spectrum market).
In June 2020, Decree 10402 was published, which governs the procedure for adapting the concession to the
authorization regime, as well as the definition of the criteria for calculating investment commitments. The
Decree also established guidelines for the extension of radio frequency authorization, which will be held by
Anatel to guarantee greater security for investments in the sector.
Public policies applicable to the telecommunications sector
Decree 9612/2018 (“Connectivity Plan”) established another series of important rules, with a series of
guidelines for the adaptation of conduct terms, the onerous concession 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 through this type of infrastructure. This Decree
also establishes that the network resulting from the commitments must be shared from the moment it enters
into service, except where there is adequate competition in the relevant reference market.
In relation to the deadlines for the development 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 MCTI Ministério da Ciência,
Tecnologia e Inovações) will focus primarily on the expansion of mobile and fixed-line Broadband networks
and on specific areas of the country. Telecommunications networks built under the investment plan will have
shared access. The decree was amended by Decree 10,799/2021, which included priorities for the coverage of
public policies, including coverage of the “areas of census with public schools”; coverage of towns not served
by mobile telephone and the expansion of fixed access to Broadband in places without access. The decree was
amended by Decree 11299/2022, which envisaged the possibility of a private federal network managed
exclusively by Telebras (Brazilian state company).
The decree also provides for the assignment of funds for the approval of projects approved by Connected Cities
and for the temporary supply of fixed or mobile Broadband. In addition, it regulates the private federal
network, which can be carried out by other public or private entities or organizations and the criteria for the use
and management of the network will be defined by the Federal Government under the terms established in a
deed of the Ministry of State for Communications.
In 2020, the decree No. 10480/2020 was published by the federal government, which regulates the antennas
law (law 13116/2015) with the purpose of stimulating the development of the telecommunications network
infrastructure. This decree fosters development of telecom network infrastructure and is a major step towards
unlocking historical problems in the sector preventing its development (free right of way on highways and
railways, positive silence, small cells, dig once are some of the examples of such regulatory removal of
historical problems).
That same year, law 14,109/2020 authorized the use of FUST ("Fundo de Universalização dos Serviços de
Telecomunicação"), including by the private sector, to expand connectivity in rural or urban areas with a low
human development Index (HDI) as well as policies for education and tech innovation of services in rural areas.
In June 15, 2021, Provisional Measure 1018/2020 was transformed into Law No. 14173/2021, reducing charges
for satellite internet terrestrial stations and changing some of FUST application rules. The law reduces FUST
collection between 2022 and 2026, to telecommunications operators that run universalization programs
approved by the Board of Directors with their own resources. The benefit will be valid for five years from
January 1, 2022 and will be progressive: 10% in the first year; 25% in the second year; 40% in the third year;
and 50% from the fourth year onwards. In addition, the new legislation removes the obligation to share towers
within a distance of less than 500 meters from each other. The elimination of this obligation is essential for the
deployment of 5G in Brazil, including to ensure the densification scenario expected for the new technology.
In the first quarter of 2022, the Federal Government signed Decree 11,004/2022, which regulates the use of
Fust and establishes directions for the use of resources by the Management Board, instituted in June 2022. At
the beginning of July, the internal regulations of the Fust Management Board were published and a budget for
2023 was proposed for digital inclusion. In the second half of 2022, the management Board defined, in its Res.
02/2022, further details on the mechanisms for using the FUST, clarifying the role of the financial agent, the
accountability mechanism and the Anatel function in the application of the reduction of the contribution in the
waiver mechanism. The Board also unveiled connectivity programs for public elementary schools and projects
to expand connectivity and grants for low-income users.
Revision of the Service Quality Regulation
In December 2019, Anatel approved the new Telecommunication Services Quality Regulation (RQUAL), based
on a reactive regulation. In this new model, quality is measured on the basis of three main indicators – a
Service Quality Index, a Perceived Quality Index and a User Complaints Index – and operators are classified into
five categories (A to E). Based on this reactive regulation, Anatel will be able to take measures according to
specific cases, such as consumer compensation, the adoption of an action plan or the adoption of
precautionary measures to ensure quality standard improvements.
After a joint work of Anatel, operators and the Quality Assurance Support Authority (ESAQ) to define the
objectives, criteria and reference values of indicators, late November 2021, the Anatel Board of Directors
formalized the reference documents supporting this regulation: the Operating Manual and the Reference
Values; and established the operative coming into force on March 1, 2022, as well as the dissemination of
official indexes and the Quality Mark (which fosters competition on quality) at the start of 2023, considering
the results of the new indicators monitored in the second half of 2022.
Data protection
On August 14, 2018, the General Data Protection Law (Law 13,709/2018, “LGPD”) was promulgated.
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In December 2018, Provisional Measure 869/2018 created the National Data Protection Authority (ANPD), also
extended the entry into force of the Law to 24 months (August 2020).
In June 2020, Law 14,010/2020 deferred the coming into force of the LGPD, only for the provisions related to
fines and penalties, to August 2021. The other provisions of the law took effect in September 2020. In addition,
Decree 10,474/2020 (National Data Protection Authority) came into force in August 2020, establishing the
ANPD (Brazilian National Data Protection Authority), which is responsible for, among other things: developing
guidelines for the National Data Protection Policy; supervising companies and applying sanctions; and issuing
regulations and procedures on personal data protection.
In August 2021, articles relating to supervision and sanctions by the National Authority (ANPD) came into force.
In October 2021, the regulation (CD/ANPD no. 1 of October 2021) was approved for the supervision and
sanction administrative process, under the scope of competence of the ANPD.
In January 2022, the regulation (CD/ANPD no. 2 of January 2022) was approved implementing the LGPD for
small processing agents.
In June 2022, a Provisional Measure nº 1124 was published, transforming the Brazilian National Data Protection
Authority (“ANPD”) into an independent agency of special nature. The Provisional Measure has an immediate
effect but must be subject to a Congressional approval to be made into law.
In October 2022, Provisional Measure 1124 was converted into Law 14,460/22, transforming the Brazilian
National Data Protection Authority (“ANPD”) into an independent agency of special nature.
In December 2022, the new incident report form was published, with the obligation to report any breach of
personal data.
In January 2023, the ANPD became a self-sufficient entity connected to the Ministry of Justice and Public
Safety.
Digital Transformation, IoT and Artificial Intelligence
In March 2018, the E-Digital Decree (9319/2018 Decree) was published, in order to identify about 100 strategic
actions to encourage competition and the country’s level of online productivity, while increasing connectivity
and digital inclusion levels. These actions seek to address the digital economy’s main strategic questions,
including connectivity infrastructure, data use and protection, the IoT and IT security. In December 2021, the
MCTI began the review and approval is expected by the end of 2022.
The Decree on the National Plan for the Internet of Things (Decree 9854/2019) was published in June 2019, to
regulate and promote this technology in Brazil. The IoT is referred to as the “infrastructure integrating the
provision of value-added services with the ability to physically or virtually connect things using devices based
on existing information and communication technology and their evolution, with interoperability”. The Decree
lists the following topics, defining them as necessary to further support the National Plan for the Internet of
Things: (i) science, technology and innovation; (ii) international integration; (iii) education and professional
training; (iv) connectivity and interoperability infrastructure; (v) regulation, security and privacy; (vi) economic
feasibility.
In order to develop an IoT environment in the country, Law 14108/2020 was passed. This law exempts base
stations and equipment that integrate machine-to-machine (M2M) ecosystems from FISTEL (an administrative
tax collected by Anatel) for 5 years and, in addition, extinguishes the previous license. The definition and
regulation of M2M communication systems are established by Anatel.
In April 2021, the Brazilian Strategy for Artificial Intelligence was published by MCTI with the objective of
guiding the actions in favor of the development of research and innovation in solutions with the use of Artificial
Intelligence, as well as its conscious use and ethical and ensuring innovation. In April 2022, a Public
Consultation was launched by the Senate in order to discuss the new regulatory framework for artificial
intelligence in Brazil. The Public Consultation is being held by a commission of specialized jurists that will
address economic-social contexts and benefits of artificial intelligence (AI); sustainable development and well-
being; innovation; AI research and development (resource funds and public-private partnerships); public
security; agriculture; industry; digital services; information technology; and healthcare robots.
In November 2022, the MCTI published the Order (“Portaria”) no. 6543, which approved the Brazilian digital
transformation strategy (“E-Digital”) for the 2022-2026 cycle. This regulation has established actions focused
on assuring growth of the telecommunications market, industry 4.0, education, the market and international
practices, the digitization of government platforms, privacy and security.
5G Auction
In February 2021, the Anatel Board of Directors approved the public notice for the 5G Auction. After which, the
Brazilian federal court of auditors (TCU) assessed the matter, which was completed on August 25, 2021. The
auction returned for analysis to Anatel, which on September 24, 2021 approved the notice. The auction
envisaged in the second half of 2021 was held in November 2021. TIM acquired 11 lots, with a total value
offered of 1.05 billion reais, in 3 frequency bandwidths: 3.5 GHz, 2.3 GHz and 26 GHz. The bandwidths acquired
have a series of obligations that must be satisfied with financial contributions or the construction of mobile
and fixed network infrastructures. Consequently, TIM guarantees the spectrum capacity necessary to pursue
its growth nationally on the mobile market, being ready to respond to its customers’ demands and to explore
new applications and develop innovative solutions calling for high-speed connectivity and capacity.
The main commitments associated with each bandwidth are:
■ 2.3 GHz: 4G coverage in certain municipalities and areas (south and south-east regions);
■ 3.5 GHz: 5G coverage in all municipalities with a population equal to or greater than 30,000 inhabitants +
in 138 municipalities + additional contributions to EAF (“Entidade
fiber backhaul obligations
Administradora da Faixa”, new entity that has already been constituted) to carry out the following
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projects: clean-up 3.5 GHz, deployment of fiber optic in Amazonia and building a private network for
exclusive federal government use;
■ 26 GHz: contributions to EACE (“Entidade Administradora da Conectividade de Escolas”, new entity that
has already been constituted) to carry out connectivity schools’ projects.
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COMPETITION
Domestic
The market
In 2021, the Italian TLC market showed a significant reduction in revenues (-2.8% YoY) for both the fixed
network (-1.3% YoY) and the mobile network (-4.6% YoY)2.
During the first half of 2022, the reduction was accentuated of revenues (-4.4% YoY) in both market contexts
(fixed network -4.4% YoY, mobile network -3.2% YoY)3.
After the most acute phases of the Sars-Cov-2 pandemic, which struck Italy before the other European
countries, in 2021, the Italian economy recorded strong growth (+6.6% YoY), approaching pre-pandemic levels.
The fourth quarter of 2022 recorded a growth trend of +1.4% (4th quarter 2022 vs 4th quarter 2021)4, while the
2022 annual change for 2022 came to +3.7%5.
The restrictions applied to economic activities and social behavior, which had sparked significant phenomena
with impacts on the use of ICT services, were progressively attenuated and ultimately eliminated entirely.
Despite the attenuation of the restrictions, the growth of data traffic per line, which had accelerated in 2020
during the lock-down, continued in 2021 and remained, albeit with somewhat lesser intensity, in 2022 too, for
both the fixed network (Jan-Sep: 2020 +40.5% YoY, 2021 +17% YoY, 2022 +6.8% YoY), and the mobile network
(Jan-Sep: 2020 +54.1% YoY, 2021 +34.8% YoY, 2022 +28.0% YoY)6.
In terms of long-term trends, the development of Broadband and Ultrabroadband continues to be the main
factor of market evolution. The greater availability of Ultrabroadband will increasingly allow operators to
develop convergent offers that combine Media & Entertainment, IT and Digital services with TLC services. The
offer of these services will further increase the adoption of Broadband by customers.
The Italian telecommunications market remains highly competitive, with the greatest impact of market
dynamics on voice and data connectivity services. Furthermore, in the new digital world, telecommunications
operators have to deal with Over The Top - OTT and device manufacturers with completely different
competitive assets and logic. All this is also borne out by the major reduction in the TLC price index recorded in
2021 (-6% YoY)7, which remains in 2022 in a context of general inflation at +9.2% with Communications at
+0.8% (general trending consumer price variation index in February 2023)8.
The traditional business models of the various market players are, therefore, changing over time to exploit new
opportunities and meet the challenges posed by the new competitors:
■
■
in the media and entertainment sector, due to the growing importance of the Internet as a
complementary distribution platform, in 2021, the Italian television market saw the further development of
video on demand (VOD and SVOD) services, combined with the growing diffusion of OTT services that
include linear video content. The central role played by the Broadband network in these new use modes
sees players like the mentioned OTT, telecommunications operators and consumer electronics producers
play an increasingly important role;
in the Information and Communication Technology market, although there was overall growth in both
2021 (+5.3% YoY)9 and in the first half of 2022 (+3% YoY)10, the traditional fixed-line and mobile TLC
component contracted, in favor of IT components related to digital transformation, especially for large
companies, for example with the adoption of Cloud solutions for their technological infrastructures. In this
sector, telecommunications operators have been strengthened, including through partnerships, to take
advantage of the growth that, in the next few years, will be driven by the digitalization of SMEs and the
investments of the NRRP (National Recovery and Resilience Plan).
With regards to the current positioning of the telecommunications operators in convergent markets, certain
trends are seen, already mentioned above with different levels of evolution:
■
■
the development of new services in the sector of media and entertainment (TV, Music, Gaming) and new
digital services (smart home, digital advertising, mobile payment-digital identity);
the development of innovative services in the IT market, particularly Cloud, IoT and Cybersecurity services.
As regards 5G, after the assignment of frequencies in 2018 and the launch of the service by TIM and Vodafone
in 2019, by Wind Tre, Fastweb and Iliad in 2020, 2021 and 2022 were characterized by the progressive
deployment of the network on the national territory.
Competition in the fixed telecommunications sector
The fixed-line telecommunications market has continued to see a downturn in access and voice revenues,
while Broadband and Ultrabroadband revenues have shown growth. In recent years, service providers have
concentrated mainly on expanding the penetration of Broadband and Ultrabroadband services and defending
Voice revenues by introducing bundled voice, Broadband and service deals in a highly competitive
environment with consequent pricing pressure.
2 Source: AGCOM “2022 Annual Report” (2021 data).
3 Source: AGCOM observatory 2nd quarter 2022.
4 Source: ISTAT quarterly data.
5 Source: ISTAT GDP AND AP INDEBTEDNESS March 1, 2023.
6 Source: AGCOM observatory 3rd quarter 2022.
7 Source: processing of AGCOM data (2022 report - 2021 data).
8 Source: ISTAT - Consumer price index for families of blue collars and white collars at October 2022.
9 Source: Assinform – “Il digitale in Italia 2022” (2021 data).
10 Source Anitec-Assinform - “Il digitale in Italia 2022 vol.2 (data 1st half 2022).
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In March 2022, the total number of fixed accesses recorded its sixth consecutive quarter of growth, with a
significant reduction in June 2022 and a slight recovery in the third quarter of 202211.
The market scenario shows significant infrastructural interventions, not only by TIM but also by other subjects,
first and foremost Open Fiber, Infratel (operative company of the Ministry of Economic Development) and
Fastweb, which have submitted and are deploying in a great many areas of the country, the development
plans for their fiber optic telecommunications networks.
Competition in the Italian fixed-line telecommunications market is also characterized by the presence of other
service providers besides TIM, such as Wind Tre, Fastweb, Vodafone, and Sky, which have business models
focused on different segments of the market. 2022 saw Iliad enter the Ultrabroadband connectivity sector,
which reached around 84 thousand customers in September 202212.
The Broadband market records a progressive increase in the penetration of Ultrabroadband lines with speeds
in excess of 30 Mbps (FTTC, FTTH) with respect to the total number of Broadband lines.
The spread of Broadband continues to be driven not only by enabling devices (e.g. smart TV, smart speakers,
smart devices) but also by the growing demand for speed and the introduction of new IP services, which are
becoming ever more popular (media and entertainment, IT, digital services).
Competition in the mobile telecommunications sector
In the mobile market, the solid growth continues of the Machine to Machine (M2M) SIMs, despite the fact that
the recent outlook has led to a slow-down in the 3rd quarter of 2022, whilst Human SIMs, after a long series of
quarters posting a decline, starting the 2nd quarter of 2021 have returned to growth.
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 of the Italian mobile telecommunications market in 2022 continues to be
characterized by an aggressive offer from the operator Iliad in terms of price and volume of data, followed by
those of other operators, resulting in general pressure on market prices. The operator Iliad and the virtual
operators in general continue to win over customers and, consequently, market share, to the detriment of
other infrastructured operators, mainly those with the highest market share.
This scenario has continued to lead to a drop in comprehensive mobile revenues in the first half of 2022 (-3.2%
YoY)13, even if competition pressure on tariffs has eased, with the main mobile operators having adopted a
“more-for-more” commercial positioning, increasing prices in exchange for better network performance and
better overall quality of service.
The competition on 5G continues with the simultaneous presence of TIM, Vodafone, Wind Tre, Iliad and
Fastweb for mobile offers and a progressive coverage of the main cities. The spread of 5G has also begun in
the business segment, enabling specialized solutions for the vertical markets, even if the spread of these
services in this segment has not yet taken off.
Brazil
In 2022, the macroeconomic scenario remained under pressure due to inflation, mainly due to food and energy
prices and interest rates. The entire process of the presidential elections entailed great uncertainty and
volatility, leading to the deferral of investments. The contention is clearly polarized between two populist
candidates, which has increased the country’s tax risk. Lula, who won, had suggested to the market that he
would have been able to construct a pragmatic government, close to that of his first mandate, but the choices
that he made for the main country ministries have given rise to some doubts. If the market previously believed
that the interest rates had now stopped rising and that they would have started dropping in the first half of
2023, now a new increase cannot be excluded, which would delay the start of the reduction. In addition, on the
international scene, the war in Ukraine that broke out at the start of the year has had repercussions on the
world economy, in particular on the increase in inflation.
Forecasts for the coming years still suggest a difficult context: volatility looks set to continue at least for the
whole of 2023, in light of the uncertainty of the electoral outcome, the poor economic growth that limits the
capacity to support an increase in income despite an employment rate up since 2021 and the persistent
inflation that requires costs to be managed. As interest rates have been increased in a bid to slow inflation, we
expect to see investors shift towards bank investments and a simultaneous distancing from the stock market.
Maintenance of the “Auxílio Brasil” at 600 reais, with a supplement of 150 reais for each child aged up to six
years old and the increase in the minimum wage with respect to that established previously can support
consumption, including that for telecommunications services.
The mobile telecommunications sector was consolidated in 2022 with the finalization of the sale of Oi. The
buying companies are migrating their customer base and infrastructure. With one operator fewer, the sector
has seen some rationality prevail in the market and in competition, with service providers maintaining their
focus on the development of offers that are increasingly attractive to consumers, not only in terms of price but
also with additional services, for example through partnerships with companies supplying streaming of video
contents. The great challenge consists of increasingly involving customers, offering a more convenient, more
fluid end-to-end experience with all-digital integration solutions in order to reduce the churn and seek to
monetize the customer base.
In the prepaid segment, in November 2022, the customer base had declined by 5.4% YoY, but the impact of the
acquisition of the Oi customer base by TIM, VIVO and Claro, following the switch-off, was strong. With Oi
11 Source: AGCOM observatory 3rd quarter 2022.
12 Source: AGCOM observatory 3rd quarter 2022, Iliad 2.6% share on FTTH lines.
13 Source: AGCOM observatory 2nd quarter 2022.
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leaving the market (the most aggressive operator in terms of price) and the consequent lesser competition,
greater rationality is expected on the market. The main aim of market operators was to increase the
percentage use of services, leveraging the SIM card consolidation process in progress on the market,
encouraging migration towards weekly (and monthly) or hybrid (Controle postpaid) plans, offering a range of
service bundles according to the needs of customers (unlimited voice calls or data packages). This strategy
aims to improve the customer base mix and ensure greater stability (and a reduction in the churn rate) and
the growth in ARPU.
In November 2022, the postpaid mobile telephone segment recorded an increase of 6.1% YoY of the customer
base, thanks in particular to the growth of the M2M market but also with significant growth in the postpaid, ex-
M2M, market. This market still suffers the effect of migrations from the prepaid segments to hybrid “controle”,
but this year was particularly marked by the acquisition of the Oi customer base by TIM, VIVO and Claro,
following the switch-off. With Oi off the scene, we expect to see greater market rationality. This growth is
based on offer segmentation strategies, through the introduction of distinctive characteristics in the use of
data services (e.g. unlimited use of data on specific apps such as WhatsApp, Facebook, Twitter, Netflix, etc.) in
pursuing a “More for More” policy logic that aims to guarantee a greater stability of prices and an effective
repositioning of the customer base on higher value offers (voice + data + bundle with OTT contents).
Service quality is still an element of differentiation. The telecommunication suppliers that have invested more
in the development of 4G networks (coverage and capacity) and in the improvement of processes shaping
customer experiences will have a greater capacity to apply premium prices because customers increase their
expectations and assign increasing importance to the quality of data services and higher value contents. The
main mobile operators already provide 4G coverage for over 99.8% of the Brazilian population (up to
November 2022), with the three main operators offering average 4G availability in excess of 94% (according to
the December 2022 Teleco report).
After the 5G auction in November 2021, 2022 was marked by the beginning of implementation of 5G in the
country by operators. First, 5G was implemented in the country's major capitals and now will be following the
schedule established on the auction of the most populous cities until completing all the municipalities.
Operators' ultimate goal is to be able to increase mobile ARPU due to the consumption of new services
enabled by 5G (e.g.: latency-based rates, additional features such as entertainment packages). The 5G is
expected to bring new applications for B2B segment in a lot of industries. The 5G market already reached 5.1
million subscriptions by November 2022 (representing 2% of the market).
The fixed Broadband market registered a slowdown growth in the last year with growth of +7.7% in November
2022 (YoY), against +11.7% in November 2021 (YoY), maybe impacted by smaller Internet service providers
(ISPs) underreport. The growth comes mainly from ISPs (+16.6% YoY in November 2022), which tend to offer
cheaper services and reach areas where traditional operators have limited infrastructure. The main IPOs that
took place in 2021 (Brisanet, Unifique and Desktop) besides other investment in ISPs brought some capital to
increase coverage. As a result, traditional incumbent operators are experiencing sharp declines in their
customer base, with the exception of TIM Live and Vivo. Population penetration rates are still quite low (around
60%, reaching 72 million households in Brazil in 2022) when compared to many other countries, which means
that there are good opportunities for growth in the medium term, sustained by the improvement of the
macroeconomic situation.
In this context, in 2017 TIM adopted a commercial strategy to enable TIM Live to expand coverage and its
customer base, offering Ultrabroadband Internet services, mainly through FTTH, not only in some of the
largest cities of Brazil, but also in cities where opportunities are available for a similar high-quality service. In
addition, focusing on reducing friction points to improve retention. TIM Live has a customer base of over 712
thousand users in November 2022 (an increase of 4.2% year on year). In order to achieve faster and smarter
growth, the way was to carve-out fiber assets and deployment of asset light model to accelerate footprint
growth. TIM Live was recognized for the 6th year as the best Broadband service by a major Brazilian
newspaper.
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CONSOLIDATED FINANCIAL POSITION AND
CASH FLOWS PERFORMANCE
Non-current assets
■ Goodwill: increase of 543 million euros, from 18,568 million euros at December 31, 2021 to 19,111 million
euros at December 31, 2022, mainly due to the posting of Goodwill following the acquisition by the Brazil
cash generating unit of part of the mobile business of Oil Movél S.A. (Oi Group) for 502 million euros (2,636
million reais converted at the real/euro exchange rate of 5.25403). In addition, in the Domestic cash
generating unit, an increase is recorded of 10 million euros connected with the acquisition of control over
the companies Staer Sistemi S.r.l., Mindicity S.r.l. and Movenda S.p.A..
In 2022, the exchange difference was positive for 31 million euros and relates to the goodwill attributed to
the Brazil Cash Generating Unit1.
Further details are provided in the Notes “Business combinations” and “Goodwill” to the Consolidated
Financial Statements at December 31, 2022 of the TIM Group.
■
Intangible assets with a finite useful life: these increased by 509 million euros, from 7,147 million euros at
the end of 2021 to 7,656 million euros at December 31, 2022, representing the balance of:
•
•
•
capex (+ 1,128 million euros);
amortization charge for the year (-1,517 million euros);
other disposals, exchange differences and other changes (for a net positive balance of 898 million
euros). Exchange gains are recorded for 175 million euros mainly in relation to the Brazil Business Unit;
other changes refer mainly to the entrance into the consolidation scope of the mobile telephone
assets of Oi Móvel S.A. acquired by the TIM Group in April 2022 (685 million euros).
■ Tangible assets: these increased by 789 million euros, from 13,311 million euros at the end of 2021 to
14,100 million euros at December 31, 2022, representing the balance of:
•
capex (+2,828 million euros);
• depreciation charge for the year (-2,348 million euros);
•
other disposals, exchange differences and other changes (for a net positive balance of 309 million
euros). Exchange gains are recorded for 228 million euros in relation to the Brazil Business Unit; other
changes refer mainly to the entrance into the consolidation scope of the mobile telephone assets of Oi
Móvel S.A. (112 million euros).
■ Rights of use assets: these increased by 641 million euros, from 4,847 million euros at the end of 2021 to
5,488 million euros at December 31, 2022, representing the balance of:
•
•
investments (+121 million euros) and increases in lease contracts (+832 million euros);
amortization charge for the year (-912 million euros);
• disposals, exchange differences and other changes (for a net positive balance of 600 million euros).
Exchange gains are recorded for 143 million euros and mainly relate to the Brazil Business Unit; other
changes refer mainly to the entrance into the consolidation scope of the mobile telephone assets of Oi
Móvel S.A. (558 million euros) and changes connected with the lesser value of the rights of use
recorded as a result of contractual changes during the year.
■ Other non-current assets: came to 5,440 million euros and reduced compared with December 31, 2021 by
5,804 million euros, mainly due to:
•
•
the sale of the indirect investment held in INWIT following the sale, by TIM S.p.A., of a 41% share in the
share capital of the holding company Daphne 3 S.p.A., which in turn holds a 30.2% share in INWIT;
the reversal, by TIM S.p.A., of Deferred tax assets in respect of the exercise of the option to revoke
realignment of goodwill.
Consolidated equity
Consolidated equity amounted to 18,725 million euros (22,039 million euros at December 31, 2021), of which
15,061 million euros attributable to Owners of the Parent (17,414 million euros at December 31, 2021) and 3,664
million euros attributable to non-controlling interests (4,625 million euros at December 31, 2021). In greater
detail, the changes in consolidated equity were the following:
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 5.56520
at December 31, 2022 and 6.32047 at December 31, 2021.
Report on operations
of the TIM Group
Consolidated Financial Position and Cash Flows
Performance
56
(million euros)
At the beginning of the year
Total comprehensive income (loss) for the year
Dividends approved by:
TIM S.p.A.
Other Group companies
Daphne 3 - deconsolidation
FiberCop - capital increase
Daphne 3 - distribution of additional paid-in capital
Equity instruments
Other changes
At the end of the year
12/31/2022
22,039
(1,912)
12/31/2021
28,840
(8,110)
(86)
—
(86)
(1,332)
—
—
6
10
18,725
(373)
(318)
(55)
—
1,750
(42)
33
(59)
22,039
Cash flows
Adjusted net financial debt at December 31, 2022 was equal to 25,364 million euros (22,187 million euros as of
December 31, 2021).
The Group’s operating free cash flow for 2022 showed absorption of 625 million euros: operating cash
generation, positive for 1,617 million euros, is counterbalanced by the payment made in September 2022 of the
last tranche of the right to use 5G frequencies in Italy (1,738 million euros) as well as other payments for the
acquisition of rights of use of telecommunication service frequencies in Brazil and Italy for a total of 504 million
euros. In 2021, operating free cash flow was positive for 1,444 million euros (+1,879 million euros operating cash
generation against 435 million euros for the acquisition of rights of use of telecommunication service
frequencies).
The main transactions that had an impact on the change in adjusted net financial debt are as follows:
Change in adjusted net financial debt
(million euros)
EBITDA
Capital expenditures on an accrual basis
Change in net operating working capital:
Change in inventories
Change in trade receivables and other net receivables
Change in trade payables
Change in payables for mobile telephone licenses/spectrum
Other changes in operating receivables/payables
Change in employee benefits
Change in operating provisions and Other changes
Net operating free cash flow
% of Revenues
Sale of investments and other disposals flow
Share capital increases/reimbursements, including incidental
expenses
Financial investments
Dividends payment
Increases in lease contracts
Finance expenses, income taxes and other net non-operating
requirements flow
Reduction/(Increase) in adjusted net financial debt from
continuing operations
Reduction/(Increase) in net financial debt from Discontinued
operations/Non-current assets held for sale
Reduction/(Increase) in adjusted net financial debt
2022
(a)
5,347
(4,077)
(1,736)
(35)
(81)
398
(2,144)
126
156
(315)
(625)
(4.0)
1,341
2
(1,905)
(68)
(832)
(1,090)
(3,177)
—
(3,177)
2021
(b)
5,080
(4,630)
733
(39)
257
584
369
(438)
(83)
344
1,444
9.4
1,935
(42)
(102)
(368)
(667)
(1,061)
1,139
—
1,139
Change
(a-b)
267
553
(2,469)
4
(338)
(186)
(2,513)
564
239
(659)
(2,069)
(13.4) pp
(594)
44
(1,803)
300
(165)
(29)
(4,316)
—
(4,316)
Report on operations
of the TIM Group
Consolidated Financial Position and Cash Flows
Performance
57
The Equity Free Cash Flow for 2022 amounted to 624 million euros (632 million euros in 2021). This financial
measure represents the free cash flow available for the remuneration of own capital, to repay debt and to
cover any financial investments and payments of licenses and frequencies.
The Equity Free Cash Flow is calculated as follows:
(million euros)
Reduction/(Increase) in adjusted net financial debt from
continuing operations
Impact for finance leases (new lease operations and/or renewals
and/or extensions (-)/any terminations/early extinguishing of
leases (+))
Payment of TLC licenses and for the use of frequencies
Financial impact of acquisitions and/or disposals of investments
Dividend payment and Change in Equity
Equity Free Cash Flow
2022
(3,177)
827
2,242
666
66
624
2021
1,139
452
435
(1,804)
410
632
Change
(4,316)
375
1,807
2,470
(344)
(8)
In addition to what has already been described with reference to EBITDA, the change in adjusted net financial
debt for 2022 was particularly impacted by the following:
Capital expenditures and for mobile telephone licenses/spectrum
Capital expenditures and expenses for mobile telephone licenses/spectrum for 2022 were 4,077 million euros
(4,630 million euros in 2021).
Capex is broken down as follows by operating segment:
(million euros)
Domestic
Brazil
Other Operations
Adjustments and eliminations
Consolidated Total
% of Revenues
In particular:
3,207
870
—
—
4,077
25.8
2022
% weight
78.7
21.3
—
—
100.0
2021
Change
% weight
72.9
27.1
—
—
100.0
3,377
1,253
—
—
4,630
30.2
(170)
(383)
—
—
(553)
(4.4)pp
■
■
the Domestic Business Unit reports capital expenditures of 3,207 million euros, with a significant portion
intended for the development of FTTC/FTTH networks (including 80 million euros for the acquisition of
telecommunications licenses), down by 170 million euros compared to 2021, mainly due to the
streamlining and prioritization of spending implemented by the Business Unit;
the Brazil Business Unit posted capital expenditures in 2022 of 870 million euros (1,253 million euros for
2021). Excluding the impact of changes in exchange rates (+211 million euros), capex decreased by 594
million euros on the previous year. More specifically, capex for 2021 included the acquisition of frequencies
for 5G services (564 million euros). Technological investments represent 91% of total capex and were
mainly driven by mobile Broadband coverage to achieve completion of 100% of Brasil municipalities, by
the significant coverage of capitals with new 5G SA technology and by the full completion of Oi
infrastructure integration. Besides Mobile core business expansion, the Business Unit continued to develop
the Ultrabroadband residential business with FTTH technology (UltraFibre).
Change in net operating working capital
In 2022, net operating working capital showed a reduction of 1,736 million euros (+733 million euros in 2021),
mainly due to the change in trade payables and for mobile telephone licenses/spectrum (-2,144 million euros),
only partly offset by the
in trade payables (+398 million euros) and other operating
receivables/payables (+126 million euros).
increase
Sale of investments and other disposals flow
In 2022, it was positive for 1,341 million euros and was connected mainly to the sale by TIM S.p.A. to a
consortium of investors led by Ardian, of 41% of the capital of the holding company Daphne 3, which holds a
30.2% share in Infrastrutture Wireless Italiane ("INWIT"). Further details are provided in the Note on
“Investments” in the TIM Group Consolidated Financial Statements at December 31, 2022.
In 2021, it was positive for 1,935 million euros, and mainly comprised the collection consequent to the sale of
37.5% of FiberCop S.p.A. (1,759 million euros) and the collection consequent to the sale of 51% of I-Systems
(172 million euros).
Change in employee benefits
In 2022, employee benefits increased by a total of 156 million euros, mainly related to the effect of provision
net of uses connected to managerial and non-managerial staff, also in accordance with the application of Art.
Report on operations
of the TIM Group
Consolidated Financial Position and Cash Flows
Performance
58
4 of Italian Law no. 92 of June 28, 2012 and the former Art. 41, subsection 5bis, Italian Legislative Decree no.
148/2015, as per agreements signed during the year with the trade unions and referring entirely to the Italian
companies of the Domestic Business Unit.
Financial investments
In 2022, the item came to 1,905 million euros and mainly included the impacts deriving from the acquisition of
100% of the share capital of Cozani RJ Infraestrutura e Rede de Telecomunicações S.A., the company
corresponding to the part of the assets, rights and obligations of Oi Móvel - Em Recuperação Judicial,
purchased by the TIM Group.
Increases in lease contracts
In 2022, the item came to 832 million euros (667 million euros in 2021) and includes the greater value of rights
of use entered following new passive lease contracts, increases in lease charges and the renegotiation of
existing lease contracts.
Financial expenses, income taxes and other net non-operating
requirements flow
In 2022, the flow has a negative balance for a total of 1,090 million euros (negative for 1,061 million euros in
2021). It mainly includes outflows relating to financial management components, as well as the payment of
income tax expense and changes in non-operating payables and receivables.
Sales of receivables to factoring companies
It should be noted that sales without recourse of trade receivables to factoring companies completed during
2022 resulted in a positive effect on the adjusted net financial debt at December 31, 2022 amounting to 1,155
million euros (1,536 million euros at December 31, 2021).
Report on operations
of the TIM Group
Consolidated Financial Position and Cash Flows
Performance
59
Net financial debt
Net financial debt is composed as follows:
(million euros)
Non-current financial liabilities
Bonds
Amounts due to banks, other financial payables and liabilities
Non-current financial liabilities for lease contracts
Current financial liabilities (*)
Bonds
Amounts due to banks, other financial payables and liabilities
Current financial liabilities for lease contracts
Financial liabilities directly associated with Discontinued
operations/Non-current assets held for sale
Total Gross financial debt
Non-current financial assets
Securities other than investments
Non-current financial receivables arising from lease contracts
Financial receivables and other non-current financial assets
Current financial assets
Securities other than investments
Current financial receivables arising from lease contracts
Financial receivables and other current financial assets
Cash and cash equivalents
Financial assets relating to Discontinued operations/Non-
current assets held for sale
Total financial assets
Net financial debt carrying amount
Reversal of fair value measurement of derivatives and related
financial liabilities/assets
Adjusted Net Financial Debt
Breakdown as follows:
Total adjusted gross financial debt
Total adjusted financial assets
(*) of which current portion of medium/long-term debt:
Bonds
Amounts due to banks, other financial payables and liabilities
Current financial liabilities for lease contracts
12/31/2022
(a)
12/31/2021
(b)
Change
(a-b)
15,259
6,480
4,597
26,336
2,799
2,240
870
5,909
—
32,245
—
(49)
(1,602)
(1,651)
(1,446)
(69)
(154)
(3,555)
(5,224)
—
(6,875)
25,370
(6)
25,364
31,682
(6,318)
2,799
1,139
856
17,383
6,054
4,064
27,501
3,512
2,433
651
6,596
—
34,097
—
(45)
(2,285)
(2,330)
(2,249)
(56)
(142)
(6,904)
(9,351)
—
(11,681)
22,416
(229)
22,187
32,564
(10,377)
3,512
898
648
(2,124)
426
533
(1,165)
(713)
(193)
219
(687)
—
(1,852)
—
(4)
683
679
803
(13)
(12)
3,349
4,127
—
4,806
2,954
223
3,177
(882)
4,059
(713)
241
208
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 fixed-
rate and variable-rate debt structure and uses derivative financial instruments to achieve that composition. In
consideration of the Group's operating activities, the optimum combination of medium/long-term non-current
financial liabilities has been identified, on the basis of the nominal value, in the 65%-85% range for the fixed-
rate component and in the 15%-35% range 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.
Report on operations
of the TIM Group
Consolidated Financial Position and Cash Flows
Performance
60
For further details, see the “Alternative performance measures” chapter.
Adjusted net financial debt amounted to 25,364 million euros at December 31, 2022, an increase of 3,177
million euros compared to December 31, 2021 (22,187 million euros). This increase is attributable on the one
hand to the positive effect of:
■
■
the aforementioned cash flow from operative-financial management;
the coverage of a total of 1,184 million euros due to the sale of 41% and the consequent deconsolidation of
the holding company Daphne 3, which holds a 30.2% share in Infrastrutture Wireless Italiane ("INWIT"),
which were offset by the impacts related to:
■
■
■
the acquisition in Brazil of the mobile business of the Oi Group for a total of 1,874 million euros;
the payment of telecommunications frequencies and related commitments in Italy and Brazil for 2,242
million euros;
the accounting impact of the renegotiation of (IFRS 16) lease contracts, 827 million euros net of lease
contracts considered in the Oi acquisition value (557 million euros).
For a better understanding of the information, the table below shows the various ways by which the Net
Financial Debt can be shown:
(million euros)
Net financial debt carrying amount
Reversal of fair value measurement of derivatives and related
financial liabilities/assets
Adjusted Net Financial Debt
Leases
Adjusted Net Financial Debt - After Lease
12/31/2022
(a)
25,370
(6)
25,364
(5,349)
20,015
12/31/2021
(b)
22,416
(229)
22,187
(4,614)
17,573
Change
(a-b)
2,954
223
3,177
(735)
2,442
Net financial debt carrying amount amounted to 25,370 million euros at December 31, 2022, an increase of
2,954 million euros compared to December 31, 2021 (22,416 million euros). Reversal of the fair value
measurement of derivatives and related financial liabilities/assets recorded a change of 223 million euros,
essentially following the greater impact of the rise in Euro interest rates with respect to USD rates, which
effectively revalue the cash flow hedges. This change is adjusted by the booked Net Financial Debt with no
monetary effect.
Adjusted Net Financial Debt – After Lease (net of lease contracts), which is a parameter adopted by main
European peers, was equal to 20,015 million euros at December 31, 2022, up by 2,442 million euros compared
to December 31, 2021 (17,573 million euros).
Gross financial debt
Bonds
Bonds at December 31, 2022 totaled 18,058 million euros (20,895 million euros at December 31, 2021).
Repayments totaled a nominal 17,552 million euros (20,338 million euros at December 31, 2021).
The change in bonds during 2022 was as follows:
(millions of original currency)
Repayments
Telecom Italia S.p.A 2002-2022 reserved for subscription by employees
Telecom Italia S.p.A. 1,250 million euros 5.25% (1)
Telecom Italia S.p.A. 2,000 million euros 1.125% Convertible bond
(1) Net of buy-backs totaling 366 million euros made by the company in 2015.
Currency
Amount Repayment date
Euro
Euro
Euro
214
884
2,000
1/1/2022
2/10/2022
3/26/2022
On January 20, 2023, TIM issued a 5-year Bond for an amount of 850 million euros, coupon 6.875%.
Report on operations
of the TIM Group
Consolidated Financial Position and Cash Flows
Performance
61
Revolving Credit Facility and Term Loan
The following table shows committed credit lines(*) available at December 31, 2022:
(billion euros)
12/31/2022
Sustainability-linked RCF - May 2026
Total
Agreed
4.0
4.0
Drawn down
—
—
12/31/2021
Agreed
4.0
4.0
Drawn down
—
—
(*) In accordance with the contract signed, the Banks have committed to make the funds available on demand (with at least 3 days’ notice). As this
is a “Committed” line, the banks have no mechanisms in place not to honor the request for funds made by the Company, without prejudice to the
market standard early mandatory cancellation clauses (Natural contract expiry, Change in control, Borrower illegality, Events of default).
On July 6, 2022, TIM stipulated a new loan with a pool of leading international banks, which benefits from the
“Italy Guarantee” (in accordance with art. 1, subsection 1 of Decree-Law no. 23 of April 8, 2020 as subsequently
amended and supplemented) for an amount of 2 billion euros.
Maturities of financial liabilities and average cost of debt
The average maturity of non-current financial liabilities (including the current portion of medium/long-term
financial liabilities due within 12 months) was 6.51 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%, while the
average cost of the Group's debt "After Lease" was equal to approximately 3.9%.
Current financial assets and liquidity margin
The TIM Group’s available liquidity margin amounted to 9,001 million euros, equal to the sum of:
■
“Cash and cash equivalents” and “Current securities other than investments” for a total of 5,001 million
euros (9,153 million euros at December 31, 2021), also including 494 million euros in repurchase
agreements expiring by April 2023;
■ Sustainability-linked Revolving Credit Facility amounting to 4,000 million euros, totally available.
This margin is sufficient to cover Group financial liabilities (current and otherwise) falling due over the next 18
months.
In particular:
Cash and cash equivalents amounted to 3,555 million euros (6,904 million euros at December 31, 2021). The
different technical forms of investing available cash can be analyzed as follows:
■ maturities: investments have a maximum maturity of three months;
■ counterparty risk: investments by the European companies are made with leading banking, financial and
industrial institutions with high credit quality. Investments by the companies in South America are made
with leading local counterparties;
■ Country risk: deposits have been made mainly in major European financial markets.
Current securities other than investments amounted to 1,446 million euros (2,249 million euros at December
31, 2021): These forms of investment represent alternatives to the investment of liquidity with the aim of
improving returns. They included a total of 368 million euros of treasury bonds held by Telecom Italia Finance
S.A., 672 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 406 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.
In the fourth quarter of 2022, adjusted net financial debt decreased by 140 million euros compared to
September 30, 2022 (25,504 million euros).
(million euros)
Net financial debt carrying amount
Reversal of fair value measurement of derivatives and related
financial liabilities/assets
Adjusted Net Financial Debt
Breakdown as follows:
Total adjusted gross financial debt
Total adjusted financial assets
12/31/2022
(a)
25,370
9/30/2022
(b)
25,499
Change
(a-b)
(129)
(6)
25,364
31,682
(6,318)
5
25,504
32,671
(7,167)
(11)
(140)
(989)
849
Report on operations
of the TIM Group
Consolidated Financial Position and Cash Flows
Performance
62
CONSOLIDATED DATA – TABLES OF DETAIL
To follow, the Separate Consolidated Income Statements, Consolidated Statements of Comprehensive
Income, Consolidated Statements of Financial Position, Consolidated Statements of Cash Flows as well as
Other Information of the TIM Group.
Separate Consolidated Income Statement
(million euros)
Revenues
Other income
Total operating revenues and other income
Acquisition of goods and services
Employee benefits expenses
Other operating expenses
Change in inventories
Internally generated assets
Operating profit (loss) before depreciation and
amortization, capital gains (losses) and impairment
reversals (losses) on non-current assets (EBITDA)
Depreciation and amortization
Gains (losses) on disposals of non-current assets
Impairment reversals (losses) on non-current assets
Operating profit (loss) (EBIT)
Share of losses (profits) of associates and joint ventures
accounted for using the equity method
Other income (expenses) from investments
Finance income
Finance expenses
Profit (loss) before tax from continuing operations
Income tax expense
Profit (loss) from continuing operations
Profit (loss) from Discontinued operations/Non-current
assets held for sale
Profit (Loss) for the year
Attributable to:
Owners of the Parent
Non-controlling interests
2022
2021
Changes
(a-b)
(a)
15,788
213
16,001
(7,239)
(b)
15,316
272
15,588
(6,550)
absolute
472
(59)
413
(689)
(3,180)
(2,941)
(816)
22
559
(1,502)
10
475
5,347
(4,777)
36
—
606
23
206
1,115
(2,538)
(588)
(2,066)
(2,654)
—
(2,654)
(2,925)
271
5,080
(4,490)
1
(4,120)
(3,529)
38
126
1,124
(2,274)
(4,515)
(3,885)
(8,400)
—
(8,400)
(8,652)
252
(239)
686
12
84
267
(287)
35
4,120
4,135
(15)
80
(9)
(264)
3,927
1,819
5,746
—
5,746
5,727
19
%
3.1
(21.7)
2.6
(10.5)
(8.1)
45.7
—
17.7
5.3
(6.4)
—
—
—
(39.5)
63.5
(0.8)
(11.6)
87.0
46.8
68.4
—
—
66.2
7.5
Report on operations
of the TIM Group
Consolidated Data – Tables of detail
63
Consolidated Statements of Comprehensive Income
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
Statement and all non-owner changes in equity.
(million euros)
Profit (Loss) for the year
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
Income tax effect
2022
(2,654)
2021
(8,400)
(a)
(2)
—
(2)
(b)
7
—
7
Remeasurements of employee defined benefit plans (IAS19):
Actuarial gains (losses)
Income tax effect
Share of other comprehensive income (loss) of associates and joint
ventures accounted for using the equity method:
Profit (loss)
Income tax effect
Total other components that will not be reclassified subsequently to
Separate Consolidated Income Statement
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
Loss (profit) transferred to Separate Consolidated Income Statement
Income tax effect
Hedging instruments:
Profit (loss) from fair value adjustments
Loss (profit) transferred to Separate Consolidated Income Statement
Income tax effect
Exchange differences on translating foreign operations:
Profit (loss) on translating foreign operations
Loss (profit) on translating foreign operations transferred to Separate
Consolidated Income Statement
Income tax effect
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
Total other components that will be reclassified subsequently to
Separate Consolidated Income Statement
Total other components of the Consolidated Statement of
Comprehensive Income
Total comprehensive income (loss) for the year
Attributable to:
Owners of the Parent
Non-controlling interests
(c)
(d)
(e=b+c+d)
(f)
(g)
(h)
(i)
(k=f+g+h+i)
(m=e+k)
(a+m)
77
(17)
60
—
—
—
58
(130)
21
4
(105)
488
(235)
(61)
192
597
—
—
597
—
—
—
—
684
742
(1,912)
(2,365)
453
(8)
(3)
(11)
—
—
—
(4)
28
(6)
—
22
658
(365)
(71)
222
50
—
—
50
—
—
—
—
294
290
(8,110)
(8,374)
264
Report on operations
of the TIM Group
Consolidated Data – Tables of detail
64
Consolidated Statement of Financial Position
(million euros)
Assets
Non-current assets
Intangible assets
Goodwill
Intangible assets with a finite useful life
Tangible assets
Property, plant and equipment owned
Rights of use assets
Other non-current assets
Investments in associates and joint ventures
accounted for using the equity method
Other investments
Non-current financial receivables arising from lease
contracts
Other non-current financial assets
Miscellaneous receivables and other non-current
assets
Deferred tax assets
Total Non-current assets
Current assets
Inventories
Trade and miscellaneous receivables and other
current assets
Current income tax receivables
Current financial assets
Current financial receivables arising from lease
contracts
Securities other than investments, other financial
receivables and other current financial assets
Cash and cash equivalents
Current assets sub-total
Discontinued operations /Non-current assets held
for sale
of a financial nature
of a non-financial nature
(a)
Total Current assets
Total Assets
(b)
(b+a)
12/31/2022
(a)
12/31/2021
(b)
Changes
(a-b)
19,111
7,656
26,767
14,100
5,488
539
116
49
1,602
2,365
769
5,440
51,795
322
4,539
147
69
1,600
3,555
5,224
10,232
—
—
—
10,232
62,027
18,568
7,147
25,715
13,311
4,847
2,979
156
45
2,285
2,266
3,513
11,244
55,117
282
4,358
79
56
2,391
6,904
9,351
14,070
—
—
—
14,070
69,187
543
509
1,052
789
641
(2,440)
(40)
4
(683)
99
(2,744)
(5,804)
(3,322)
40
181
68
13
(791)
(3,349)
(4,127)
(3,838)
—
—
—
(3,838)
(7,160)
Report on operations
of the TIM Group
Consolidated Data – Tables of detail
65
(million euros)
Equity and Liabilities
Equity
Equity attributable to owners of the Parent
Non-controlling interests
Total Equity
Non-current liabilities
Non-current financial liabilities for financing
contracts and others
Non-current financial liabilities for lease contracts
Employee benefits
Deferred tax liabilities
Provisions
Miscellaneous payables and other non-current
liabilities
Total Non-current liabilities
Current liabilities
Current financial liabilities for financing contracts
and others
Current financial liabilities for lease contracts
Trade and miscellaneous payables and other
current liabilities
Income tax payables
Current liabilities sub-total
Liabilities directly associated with Discontinued
operations/Non-current assets held for sale
of a financial nature
of a non-financial nature
(c)
(d)
Total Current Liabilities
Total Liabilities
Total Equity and Liabilities
(e)
(f=d+e)
(c+f)
12/31/2022
(a)
12/31/2021
(b)
Changes
(a-b)
15,061
3,664
18,725
21,739
4,597
684
84
910
1,146
29,160
5,039
870
8,199
34
14,142
—
—
—
14,142
43,302
62,027
17,414
4,625
22,039
23,437
4,064
699
245
926
1,413
30,784
5,945
651
9,473
295
16,364
—
—
—
16,364
47,148
69,187
(2,353)
(961)
(3,314)
(1,698)
533
(15)
(161)
(16)
(267)
(1,624)
(906)
219
(1,274)
(261)
(2,222)
—
—
—
(2,222)
(3,846)
(7,160)
Report on operations
of the TIM Group
Consolidated Data – Tables of detail
66
Consolidated Statements of Cash Flows
(million euros)
Cash flows from operating activities:
Profit (loss) from continuing operations
Adjustments for:
Depreciation and amortization
Impairment losses (reversals) on non-current assets (including investments)
Net change in deferred tax assets and liabilities
Losses (gains) realized on disposals of non-current assets (including
investments)
Share of losses (profits) of associates and joint ventures accounted for using
the equity method
Change in employee benefits
Change in inventories
Change in trade receivables and other net receivables
Change in trade payables
Net change in income tax receivables/payables
Net change in miscellaneous receivables/payables and other assets/liabilities
Cash flows from (used in) operating activities
Cash flows from investing activities:
Purchases of intangible, tangible and rights of use assets on a cash basis
Capital grants received
Acquisition of control of companies or other businesses, net of cash acquired
Acquisitions/disposals of other investments
Change in financial receivables and other financial assets (excluding hedging
and non-hedging derivatives under financial assets)
Proceeds from sale that result in a loss of control of subsidiaries or other
businesses, net of cash disposed of
Proceeds from sale/repayments of intangible, tangible and other non-current
assets
Cash flows from (used in) investing activities
Cash flows from financing activities:
Change in current financial liabilities and other
Proceeds from non-current financial liabilities (including current portion)
Repayments of non-current financial liabilities (including current portion)
Change in hedging and non-hedging derivatives
Share capital proceeds/reimbursements (including subsidiaries)
Dividends paid
Changes in ownership interests in consolidated subsidiaries
Cash flows from (used in) financing activities
Cash flows from (used in) Discontinued operations/Non-current assets held for
sale
Aggregate cash flows
Net cash and cash equivalents at beginning of the year
Net foreign exchange differences on net cash and cash equivalents
Net cash and cash equivalents at end of the year
2022
2021
(2,654)
(8,400)
4,777
9
2,645
(242)
(23)
156
(35)
(81)
484
(478)
337
4,895
4,490
4,118
3,894
(120)
(38)
(83)
(39)
257
337
(313)
233
4,336
(6,305)
(4,013)
3
(1,316)
(26)
969
1,278
62
(5,335)
(436)
2,288
(4,615)
(36)
2
(68)
(4)
(2,869)
—
(3,309)
6,904
(40)
3,555
3
—
(100)
(1,183)
172
4
(5,117)
704
4,082
(3,072)
103
(42)
(368)
1,757
3,164
—
2,383
4,508
13
6,904
(a)
(b)
(c)
(d)
(e=a+b+c+d)
(f)
(g)
(h=e+f+g)
Report on operations
of the TIM Group
Consolidated Data – Tables of detail
67
Purchase of intangible, tangible and rights of use assets
(million euros)
Purchase of intangible assets
Purchase of tangible assets
Purchase of rights of use assets
Total purchase of intangible, tangible and rights of use assets on an accrual basis
Change in payables arising from purchase of intangible, tangible and rights of use
assets
Total purchases of intangible, tangible and rights of use assets on a cash basis
Additional Cash Flow information
(million euros)
Income taxes (paid) received
Interest expense paid
Interest income received
Dividends received
Analysis of Net Cash and Cash Equivalents
(million euros)
Net cash and cash equivalents at beginning of the year:
Cash and cash equivalents - from continuing operations
Bank overdrafts repayable on demand – from continuing operations
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
Net cash and cash equivalents at end of the year:
Cash and cash equivalents - from continuing operations
Bank overdrafts repayable on demand – from continuing operations
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
2022
(1,128)
(2,828)
(953)
(4,909)
(1,396)
(6,305)
2022
164
(1,668)
562
155
2021
(1,886)
(2,665)
(746)
(5,297)
1,284
(4,013)
2021
(242)
(1,440)
437
90
2022
2021
6,904
—
—
—
6,904
3,555
—
—
—
3,555
4,829
(321)
—
—
4,508
6,904
—
—
—
6,904
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, 2022.
Report on operations
of the TIM Group
Consolidated Data – Tables of detail
68
Other information
Average salaried workforce
(equivalent number)
Average salaried workforce – Italy
Average salaried workforce – Outside Italy
Total average salaried workforce (1)
2022
(a)
36,866
9,046
45,912
2021
(b)
38,826
9,116
47,942
Change
(a-b)
(1,960)
(70)
(2,030)
(1)
Includes agency contract workers: average 15 employees in Italy in 2022; average 12 employees in Italy in 2021.
Headcount at year end
(number)
Headcount – Italy
Headcount – Outside Italy
Total headcount at year end (1)
12/31/2022 12/31/2021
(b)
42,347
9,582
51,929
(a)
40,752
9,640
50,392
Change
(a-b)
(1,595)
58
(1,537)
(1)
Includes agency contract workers: 15 employees in Italy at 12/31/2022; 16 employees in Italy at 12/31/2021.
Headcount at year end – Breakdown by Business Unit
(number)
Domestic
Brazil
Other Operations
Total
12/31/2022 12/31/2021
(b)
42,591
9,325
13
51,929
(a)
40,984
9,395
13
50,392
Change
(a-b)
(1,607)
70
—
(1,537)
Report on operations
of the TIM Group
Consolidated Data – Tables of detail
69
AFTER LEASE INDICATORS
TIM Group, in addition to the conventional financial performance measures established by the IFRS, uses
certain alternative performance measures in order to present a better understanding of the trend of
operations and financial condition. Specifically, following the adoption of IFRS 16, the TIM Group presents the
following additional alternative performance measures:
EBITDA AFTER LEASE - TIM GROUP
(million euros)
4th Quarter
2022
4th Quarter
2021
ORGANIC EBITDA - excluding non-recurring items
Lease payments
EBITDA After Lease (EBITDA-AL)
1,490
(280)
1,210
Changes
2022
2021
Changes
absolute
39
(55)
(16)
%
2.7
(24.4)
(1.3)
1,451
(225)
1,226
6,029
(1,034)
4,995
%
absolute
(6.7)
(430)
(18.7)
(163)
(593) (10.6)
6,459
(871)
5,588
EBITDA AFTER LEASE - DOMESTIC
(million euros)
4th Quarter
2022
4th Quarter
2021
ORGANIC EBITDA - excluding non-recurring items
Lease payments
EBITDA After Lease (EBITDA-AL)
959
(131)
828
Changes
2022
2021
Changes
absolute
(42)
(3)
(45)
%
(4.2)
(2.3)
(5.2)
4,174
(512)
3,662
4,872
(509)
4,363
absolute
%
(698) (14.3)
(0.6)
(701) (16.1)
(3)
1,001
(128)
873
EBITDA AFTER LEASE - BRAZIL
(million euros)
4th Quarter
2022
4th Quarter
2021
ORGANIC EBITDA - excluding non-recurring items
Lease payments
EBITDA After Lease (EBITDA-AL)
531
(149)
382
455
(97)
358
Changes
2022
2021
Changes
absolute
%
76 16.9
(53.6)
(52)
7.6
24
1,863
(522)
1,341
1,599
(362)
1,237
absolute
%
264 16.4
(44.2)
(160)
8.5
104
ADJUSTED NET FINANCIAL DEBT AFTER LEASE - TIM GROUP
(million euros)
Adjusted Net Financial Debt
Leases
Adjusted Net Financial Debt - After Lease
12/31/2022
25,364
(5,349)
20,015
12/31/2021
22,187
(4,614)
17,573
Change
3,177
(735)
2,442
EQUITY FREE CASH FLOW AFTER LEASE - TIM GROUP
(million euros)
Equity Free Cash Flow
Change in lease contracts (principal share)
Equity Free Cash Flow After Lease
4th Quarter
2022
363
(154)
209
4th Quarter
2021
172
(138)
34
Change
191
(16)
175
2022
624
(650)
(26)
2021
Change
632
(570)
62
(8)
(80)
(88)
Report on operations
of the TIM Group
After Lease indicators
70
SUSTAINABILITY ASPECTS
Materiality analysis
In 2022, as envisaged by Italian Legislative Decree no. 254/2016, TIM carried out a Materiality Analysis, the
process underlying non-financial reporting. The analysis was carried out according to the updated Global
Reporting Initiative (“GRI”) standards, which now include a new process for identifying material topics, based
on the principle of the relevance of the impact, i.e. assessment of the effective or potential, negative or
positive impact the Group may have on the economy, society and environment for each material topic
identified.
The materiality process has also been simplified through the use of a specialized semantic analysis platform,
which has made it possible to collect a vast amount of documents updated dynamically and actively involved
the Enterprise Risk Management Department in assessing the risks connected with the topics identified.
Process of identifying the material topics
The 2022 material topics have been identified on the basis of a considerable document base, which takes
into account the specific ESG topics of the Technology & Telecommunication sector, the operative and
strategic context of the TIM Group, its business relations, industry peers and all other relevant organizations.
Obtaining the information and assuring it is constantly up-to-date has been guaranteed by the artificial
intelligence function underlying such platform and by a constant monitoring of the media to obtain data on
stakeholder sentiment.
The analysis was carried out with the direct involvement of TIM’s top management and a significant
sample of representatives of all categories of stakeholders who, through a survey, assessed and measured
the impacts associated with each topic.
Eight different categories of stakeholders have been involved: Customers, Suppliers, Financial Community,
Regulatory Entities, Civil Society, industry Business Community, Media and TIM People. The categories were
identified and assessed specifically, with an assessment carried out according to the specifications of the
international accountability standard AA100SES, which the TIM Group carries out every year in order to best
evaluate the evolution of its business relations.
For each material topic, the effective or potential, negative or positive impacts have been identified that
the TIM Group may have on the economy, environment and people, summarizing the outcomes of the
document analysis, the sentiment gathered from the media, the results of stakeholder and management
engagement and assigning a greater weight to external evidence and stakeholder perception. The process also
involved the Enterprise Risk Management Department to guarantee that the material topics identified fall
within the medium/high level risks monitored by the Group.
The material topics have been represented in table form with a list in order of relevance of impact and also
validated by means of a sensitivity analysis to verify the variation of the importance of the impact where the
weightings assigned to the different sources used, are varied.
In 2022, no significant changes were noted compared with the previous year, even if the update of GRI
Standards required a more detailed qualification of the topics, taking them from 12 in 2021 to 16 today.
Report on Operations of the
TIM Group
Sustainability aspects
71
Results at a glance
The 16 material topics identified with the materiality analysis carried out are listed below in order of relevance
of impact and highlighting the type and intensity of the impact.
The key topics for the Group and its stakeholders reflect the Sustainable Development Goals which TIM
believes it can help achieve through its own personnel, technologies and services, adopting policies that
promote and safeguard human rights and the environment.
Specifically, the relevant Goals are:
■ No. 3: Ensure healthy lives and promote well-being for all at all ages;
■ No. 4: Quality education;
■ No. 5: Gender equality;
■ No. 7: Affordable and clean energy;
■ No. 8: Decent work and economic growth;
■ No. 9: Industry, innovation and infrastructure;
■ No. 10: Reduced inequalities;
■ No. 11: Sustainable cities and communities;
■ No. 12: Responsible consumption and production;
■ No. 13: Take urgent steps to combat climate change and its consequences;
■ No. 16: Peace, justice and strong institutions;
■ No. 17: Strengthen the means of implementation and revitalize the global partnership for sustainable
development.
Report on Operations of the
TIM Group
Sustainability aspects
72
Validation and Review
The validation of the material topics and the entire materiality analysis process was carried out by the
Institutional Communication Sustainability, Sustainability & Sponsorship Department, with the support of
internal and external experts. The results shown in the table have also been validated by the Sustainability
Committee and the Control and Risk Committee. The materiality analysis is the basis for the 2022 Non-
Financial Statement and the construction of the Group’s ESG Strategic Plan.
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 updated analyses to specific stakeholder engagement activities.
Report on Operations of the
TIM Group
Sustainability aspects
73
RESEARCH AND DEVELOPMENT
Approach to innovation, choice of topics, innovation governance
process
The research and development of innovative technologies and services, processes and business models,
represents a key factor in the keeping up with the profound transformations of ICT, as well as an asset acting
as a driving force for customers and the countries in which the Group operates, helping to overcome the socio-
cultural barriers that limit the opportunity to participate in the information society and enjoyment of the
related benefits. The section below describes TIM’s activities in Italy and TIM S.A.’s activities in Brazil.
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 2022, TIM continued to strengthen an innovation model that leverages the eco-system concept, which is
fundamental to nurturing a virtuous circle for scouting, incubating and planning innovative initiatives. This is
realized, on the one hand, through labs as multi-site centers open virtually and connected in a unique digital
environment to support open innovation, and on the other hand, through collaboration with Universities of
excellence, thus creating a synergy oriented to the digital transformation of society, and which certifies TIM as
a reference partner in Italy.
In line with this, the Group has taken action in several ways:
■ by continuing the action to strengthen internal innovation lines, focusing the activity of laboratories and
research groups on the fundamental trends in the evolution of fixed and mobile networks towards 5G1 and
“beyond 5G” standards, Open RAN and Edge Cloud, on the “clouding” of network functions and on
network and service solutions based on artificial intelligence and machine learning and on the issues of
service platforms and new operation systems;
■ by selecting, accelerating and co-creating innovative ideas, products and services from the world of
startups2 and small and medium-sized enterprises (SMEs), in line with emerging innovative trends of
interest to TIM, in order to improve the commercial offer and internal processes, and encourage the
growth of the Italian startup ecosystem through the TIM WCap acceleration program and venture capital
investments made by TIM Ventures, the corporate venture capital arm3 of TIM.
The management of technological innovation involves different stakeholders both within and outside the
Company:
■ other areas of the company involved from time to time, both as internal customers for the innovation
output solution and as centers of expertise on the topic;
■
■
traditional and digital partners, for the joint go2market4 of digital services;
research centers and universities, for cooperation and joint projects. In 2022, research contracts were
initiated with nine Italian universities for a total value of approximately 900,000 euros;
■ at international level, a vast set of standardization bodies, associations, alliances, telco open communities,
which play a fundamental role in the evolution of the TLC industry/sector for networks, platforms and
services, in which TIM collaborates in partnership with the main stakeholders of the sector. In 2022, despite
the continuing international crisis due to the pandemic, TIM confirmed its membership of the main
standardization bodies and associations with 30 registrations for a total commitment of around 800,000
euros, placing the emphasis on interaction, not only with associations closely linked to the world of
telecommunications, but also integrating with other industrial sectors such as the automotive sector and
industry 4.0. Participation in international bodies has enabled TIM to increase its intellectual assets, both in
terms of the acquisition of know-how and through direct contribution, aimed at promoting its industrial
strategy and intellectual property (with the approval of solutions based on TIM patents in standards);
■ at the national level there are numerous collaborative relationships with various Ministries, the European
Union, Public Bodies (e.g. the National Research Council and local authorities), for the realization of
projects financed through participation in calls for tenders and partnership initiatives. In this area, in 2022
the collaboration continued that had started in 2019 since their creation with the Centers of Excellence of
the MED, aimed at fostering the transfer of technological competences and innovation in production
processes, products and business models, including the Bologna BI-REX, the CIM 4.0, the Padua Smact, the
Rome Cyber 4.0 and the Naples Meditech.
TIM's technological evolution is based on its Technology Plan, part of the Industrial Plan; specifically the
Technology Plan identifies the technological strategy in terms of guidelines, specific technologies and the
roadmap of adoption over a multi-year period. The qualitative and/or quantitative goals 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 Telemanagement Forum's reference standard E-Tom5.
In addition, the open innovation initiatives focused on scouting and the project assessment of new TIM
business development opportunities, activating any venture capital operations - and carried out through TIM
Ventures - as well as the oversight of entrepreneurial open innovation. late 2022, the first TIM Smart City
Challenge was organized, a collaborative, open innovation initiative that, together with the Association
Bikeconomy Observatory, the CNR-DIITET, Edison NEXT, eFM and Intesa Sanpaolo Innovation Center, the
1 Acronym for fifth generation mobile technology and standards.
2 New companies characterized by a high degree of innovation.
3 TIM Ventures is the TIM Group company that invests in corporate venture capital.
4 It can be defined as the strategy of an organization, which utilizes internal and external resources (e.g., sales force), in order to deliver its unique
value proposition to customers and gain a competitive advantage.
5 The Business Process Framework (eTOM) can be considered an operating model framework for telecommunications service providers; the model
describes the required business processes, defines the key elements and how they should interact. eTOM is a standard maintained by the TM
Forum, an association for service providers and their suppliers in the telecommunications and entertainment industries.
Report on Operations of the TIM
Group
Research and Development
74
Startup Intelligence Observatory of Milan Polytechnic aims to improve the offer portfolio for smart cities,
further enrich the services supporting the administrations, study the evolution of the city and incorporate the
needs of each individual municipality thanks to the activation of new collaborations with innovative companies
offering smart city solutions.
Overall, in 2022 TIM committed around 1,200 people to working on technological innovation and engineering in
Italy, for an overall investment for the TIM Group of 906 million euros.
Innovative technological activities with a focus on 5G, Edge Cloud and
Open RAN
In 2022 TIM continued its commitment to innovative activities with a focus on 5G Edge Cloud and Open RAN.
Open RAN and Edge Computing technologies are considered decisive to allow 5G to fulfill its technological and
business potential. The Open Radio Access Network (O-RAN) is a concept based on the interoperability and
standardization of the elements of the 4G and 5G radio access network, including a unified interconnection
standard for hardware and software elements (even open source) from different vendors, and the introduction
of network elements that enable more intelligence in the network according to the principles of Artificial
Intelligence and Machine Learning. Edge Computing moves traffic and service processing from a centralized
cloud to the edge of the network and closer to the customer, allowing full advantage to be taken of high speed
and low latency on the network.
In 2022, TIM, a member of the O-RAN ALLIANCE since 2018, further extended an Open RAN (Open Radio
Access Network) development program for the innovation of the mobile access network. This initiative will see
the Group implement new solutions on its commercial network to benefit customers and businesses thereby
speeding up the deployment of digital services.
The initiative is covered by the signing of a Memorandum of Understanding in February 2021 with the main
European operators to promote Open RAN technology with the aim of speeding up the implementation of new
generation mobile networks, in particular 5G, Cloud and Edge Computing.
In the context of the Memorandum of Understanding, 2022 saw TIM finalize two releases of requirements of
the new Open RAN systems, selecting the functions of most interest, starting from the O-RAN specifications.
According to these requirements, as part of the TIP's (Telecom Infra Project, an initiative sponsored by META)
Open RAN project, TIM defined a blueprint (i.e. an end2end configuration) to be considered for testing in its
laboratories.
In addition to the field activations of the JMA and Mavenir solutions in 2021, trials continued in the laboratory
on the 3.7 GHz frequencies of TIM's 5G network in collaboration with Mavenir for core and radio networking
capabilities, Dell Technologies and Intel for infrastructure, and VMware's Telco Cloud platform for end-to-end
control of network functions and software automation. In this sense, the laboratory set-up architecture has
been extended to also include the non stand-alone configuration. Again with Mavenir, integration was
performed with a new model MTI radio for 4G systems, under the scope of the Evenstar project promoted by
META.
In the second half of 2022, moreover, an inter-work activity was performed between the basic bandwidth of
Nokia and radio 5G supplied by Fujitsu, based on O-RAN specifications for the open fronthaul in the non-stand-
alone configuration.
The development of Open RAN solutions, characterized by an open environment, allows, in line with the
objectives of TIM's 2022-2024 plan, to combine the potential of the cloud and Artificial Intelligence with the
evolution of the mobile network. This technology allows operators to reinforce security standards, improve
network performance and optimize costs in order to provide increasingly advanced digital services, such as
those related to new solutions for Industry 4.0, Smart City and autonomous driving.
Under the scope of the activities carried out in the TIM OTIC laboratory (laboratory launched in 2021 and
dedicated to trialling new Open RAN solutions and verifying conformance with the relevant standards), in
October and November, liaising with the other European operators (BT, Deutsche Telecom, Orange and
Vodafone), TIM hosted the 2022 edition of the Plugfest O-RAN, during which tests were carried out on the
solutions provided by certain suppliers (Azcom, Capgemini, Dell, DZS, JMA, Keysight, Mavenir, Microamp, MTI,
SIAE, VIAVI, VMware) to verify the interoperability and compliance with O-RAN specifications.
Also for the fixed access segment of the TIM network, evolution is in progress, which envisages the unbundling
of its HW and SW components of different vendors and the potential implementation in the cloud edge of
some of the functions presently implemented on the devices. This type of route inevitably involves the
adoption of open and standard interfaces, like those envisaged by the BBF with respect to the proprietary
interfaces used at present on field solutions.
The optical access, in particular based on PON solutions, evolves towards systems offering increasingly high
performance. Whilst the 50Gbit/s HS-PON system is being standardized, the study is starting of the possible
solutions for the next generation of PON systems with capacity of 100Gbit/s or greater.
The development of the mobile 5G network also requires efficient, inexpensive solutions for the collection and
aggregation of traffic produced by the radio sites, above all when using low level (fronthaul) functional split,
due to the high transmission capacity required. Solutions based on cell site gateway or traditional or innovative
WDM systems are of particular interest and are currently considered the most promising.
The 2022 activities on fixed access regarded the development of laboratory tests, PoC and field trials to verify
the above-specified architectures and technologies parallel to overseeing the related standardization activities.
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Other partnerships and activities with a focus on 5G
The Torino City Lab6 and CTE NEXT initiative continues, in which TIM is the reference technological partner, and
which has in fact been a great success and represents a reference model for the other CTEs (Case delle
Tecnologie - Houses of Emerging Technologies) that have already been activated and for future CTEs to be
awarded the new 2022 tender contract.
Over the 4 years for which the initiative runs, the main initiatives of Torino City Lab will be conducted through
CTE Next, which provides a series of calls for testing and calls for innovation, for which it will catalyze the
potential experiments by start-ups and SMEs interested in carrying out activities in the territory of Turin. The
project reference verticals are the classic sectors on which the city of Turin focuses: Smart Mobility, Urban Air
Mobility (drones), Industry 4.0, Innovative Urban Services, and the gaze, as always, will be turned towards the
social aspects and potential replication in other contexts of the solutions tested. In addition to the locations for
experimentation already used in Torino City Lab (Doralab and the urban circuit of Smart Roads), the CSI Next
site, the CIM 4.0, the Clik laboratories of the Polytechnic and the laboratories of the Links Foundation (all places
where TIM has set up the 5G reference infrastructure) will be added.
Thanks to CTE Next, the activities of Torino City Lab are significantly expanded, and made more structured and
formalized, ensuring better effectiveness for the sustainable development of the territory. It should be pointed
out that in CTE Next, TIM represents the 360-degree technological reference point for both the construction of
the CTE and the innovation activities that will be carried out in it, assuming an even more central and decisive
role for the success of the initiative. In 2022 in particular, TIM provided support with the use of the innovative
assets and precommercial solutions supplied to CTE NEXT (like the edge cloud platform, the application
platform for managing drones, cellular IoT solutions and Blockchain). TIM has also completed, working in
collaboration with the Turin Polytechnic University and the Links Foundation, an experimental proof of concept
on the detection of fine powders exploiting blockchain technology for the notarization of data detected by
means of the road side units on the 5G network.
In the Smart Mobility and Connected Vehicles sector, among the main applications, agreements and use
scenarios of TIM's 5G implemented in 2022, the following are worthy of note:
■ The continuation C-ROADS Italy project, in which TIM participates as an enabler of the infrastructure
dedicated to hybrid communication, i.e. based on the interaction between cellular and proximity
communication. TIM has collaborated with project partners, in particular Autostrada del Brennero and
Centro Ricerche Fiat (Stellantis) for the implementation of pilot projects in the field. More specifically,
experimentation has continued on the Interchange Entity, i.e. the application component of the C-ROADS
platform that enables the exchange of messages between all operators in the smart transport ecosystem
world, such as highways and the connected car. In particular, the project tested a cross-border hybrid
infrastructure that enables the union of the various national systems involved.
■ Completion of the “5G Carmen” project financed by the European Commission in the context of the H202
framework program and dedicated to the experimentation of automotive solutions in the Italy-Austria-
Germany corridor and specifically with tests of solutions in use of 5G technology to manage vehicles at the
border of the Brennero. 2022 saw completion of the final demonstrations of semi-autonomous vehicles
controlled by the 5G network and which are able to cross the border without interruption to service. The 5G
Carmen project has been resumed on a national level too, for future activities on the same corridor in CEF
Digital area.
■ The MASA project - Modena Automotive Smart Area, an “open-air” laboratory for the testing and
certification of new technologies in autonomous driving, assisted driving and mobility, born from the
partnership between the Municipality of Modena and the University of Modena and Reggio Emilia. The
collaboration will make it possible to test increasingly advanced autonomous and connected driving
solutions and services, with the aim of developing the communication infrastructure that will be the basis
of the new mobility services using the potential offered by the most modern network technologies. In
particular, TIM will provide innovative solutions enabled by its 4G and 5G mobile radio networks, as well as
by Edge Computing technologies, which ensure better performance in terms of high bandwidth and low
latency, for automotive applications related to mobility and traffic management. TIM will also be making
Artificial Intelligence and Machine Learning solutions available, which make it possible to enable new
service models for the automotive sector.
■ The agreement with ALIS for smart and sustainable mobility through the digitization of over 1,500
transport, logistics and intermodal companies. The aim is to make the mobility of goods and people
smarter and more efficient, as well as greener, thanks to digital technologies generating a positive impact
in terms of economic, social and environmental sustainability in the transport, logistics and intermodal
supply chain.
■
"Arena del Futuro" - the world's first collaborative innovation project for zero-emission mobility of people
and goods towards carbon neutrality together with the A35 Brebemi-Aleatica highway, ABB, Electreon,
FIAMM Energy Technology, IVECO, IVECO Bus, Mapei, Pizzarotti, Polytechnic of Milan, Prysmian, Stellantis,
Roma Tre University and University of Parma. The collaboration is aimed at creating the conditions for the
development of an innovative zero-emission mobility system for people and goods along highway
transport corridors by demonstrating the effectiveness and efficiency of technologies related to the
powering of electric cars, buses and commercial vehicles through dynamic non-contact inductive charging.
■ TIM has started participating as external partner (not financed) in the European SHOW project: this project
aims to support the transition towards sustainable, effective urban transport through the implementation
in real traffic throughout Europe (20 cities involved in the trial) of shared, connected, electric fleets of
autonomous vehicles (Level 4) with different service modes: public transport, on-call transport and Mobility
as a Service (MaaS). More specifically, for the Turin trial, TIM supplies both mobile connectivity for the 2
Navya shuttles and the “supervisor” terminals on existing 5G commercial network and experimental
solutions guiding Smart Roads and Smart City applications.
6 Torino City Lab: project started in 2019 and born from the partnership between TIM and the Municipality of Turin. In this case, TIM is a TLC partner,
for the establishment of simplified trial areas for digital services to allow for strategic collaboration to continue in the dissemination phase of the
commercial 5G service.
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■ TIM has taken part in the MED financed project called 5GSMARTG, which aimed to supply smart roads
solutions based on 5G technologies, for the safety of road infrastructures (I2V communication, structural
monitoring) focused on the metropolitan area of Genoa. More specifically, the city’s information systems
(orders, variable message panels, traffic sensors, road surface sensors) have been integrated and a mobile
app implemented for communication of significant traffic information to vehicles. In addition, the model of
a city bridge has been used with structural monitoring data for the construction of a digital twin of this
road infrastructure, complementing with a view over a control platform.
In the Industry 4.0 sector, collaborations with top-level Competence Centers such as CIM 4.0 and BI-REX are
highlighted.
Competence Industry Manufacturing 4.0 (CIM 4.0), is one of the national reference hubs of the Ministry of
Economic Development (MED) for the technological transfer and dissemination of competences linked to the
manufacturing industry. The TIM Innovation Labs collaborate with the Turin Polytechnic University and
University of Turin, as well as with 22 other companies from Turin for the study, testing and dissemination in
SMEs of Industry 4.0 solutions, including 5G. The collaboration that began in 2019 continued into 2022, not only
on the higher education front with active participation in the CIM Academy, but also on the technology front:
TIM has brought ultrafast XGS-PON connections to CIM: FTTH fiber connections with XGS-PON technology,
which make a bandwidth of 10 GB/second available symmetrically, and the use of new EDGE Cloud
infrastructure, technological enablers designed ad hoc to foster the best digital performance and greatest
flexibility of use.
In 2022, in collaboration with CIM 4.0 and another two partner companies, TIM completed the financed 5G For
Factory (5GFF) project dedicated to the application of 5G technology and software/IT services to support the
digital transformation of the manufacturing sector. 5GFF is focused on the Additive Manufacturing chain, to
trial the potential of 5G in terms of low latency, high bandwidth, QoS and sensors, but also reconfiguration
flexibility and security. These characteristics are also enabled by the simultaneous development of edge
computing infrastructures necessary to exploit the services specified at an application level. The case of use
experimented by 5GFF offers the sector new possibilities to obtain information/data from the machines of a
production line and spark actions, regardless of the position of operators and machines. This improves
flexibility in production, the availability of the machine, the overall effectiveness and efficiency of the
equipment and opens new operating scenarios linked to the remote interaction of man and machine.
In addition, again in 2022 and again in the area of the CIM 4.0, TIM developed an edge cloud solution in
collaboration with Google Cloud, Ericsson, SIEMENS and Reply, which makes it possible to automatically
manage the development of a dedicated part of the network, with specific characteristics that are useful for
the industrial sector, like low latency and automatic service management. The trial has shown that the MES
(Manufacturing Execution System) production systems connected in the cloud, used by the manufacturing
industries, boast greater scalability, also in remote management, and have lower consumption costs, with no
impact on performance in terms of reliability and IT security. By also allowing access to the services available
on the public cloud, this edge cloud solution equally assures a continuum between plant, edge and cloud,
thereby enabling the manufacturing companies to be more agile and reactive in the technological and digital
transition process.
At BI-REX, Bologna center, the focus placed on the development areas of Big Data, Additive Manufacturing,
Robotics, finishing and metrology, the alliance between the TIM network and the technologies present in BI-
REX’s pilot line, a reference point already active for companies, research centers and SMEs throughout Italy,
engaged in the processes of technology transfer and digital transformation, demonstrates an example of how
5G could accelerate the digitization of companies.
On BI-REX’s pilot line, TIM has made a professional push-to-talk communication platform available to ensure
greater safety for working staff on the move. This platform allows for workers geolocated and followed,
ensuring adequate protection even when isolated, thanks to the activation of the "man down" feature, which
detects any irregularities in the worker's posture, enabling on-site supervision.
TIM's new fifth-generation network, integrated with the Augmented and Virtual Reality solutions already
present on the pilot line, will enable timely future maintenance activities, with remote technical assistance,
thanks to constant monitoring of the operation and the alarm indicators of the connected systems, minimizing
any downtime and costs.
Collaboration between TIM and BI-REX is also concerned with the sphere of training, aimed at updating the
skills of people and companies at the center of change: the online training activities on technologies for
Industry 4.0 of the TIM Corporate Academy, will in fact complement the educational offer already provided by
BI-REX, both on site with the pilot line itself, and remotely.
In May, under the scope of the agreement between TIM and Google Cloud, for a technological collaboration for
the creation of innovative public, private and hybrid cloud services to enrich the range of technological services
offered by TIM, TIM and Noovle have launched the development of Italy's first “5G Cloud Network”. The
solution will allow for the faster development of new digital applications in 5G, thanks to the automation of
industrial processes and the real time implementation of services thanks to EDGE Computing, on the basis of
specific needs. The project, which will enable the automation of the functions of TIM’s 5G core network and all
Cloud applications, will use the TIM Telco Cloud infrastructure, Google Cloud solutions and Ericsson
technologies.
“Beyond 5G” activities
In 2022, certain activities were started, which in a pure research and innovation area aim to assure the
evolution of 5G towards future telecommunications systems, generally termed “beyond 5G” to indicate the
evolutionary aspect. TIM has monitored and supported these activities, in particular in the area of the national
and European financed projects.
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More specifically, TIM has joined the “Hexa-X” project consortium that, with financing in the context of the
European Commission Horizon 2020 program, plays the role of flagship project in respect of “beyond 5G”
systems. This evolution will then, in around 2030, lead to the new “6G” system. A preliminary indication of
these projects is the fact that they clearly draw inspiration from sustainability, both environmental and social,
aiming to meet the specific needs of the end users.
Amongst the other activities in this area, we also note those of Artificial Intelligence brought to the edge of the
network (“AI@EDGE”), one of the most investigated topics, both for the AI proper aspects and the reduction of
latency, due to the distribution of functions at the edge of the network. Another topic currently the subject of
research and experimentation is that of the reconfigurable intelligent surfaces (“RIS”), which, thanks to the use
of extremely innovative materials, allow for the modeling of the propagation channel in a controlled manner,
guaranteeing an increase in overall performance.
Again in the context of “beyond 5G” activities, TIM, together with its partners, has completed the “5G Tours”
project, in this case too, financed by the European Commission in the context of the H2020 program. In 2022,
the project carried out the final experiments of services in the context of “smart tourism” and smart city
applications, in collaboration with various partners, including Ericsson and Turin city council and the
Fondazione Torino Musei, which made Palazzo Madama and the GAM Museum in Turin available for the
experiments.
To monitor all the activities specified, in 2022, TIM also joined the “6G Industry Association”, taking a seat on
the management board. This association represents the private side of the public-private collaboration (“Joint
Undertaking”) on Smart Networks and Services (SNS), with the European Commission being the public side.
Service Innovation initiatives
Operating activities to develop 5G technology, Open RAN and Edge Computing, as well as the enhancement of
innovative solutions linked to Quantum Communication, Metamaterials, the Corporate Technology Plan and
Digital Services carried out in partnership with companies, institutions, universities and start-ups, most of
which are part of TIM's Open Innovation ecosystem, are accompanied by structured technical communication
activities that range from the TIM Technical Bulletin editorial plan, to promotions with press releases and
events to disseminate scientific information, also at the customer's premises.
Research with Universities
In 2022, participatory research and development activities have been strongly focused on a model that ensures
an eco-system vision that pursues Open Innovation also through collaboration with some Universities of
excellence. In fact, 2022 saw TIM focusing on the creation of a real "Open Innovation Ecosystem" centered on
the collaboration with Italian Universities in order to develop new Open Lab and Research Projects, as well as
through PhD contribution to internalize specialized knowledge, but also for the sharing of technological trends,
heralding new growth opportunities within an increasingly global market.
Open Innovation therefore grafts into an integrated ecosystem with the strategic European and Italian
departments comprising orders, PhDs, PoCs, the development of demo prototypes, Community Open Source,
financed projects and dissemination.
The research with the Universities for Innovation of 2022 has specifically identified some real structured
courses on some medium/long-term topics to complete and enrich the internal know-how and construct an
all-round overview:
■ setting medium-term paths and collaborations;
■ continuity of the Research Agreements with 3 specific Framework Agreements with:
•
the Polytechnic University of Turin with 18 research projects on AI&Big Data, Edge&Cloud, IoT, Mobility,
Industry, SDN&Optics, Quantum&CyberSec and Radio Evolution;
• University of Catania with 4 projects on AI&BigData, IoT, Mobility, Industry and Edge&Cloud;
• University of Milan with a study intending to define solutions for the deployment of services on the TIM
Cloud Continuum network;
■ continuation of the research contracts with:
•
•
the CNIT on the topic of 5G, with the aim of defining and developing a realistic simulated environment
thanks to the synergic use of MDT data measurement campaigns, network performance data (cell KPI)
and electromagnetic simulation software of TIM’s TIMPLAN radio mobile networks;
the Scuola Superiore Sant’Anna (Sant’Anna High School) in Pisa with an Edge&Cloud project: the 5G
network concerned by the study is completely virtualized, with an RAN based on ORAN and a Cloud
Native type Core Network.
■ activation of new research collaborations with the following Universities:
•
Polytechnic University of Milan with an activity of the Digital Environment Ecosystem program of
Service Innovation, which seeks to identify innovative digital services by which to optimize the 5G
network infrastructure;
• University of Turin with a study on the application of Human Centered Design methodologies precisely
relating to Game Design and Conversational Agent UX Design, which take into account the
technological state-of-the-art in eXtended Reality/Metaverso and Artificial Intelligence;
• University of Pisa on the topics of radio evolution, with an analysis and development project of an
application to optimize mobility in the radio mobile network, exploiting the interfaces defined in ORAN.
Another important step in the support for research and innovation is the path undertaken by TIM in 2021 with
the financing of 30 three-year PhDs. In particular, the Innovation department has provided the Human
Resources department with technical collaboration to propose research topics for establishing and tutoring 9
scholarships for the 36th cycle and 6 additional scholarships for the 37th cycle. The universities chosen are: the
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Polytechnic of Turin, the Polytechnic of Milan, the University of Milan, the University of Trento, the Scuola
Superiore Sant’Anna of Pisa, the Federico II University of Naples, the University of Catania and the Alma Mater
Studiorum of Bologna.
The partnership between the University of Modena and Reggio Emilia and the Municipality of Modena for the
testing and certification of new self-driving technologies and assisted driving that is part of the MASA –
Modena Automotive Smart Area project was also activated, where TIM implements 4G/5G mobile radio and
Edge Computing solutions.
In addition, on a national scale, TIM is in contact with the main research centers, like the CNR and the
Universities of Padua, Naples, Parma and Florence, as well as with the Polytechnic University of Turin, which
deal with Quantum Computing and Quantum Communication (in particular QKD). TIM has proposed and
activated PhD courses (with the University of Naples Federico II and the Polytechnic University of Turin)
respectively on the topics of quantum communication and quantum algorithms for services and applications.
Finally, the TIM Academy is preparing a Masters in Quantum Computing and Communications with the
support of Innovation.
Through the subsidiary Telsy, TIM has acquired an investment in Quantum Telecommunications Italy (QTI), a
spin-off of the CNR, created within the National Institute of Optics of Florence by a group of researchers and
entrepreneurs with multiple years of experience in the field of quantum technologies. The company's mission
is to exploit the laws of nature, such as quantum mechanics, to ensure efficient and completely secure
communications that also allow connections to be made between devices of the future, such as computers
and quantum sensors. QTI aims to design, develop and produce quantum communication architectures for
private companies, government bodies and research institutes.
Funded research activities
In 2022, TIM continued to be active in participating in innovation and research initiatives funded by the
European Union and national public authorities, taking part, in particular, in international projects on issues
that are key for TIM. In the four-year period between 2018 and 2021, in European research and innovation
programs (such as CEF - Connecting Europe Facility, Horizon Europe) TIM participated in more than 50 project
proposals of which more than a third were accepted and then funded for a total of approximately 16 million
euros. In this context, the activities carried out in the projects funded on the topics of 5G, virtualization and
smart mobility services, and more recently "Beyond 5G", which will lead to the definition of the new generation
of mobile systems of the near future, are those that have allowed, on the one hand, the enrichment of
expertise and, on the other hand, the acquisition and consolidation of an internationally-recognized role.
TIM is also operative in certain European projects financed under the scope of the Euro-Quantum
Communication Infrastructure (Euro-QCI) and the European Community (H2020) Digital Europe Programme
(DEP). The main aim of the Euro-QCI is to allow for the distribution of quantum keys for secure encryption in
data exchange. The first users of the QCI infrastructure may be government agencies and authorities of the EU
Member States, requiring a high degree of security to transmit confidential information. In the medium/long-
term, the Euro-QCI infrastructure will host additional functions, over and above the distribution of quantum
keys, like digital signatures and authentication. Finally, it is expected that the Euro-QCI will evolve in the long-
term until becoming European quantum Internet (target 2035+), i.e. into an infrastructure that is able to
interconnect network platforms, calculations, terminals and quantum sensors of the Member States. On these
long-term topics, TIM participates in two Horizon Digital Emerging FPAs (Framework Partnership Agreements).
Patents and Intellectual Property Rights7
In 2022, the Group's patent portfolio maintained a size comparable to that of previous years. The production of
new patent applications dropped slightly (12 patent applications filed on new inventions) as did the new
patents granted during the year. The rationalization of the patent portfolio has led to some patents being
abandoned which, with technological evolution, are no longer of any value. The Group's patent areas relate to
the entire ICT sector, with specific excellence in the mobile sector, in particular in radio access, where TIM is
among the leading TLC operators in the world.
In detail, TIM’s patent portfolio at the end of 2022, relating to 483 patented inventions, includes over 2,800
comprising both patent applications and patents granted: the latter (granted following examination by over 35
national patent offices) account for around 90% of the total.
A significant aspect of patent activity is represented by the high number of patents resulting from
collaboration with universities and research institutes: 13% of patented inventions are the result of such
collaborations.
Also noteworthy is the participation in several patent pools8 managed by Via Licensing and Avanci on 3G, 4G
and 5G, with three patented inventions that were found to be essential to the standards. The patent pools
acquired new participants during the year (with a current total of 54 licensees for the Avanci 3G 4G automotive
patent pool) and granted licenses to 63 companies (Via Licensing's LTE and 4G-MG patent pool) and 47 car
brands (Avanci's 3G+4G automotive patent pool), respectively.
TIM has equipped itself with a policy that envisages a recognition for patents when first granted and for those
that have led to an economic return. The inventors are assigned a reward that takes into account the
importance of the patents, assessed by an internal committee.
Research and Development in Brazil
The Architecture & Technology Evolution department9 is responsible for Research and Development (R&D)
activities; its main tasks are to define technological innovation for the network and information technology, to
identify evolutionary needs for new technologies and devices, converging architectonic guidelines and
strategic alliances in order to use the new business models and guarantee that the network infrastructure
evolution is in line with the corporate strategy.
7 Intellectual Property Rights.
8 A consortium of companies that agree to grant a single license for their patents, necessary for a given technology concerned by the standard.
9 Architecture and Technology Evolution, within the Chief Technology and Information Office (CTIO).
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In 2022, the Architecture & Technology Evolution department was made up of 52 people, including
telecommunications, electrical and electronic, IT and other specialists with professional skills and experience,
which cover all areas of network and IT knowledge, meeting the need to innovate and support research and
development activities.
TIM Lab is the multifunction environment focused on innovation, which also plays a strategic role in supporting
credibility tests and trials, as well as PoCs (proofs of concepts), collaborating with the main suppliers and
technology partners through knowledge sharing, technological infrastructure for interoperability tests, staff
assessment and the definition of technical requirements; in synergy with the R&D department, it facilitates
innovation activities and promotes collaborations with universities and research institutes.
The TIM Lab Innovation Center has moved to São Cristóvão, Rio de Janeiro, in the State of Rio de Janeiro, has a
surface area of 850 m2 and can also be used as an innovation space open to new opportunities, guiding
innovation on the Brazilian telecommunications market and acting as national point of reference for R&D10.
To strengthen the validation capacity regarding new software, features, solutions, technologies, services and
devices, and also to expand its current structure in order to carry and develop more businesses and
opportunities, in 2023-2024, TIM S.A. has planned additional investments for over 10 million reais.
The Architecture & Technology Evolution Department has continued to work on projects and initiatives for the
evolution of the business of TIM, which can be grouped into the following macro groups:
■ next generation network;
■ with a positive impact on the environment and society;
■
future Internet applications;
■ Open Lab initiatives.
Next generation network projects
The reassignment of the 1,800 MHz, 850 MHz and 2,100 MHz bands from 2G/3G to 4G, with a multilayer
distribution configuration gives TIM S.A. three important competitive advantages:
■ a reduction in costs for the LTE implementation11, the extension of the LTE coverage area and the
activation of the carrier aggregation strategy, improving the customer experience through a higher
throughput;
■
the best indoor coverage. In addition to the expansion of coverage, use of the 850/1,800/2,100 MHz
bandwidths could increase the capacity in cities already covered by the LTE bandwidth at 2.6 GHz, at
limited additional cost.
In this scenario, over 99% of current LTE terminals are compatible with the 1,800 MHz, 2,600 MHz bands and
other available bands. Therefore, the implementation of the multilayer LTE continues to be an excellent
strategy that benefits from the spread of devices.
The implementation of the 700 MHz LTE layer has continued to significantly improve coverage expansion and
indoor penetration, promoting the presence of LTE on a national level, and consolidating TIM S.A.’s leadership
in LTE. 89% of TIM S.A.'s current user base of LTE devices is 700 MHz enabled (December 2021).
At the end of December 2022, 5,370 cities had 700 MHz LTE coverage, namely over 95,4% of the urban
population; spectrum cleaning was completed in June 2019 in all cities of Brazil, enabling a bandwidth of 700
MHz.
Also at end 2022, TIM S.A. has covered all cities in Brazil, assuring 100% of nationwide presence, and
anticipating the Industrial Plan by one year.
In 2022, TIM S.A. started deploying sites with the n78 band (3500 MHz), according to the regulatory rollout
specified in the auction, which means that all capitals in Brazil have TIM’s 5G SA (Stand-alone) coverage.
Beyond that, TIM has more than double the coverage of its competitors. This frequency band has a 100 MHz
bandwidth, that delivers higher throughput, and is currently used in the 5G networks.
Projects entailing a reduction of energy consumption
The expansion of "LTE RAN Sharing", in partnership with other mobile operators in Brazil to fulfill regulatory
obligations from the 4G spectrum auction, aims to define the architectural requirements, technical
assumptions and specifications for the "LTE RAN sharing12" solution, optimizing network resources and costs13.
At present, this is the largest agreement for RAN sharing worldwide and it supplies 4G services to the main
cities of Brazil.
The RAN sharing agreement allows TIM S.A. to promote the spread of LTE in the Brazilian rural areas, thanks to
effective sharing of spectrum, access and backhaul.14 At present and after Oi’s acquisition, LTE RAN Sharing is
a TIM S.A. and Telefónica partnership, based on the MOCN architecture, expanding the benefits and efficiency
of this technical model. The energy consumption recorded for the site, dependent on the access technology
and coverage conditions, showed a reduction of up to 10%.
In December 2019, TIM S.A. and Telefónica stipulated new sharing contracts aimed at increasing the network
cost efficiency through the following initiatives:
10 TIM Lab of TIM S.A. also collaborates with TIM Lab Italy, which has more than 50 years of experience.
11 Long Term Evolution.
12Sharing the Radio Access Network - RAN.
13 Infrastructure costs are mainly associated with the introduction of new radiating systems and other electronic components, passive site
infrastructure and transport networks; therefore, the sharing of the resources supplied by LTE RAN makes for a significant optimization of costs for
telecommunications operators.
14 In the telecommunications sector, a backhaul network or return network is the portion of a hierarchical network that includes intermediate
connections between the core network (or backbone network) and the small sub-networks at the "margins" of the same hierarchical network.
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■ Single network: sharing of the 3G and 4G networks in cities with fewer than 30 thousand inhabitants in
which both operators provide their services. The underlying idea is to have, in the cities included in the
agreement, a single telecommunications infrastructure that is entirely shared by the operators, thereby
allowing them to switch off redundant sites and save on energy, rent and maintenance costs. This also
allows for greater efficiency in future investments thanks to the sharing of the spectrum in MOCN mode.
■ 2G Switch-off: nationwide sharing of the 2G network using GWCN technology, enabling both operators to
switch off part (approximately 50%) of their network with the same technology, consequently saving on
energy and maintenance costs.
Next generation network projects, future Internet applications, positive
impact on the environment and society
Internet of Things - It was back in 2018 that TIM S.A. launched the very first commercial NB-IoT15 network in
South America, to develop innovative services, aware that the mass introduction of the IoT can change the
mobile telephony market considerably, because it leverages the creation of services and - amongst others - is
a potential tool for agricultural uses, the connection of cars, traceability solutions and social-health care. In
2020, access to the NB-IoT network was extended.
Agrobusiness - Since 2018, together with Nokia and BR Digital, TIM S.A. has been focusing on agro-food
potential in Brazil, offering connections in rural areas (not only for business applications but also for the digital
inclusion of agrobusiness employees and residents of small towns). In 2020, TIM strengthened its position in
relation to vertical agriculture16, with the creation of the ConnectarAgro ecosystem (conectaragro.com.br)
which brings together TIM S.A., solution providers for the agro segment and telecommunication solution
providers.
5G - Commercial launch in 2020 involving the following towns: Bento Gonçalves (RS), Itajubá (MG) and Três
Lagoas (MS). The technology will be used to supply wireless residential Broadband with FWA (Fixed Wireless
Access) technology, exploiting the old frequencies of the 2G, 3G and 4G networks through dynamic spectrum
sharing (DSS). In 2022, 5G SA was launched in all the Brazilian capitals, with TIM S.A. as the 5G coverage leader.
Connected Car - In 2021, telemetry and connectivity solutions for Connected Car user services were developed
for Stellantis, designed to support the advanced telemetry and Stellantis assistance services for its vehicles, as
well as Wi-Fi connectivity and other added value services for car owners. These are the first full digital services
for connected cars available in Brazil.
Private Networks - In 2022 TIM started offering private networks, with edge core and Multi-Access Edge
Computing (MEC) capabilities on the customer premises, allowing the deployment of high throughput, low-
latency, and high availability services on 5G. The first deployments will happen in 2023, at customers in the
agri-food and port logistics segments. Also in 2022, TIM ran a Proof of Concept with a customer in the
automotive industry, successfully demonstrating an automated quality conformance use case.
LEO Satellites - In 2022 TIM evaluated the use of LEO satellite constellations as the backhaul of mobile access
network sites, demonstrating the feasibility of this kind of architecture to solve remote site implementation
issues.
Open RAN – In 2020, TIM S.A., Telecom Infra Project (TIP) and Inatel launched the Open Field Program to
leverage open and disaggregated solutions for the Radio Access Network (RAN). The program was postponed
because of the COVID-19 pandemic, but the first field tests started in 2022 at Inatel campus in Santa Rita do
Sapucaí – MG. During this year, it was possible to validate two OEM vendors in 4G and 5G Open RAN
technologies. The initiative will continue during 2023.
5G solutions through Cubo partnership – In October 2022, TIM Hub 5G was launched with demos (FWA, VR
gaming, AR for Industry 4.0, 5G notebook, 360° neckband and camera), to promote and co-create with
startups. Within Cubo Itaú, TIM Hub 5G allows the collaboration through an experimentation ecosystem where
startups, customers, large companies, entrepreneurs, investors, and public institutions are connected by TIM's
5G to develop services, new solutions, and use cases in general. In November 2022, TIM Hub 5G, in partnership
with Stellantis, started a call inviting startups to present agribusiness solutions based on 5G technology.
Open Lab initiatives
TIM S.A. joined the Telecom Infra Project (TIP) in 2017, an initiative founded by Facebook, SK Telecom,
Deutsche Telekom, Nokia, Intel and other companies, which aims to create a new approach to building and
implementing the telecommunications network infrastructure. TIM S.A. transformed TIM Lab into the first TIP
Community Lab in Latin America, available to TIP members to create universal standards for solutions (initially
transport networks, Open Optical Packet Transport working group), to overcome the challenges related to
interoperability of different supplier products.
In 2018, TIM S.A. also joined, together with Vodafone and Telefonica, a new working group within the TIP,
called DCSG (Disaggregated Cell Site Gateway17). This project is an opportunity to define a common set of
operator requirements and coordinate with companies that manufacture devices, which have wider and more
flexible capacities and are cheaper; in June this year, the main functions of the solution were demonstrated
with the help of Facebook, core EDGE suppliers and TIP members.
15 Narrowband Internet of Things (NB-IoT) is an LPWAN (Low Power Wide Area Network) radio technology standard developed by 3GPP to enable
communication with a wide range of cellular devices and services.
16 Above ground crops in closed large greenhouses, which are on several height levels, air-conditioned and automated. These systems are 75%
more productive than traditional field agriculture and consume about 95% less water.
17 Based on an open and unbundled architecture, the new DCSG is designed for the economic backhaul of cellular site traffic on existing mobile
networks and emerging 5G infrastructures.
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Finally, in 2020, TIM S.A. and the TIP partners completed their validation of the TSS (Total Site Solution), an
inexpensive, unrestricted 4G NodeB solution, powered by solar energy and connected by satellite to the core
TIM S.A. network, to be used in remote zones with low population density. During the year, TIM also adhered to
the OpenRAN initiative with the OpenField project, to validate OpenRAN 4G and 5G solutions focused on the
separation of hardware and software at RAN level.
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CONSOLIDATED NON-FINANCIAL STATEMENT
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 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 EY S.p.A..
The Consolidated Non-Financial Statement is available in the sustainability section of the website gruppotim.it.
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EVENTS SUBSEQUENT TO DECEMBER 31, 2022
See the Note "Events Subsequent to December 31, 2022" in the Consolidated and Separate Financial
Statements at December 31, 2022 of the TIM Group and TIM S.p.A., respectively.
BUSINESS OUTLOOK FOR THE YEAR 2023
The 2023-2025 Industrial Plan follows the transformation process started in 2022. Despite a macroeconomic
context that has changed considerably compared with last year, the new plan continues on from the previous
one and with the project presented at the Capital Market Day on July 7, 2022. More specifically, thanks to the
2022 results that exceed expectations, the plan envisages a further acceleration at a Group level.
The Plan strategy results therefore in the definition of the following Group targets for 2023:
■ Group revenues from services expected to grow low single digit with the domestic business essentially
stable and high single digit growth in Brazil;
■ Organic Group EBITDA expected to grow mid single digit with the Domestic business stable/low single digit
growth and Brazil growing low double digit;
■ Organic Group EBITDA After Lease expected to grow low to mid single digit;
■ Group capex expected for approximately 4.0 billion euros, of which 3.1 billion euros in the domestic sector.
The above targets refer to the plan based on the current organizational and business model.
The optimized corporate configuration envisages the following strategies:
■ TIM Consumer: initiatives continue to implement the premium positioning strategy “Value vs. Volume”,
with the aim of standing out from the competition. The gradual repricing of the customer base will also
continue, along with the introduction of inflation adjustment mechanisms.
■ TIM Enterprise: Growth above the reference market is expected for 2023-2025, with a CAGR revenue of 6%
over the plan period, thanks to the increased standardization and industrialization of offers and the
consolidation of a bundled offer for the Public Administration .
■ TIM Brasil: The company continues to focus on a value strategy and will enjoy additional growth impetus
from the integration of Oi's assets, continuing on its path towards a “Next Gen Telco”.
■ NetCo: TIM's strategic priorities are to push strongly for the migration of lines to FTTH technology,
associated with an ambitious plan to cover the fixed and mobile networks. By 2025, the Group aims to
reach 48% of the country's property units with FTTH. In the mobile segment, the priority is to maximize 5G
coverage, which by 2025 will reach 90% of the population.
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MAIN RISKS AND UNCERTAINTIES
Risk governance is a strategic tool for value creation.
The TIM Group has adopted an Enterprise Risk Management model that is constantly evolving, aligned with
international regulations and standards, to allow the identification, assessment and management of risks in a
uniform way within the Group, highlighting potential synergies between the actors involved in the assessment
of the internal control and risk management system. The Enterprise Risk Management process is integrated
with the strategic and operative planning processes and is designed to identify potential events that may
influence business activity, so as to manage the risk within acceptable limits and provide reasonable assurance
on achievement of the corporate objectives.
The Enterprise Risk Management Model adopted by the TIM Group:
■
identifies and updates, in collaboration with the Risk Owners, the comprehensive portfolio of risks to which
the Group is exposed by means of an analysis of the Industrial Plan and the most significant investment
projects, the monitoring of the reference context (e.g. macroeconomic and regulatory), specific analyses of
risks to which corporate assets may be exposed, the monitoring and continuous analysis of the risk profile,
so as to intercept any changes and/or new risk scenarios;
■ qualitatively assesses the risks not just individually but also in terms of the portfolio, taking into account
correlations:
■ supports the management in defining and monitoring risk mitigation plans.
In this context, we highlight the continued Russia-Ukraine conflict and the possible increases in costs
connected with inflation pressure. In addition, non-exhaustively, the following additional factors are
mentioned: a change in market context, entry of new potential competitors in the fixed-line and mobile
sphere, the initiation of procedures by Authorities and consequent delays in the implementation of new
strategies, requirements connected to the exercise of the Golden Power by the Government with effects to be
assessed in terms of strategic choices and timing of the Plan objectives.
Risks related to the business and industry
Risks related to competition
The telecommunications market continues to maintain a high level of competition that for the TIM Group
entails risks of a reduction in market share and pressure on prices in the geographical areas in which it
operates. The complex framework has been added to in the fixed market by the recent launch of Iliad, which
was already operating on the mobile market.
In addition to the traditional services of the core business, the importance and competition on the innovative
services and converging offers market grows, with the extension towards the world of contents, which
increases both opportunities and risks for the operators.
On the infrastructural side, competition remains with small local operators but above all with the operator
Open Fiber for the supply of fiber optic access connections.
The macroeconomic situation and geopolitical tension have re-sparked inflation on all levels. In most European
countries, a macroeconomic context with high levels of inflation is virtually unknown to telecommunications
operators, because previous experience dates back to periods prior to market liberalization and for many years
now, the pricing dynamics of the TLC world have been deflationary. The onset of a phenomenon of greater
inflation may lead operators to make changes to price in connection with the inflation. TIM has warned the
industry regulator of the need to adjust the prices of certain wholesale components but there are competitive
type risks where the management of inflation is not homogeneous between operators, for example,
introducing opportunities for tariff arbitrage.
The evolution of the telephony market and the distribution of contents has entailed the stipulation of multi-
year contracts that in some cases require TIM to pay prices to the counterparty by way of guaranteed
minimums. The valuation of these contracts and the estimation of the associated costs is subject to numerous
uncertainties that include, amongst others, market dynamics, rulings by the market regulatory authorities and
the development of new technologies in support of the service. These estimates are revised from time to time
on the basis of the final data in order to make sure that the provisional figures remain within the reasonably
foreseeable range. Not all the factors mentioned are under the company’s control hence they could have a
significant impact on future forecasts regarding the performance of the contracts, the estimated amount of
(positive or negative) margins and the cash flows that are generated.
Competitive risks in the Brazilian market lie in the rapid transition of the business model tied to both traditional
services and the more innovative ones. As the consumption patterns of the customer base 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 for rapid development of technologies and infrastructures.
To achieve the strategic objective of mitigating regulatory constraints, reducing the level of debt and
increasing the focus on the reference markets, a transformation process was launched aimed at overcoming
the structure of a vertically integrated operator with the possibility of separating the infrastructural assets of
fixed network from the services with an articulation in separate entities:
■ NetCo: the network company in Italy, which will also include national and international wholesale business
and assets.
■ ServiceCo: the service company, which will comprise three business units: TIM Enterprise, dedicated to
large Italian enterprises and the Italian public administration (and potentially a further spin-off of this
business unit into a separate entity); TIM Consumer, serving Italian families, private individuals and small
and medium enterprises; and TIM Brasil, for the Brazilian market.
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Risks related to the development of fixed and mobile networks
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:
■ deliver network development plans within the time-frames contemplated by business development plans
and with the necessary level of effectiveness/efficiency;
■ upgrade the capabilities of the networks to provide customers with services that are closer to their needs;
■
increase the geographical coverage of innovative services;
■ upgrade the structure of the systems and the networks to adapt it to new technologies;
■ sustain the necessary level of capital expenditure in the long term;
■ expand the capacity of its existing fixed and mobile networks to cope with the increased use of the
bandwidth.
A great many of these activities are not entirely under TIM’s control and may be impacted by applicable
legislation. If TIM is unable to maintain, improve or update its networks, its services and products may be less
attractive to new customers and it may lose existing customers to competitors.
Unforeseeable instant increase in traffic
Considerable, unforeseeable instant increases in traffic due, for example, to live video events streamed on the
network by an OTT (Over The Top) may, in some cases, have a major impact on the overall performance of the
TIM (fixed and mobile) network for the entire duration of the event, causing slow-downs or temporary blocks
to communication, with consequences in terms of reputation and customer satisfaction.
4.5G/5G Broadband and the Internet
The continuous development of Internet and Broadband services is a strategic goal for TIM, which seeks to
increase use of its networks to offset the reduction of traditional voice services. Its capacity to successfully
implement this strategy may be negatively impacted if:
■ mobile Broadband coverage does not grow as expected;
■
■
■
■
the competition grows through to including contiguous market players or technological developments
introducing new platforms to access the Internet and/or distribute the Internet;
it is unable to provide superior Broadband connections and Broadband/mobile services to those offered by
its competitors;
it suffers network downtime or related capacity problems with the network infrastructure;
it is unable to obtain a suitable return on the investments made in developing its network.
However, the implementation of UBB 4.5G/5G mobile technologies depends on a series of factors, including
the availability and selection of cutting-edge technologies by suppliers of TIM networks/platforms and devices.
If TIM is unable to achieve its goals for the implementation of an adequate UBB (Ultrabroadband) mobile
coverage, it may lose market share to its competitors in this strategically important segment.
UBB fixed access network
One of TIM’s goals is to speed up the roll-out of a new telecommunications network that can provide
customers with UBB connections, also thanks to the use of public funds tied to the NRRP (National Recovery
and Resilience Plan) in the regions in which TIM has been awarded the tender.
However, the implementation of UBB technologies depends on a series of factors, including:
■ delays in obtaining the permits and authorizations necessary to install the lines;
■
resistance by road managers and public administrations in respect of the use of innovative techniques for
excavating and installing fiber optic cables;
■ delays in the supply of materials and devices as a result of possible supply shocks;
■
increased cost of transport, raw materials and labor of network companies due to inflationary pressure
and the increased cost of energy;
■ delays in the verifications and controls by SINFI (the national federated infrastructure information system).
If TIM is unable to achieve its goals for the implementation of UBB coverage within the time frame expected, it
may lose market share to its competitors in this strategically important segment, which could negatively
impact the Group. In addition, in NRRP tenders, any delay in completing commissioning is sanctioned with pre-
determined fines that can be very high indeed and long delays may result in complete revocation of the
contribution granted.
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Cyber security risks
Cyber risk is on the increase worldwide and as such requires continual monitoring by TIM, given the sheer
amount of IT assets the company manages in terms of own TLC infrastructure and assets necessary to deliver
services to customers, some of which, considered essential, come under the scope of recent legislation
governing the National Cyber Security Perimeter.
Cyber attacks can interrupt availability of service and compromise data, putting the company’s reputation as
supplier of critical national infrastructures at risk, as well as resulting in financial losses, reduction of market
share and regulatory sanctions.
In view of these considerations, particular attention was paid to protecting networks from main threats (e.g.
viruses, malware, hackers, data theft). With a wide range of attackers (Cyber-Criminals, Cyber-Terrorists,
Insiders, etc.), TIM carries out activities not only to safeguard its infrastructure but also – with a strong sense of
responsibility – to protect customers' information assets, that are a priority target for the company and for the
country system.
As regards prevention, TIM monitors cyber risk analyses, defining security plans for the company's IT assets, to
identify the actions necessary to mitigate cyber risk in advance and guarantee a security by design approach,
also monitoring the plans of these actions and controls on actual adoption in the field. The company has also
prepared advanced test laboratories to test the devices for safety before they are released to the field and
isolated environments used to identify possible vulnerabilities in the hardware and software products used in
its network.
As for its identification of and response to cyber attacks, the Security Operation Center (SOC), operates 24/7,
365 days a year, in order to manage IT security incidents and help limit their impacts. TIM has also
implemented an insurance program to cover cyber risks.
In connection with the Russia-Ukraine conflict, TIM is liaising with the National Cybersecurity Agency (ACN),
which has sent TIM a communication relating to the “Possible impacts on national ICT infrastructures in
connection with the Ukraine situation”.
More specifically, following the evolution of the crisis and the information exchanged on a European level and
with NATO, TIM has been invited to raise the level of alert in connection with the cyber risk.
In order to prevent any impacts where similar conditions should occur to those seen in previous cases
(NotPetya, Wannacry), in addition to adopting best practices on the matter, CSIRT (the structure established at
ACN that, amongst others, issues pre-alarms, cyber bulletins and provides information to the parties
concerned in respect of cyber risks) has asked that the level of attention be raised, by way of a priority
adopting certain mitigating actions, including:
■ verification of the consistency and off-line availability of back-ups necessary to restore in particular core
business services;
■
increased monitoring and logging;
■ creation, update, maintenance and periodic operation of incident response capacity, business continuity
and resilience plans;
■ availability of key personnel;
■ particularly close attention to the cloud environments;
■ prioritizing patching;
■ monitoring service and administration accounts to detect any abnormal activities;
■ monitoring network traffic to analyze abnormal peaks;
■
increasing the capacity to protect e-mail infrastructures from spear-phishing activities.
TIM is making every effort to raise the monitoring measures and fight the cyber threat, including in terms of
cyber threat intelligence, also and simultaneously increasing physical security measures at the most critical
sites.
Business Continuity Risks
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” (BCMS) framework in line with international standards, to analyze and prevent these risks.
TIM considers Business Continuity a fundamental factor for the protection of the Group’s Value and
Reputation, in the provision of its services and in full compliance with what is defined in customer contracts, in
sector regulations and, more generally, in consistency with reference methodologies and best practice.
TIM implements an ongoing management and governance process which, supported by the Company
Management, ensures that the necessary steps are taken to identify the impact of potential losses, that
recovery plans and strategies are practical and that continuity of services is guaranteed through training
programs, tests, exercises and periodic updating and revision activities.
TIM also carries out period risk assessments of the corporate assets with a view to assessing and mitigating the
risks of possible direct damages and/or interruptions of business, equally implementing specific insurance
programs to cover these risks.
In 2021, TIM launched the ISO 22301 certification process (Security and resilience - Business continuity
management systems) relating to the governance of its BCMS and the most important processes. To date, 41
processes have been certified in the areas: Technology, Customer Operations, Sales, Financial, Security and
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HRO. This will make it possible to both improve the continuity of services offered and provide greater
guarantees in this respect to its stakeholders.
Fraud risks
Technological progress means that increasingly sophisticated tools and techniques, which are quick acting and
have a considerable economic impact are available for the perpetration of fraud and abuse.
“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
Internet-style fraud are gradually gaining 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, Premium services) are potentially at risk of third party use for the construction of fictitious
transaction schemes, tax avoidance offenses and/or international money laundering.
The TIM Group has had an established organizational model based on the governance of fraud in place for
some time. It envisages a series of fraud risk assessments that, together with the evidence of internal and
external fraud management, help identify, plan and monitor the operative supervision of the prevention of and
fight against fraud.
The procedure to combat external fraud, drawing on company processes at risk of the offenses contemplated
in Italian Legislative Decree no. 231/2001 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.
The fight against internal fraud, implemented in compliance with the limits imposed by the recently updated
trade union agreements prohibiting distance monitoring of staff at work, is carried out through the detection
of information relating to the concentration of anomalous operations that flag-up possible cases of serious
wrongdoing.
Risks linked to the main sustainability topics
For many years now, the Group has been actively involving and systematically consulting with its stakeholders
with a view to improving the company’s environmental, social and governance (ESG) performances. The
results of engagement activities, as seen from the materiality matrix, are reflected in the Sustainability Plan,
which is key to the Group’s three-year Strategic Plan.
The plan of action in support of the ESG strategy aims to assure a concrete, significant impact on business
development, which has upheld goals of environmental protection and social inclusion.
Below are the main ESG risks and events that affect TIM:
Climate and the circular economy
The TIM Group value chain and operations have a negative environmental impacts, in particular in terms of
greenhouse gas (GHG) emissions and electronic waste (or “e-waste”). Most of the greenhouse gas emissions
are generated in the supply chain, whilst electronic waste mainly comes from the end of the life cycle of
mobile devices, routers and network devices.
The TIM Group is seeing increasing demands and expectations on the part of customers, institutions, investors
and other stakeholders, which call for the management of the negative environmental impacts deriving from
greenhouse gas emissions and electronic waste.
There is also increasing regulatory pressure, at both a national and European level, in connection with topics
such as energy efficiency in data centers and the extension of the life cycle of electronic devices. These
provisions may increase the Company’s costs.
The TIM Group has set itself the goal of becoming carbon neutral by 2030, also thanks to the commitment to
purchase 100% renewable energy by 2025. In addition, it has also undertaken to reach net zero emissions by
2040 and to reduce the emissions of its value chain (Scope 3) in connection with the purchase of goods and
services, the purchase of instrumental assets and the use of products sold to customers, by 47%.
The worsening of climate change, with the continuous increase in global average temperatures increases the
probability and severity of extreme weather events, such as heat waves, flooding and wind storms that can
cause major interruptions to telecommunications and ICT services, reduce the efficiency of work (hours
effectively worked) and consequently impact TIM’s business. More extreme weather conditions can also result
in the need for additional investments in cooling technology and other, more resilient infrastructures.
Failure to implement circular business models, like the offer of products designed by applying environmentally-
sustainable criteria or using recyclable materials can result in fewer cost saving opportunities and the failure to
make additional revenues.
Being unable to satisfy the requests and expectations of stakeholders can impact reputation, result in lesser
revenues or limit access to sustainable finance.
The increase in electricity prices, the availability of renewable energy certificates or the potential introduction
of a carbon tax may also increase the operating costs for the Company.
Social inclusion
The digital divide is an obstacle to the dissemination of digitization, the growth of the country and the
correlated connectivity services, with the risk of commercial repercussions.
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TIM is very much committed to promoting digital inclusion in Italy, also thanks to NRRP tenders, like those for
the “Scuola Connessa” and “Sanità Digitale” or the PSN plan aiming to strengthen the digitization of the Italian
public administration. To promote digital inclusion, TIM also looks to digital identity services: more than 5
million services are operative including certified e-mail, digital signature and the public digital identity system
(SPID) allow citizens and businesses to access the online services of the public administration. Failure to
implement its strategy could damage the reputation even worse than cause a loss in revenues.
Personnel competences and engagement
The capacity to attract and retain qualified, specialized, motivated personnel is key to the success in pursuing
the strategic goals and achieving a high level of customer experience.
The search for qualified ICT and Cybersecurity staff is becoming increasingly demanding. Indeed, to secure the
right skills, TIM needs to hire, develop and withhold highly-qualified employees a lack of which can impact
TIM’s capacity to develop new business areas or those enjoying strong growth and consequently prevent it
from succeeding in the pursuit of its strategy.
Financial risks
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.
Generally, the TIM Group hedges exposure in foreign currencies but not the risk of transfer relating to its
foreign subsidiaries. According to the Group policies, hedging of the exposure in foreign currencies relating to
the financial liabilities, is mandatory. The performance of the euro exchange rates with respect to the other
currencies (in particular the Brazilian real) may have a negative impact on the consolidated results.
Appreciation of the euro with respect to the currencies of certain countries in which the TIM Group operates or
has made investments, will reduce the related value of the revenues or assets, of the transactions
implemented in such countries and, therefore, may have a negative impact on the operating profit or financial
position. In addition, the TIM Group has stipulated, and may continue to stipulate, an increasing portion of
loans in currencies other than euro – primarily in US dollars and the British pound sterling. In line with its risk
management policies, TIM generally hedges exposure to the exchange rate risk relating to liabilities not held in
euros through cross-currency and interest rate swaps. However, the hedges may not manage to effectively
protect the TIM Group from adverse changes in the exchange rates.
In addition, the TIM Group is also exposed to the interest rate risk on the portion of its consolidated gross debt
that is index-linked to variable rates. The decision to maintain a certain debt structure at fixed and variable
rates aims to minimize the negative impact of the interest paid and is partially achieved through the use of
derivatives, through which fixed-rate liabilities are synthetically converted into variable-rate instruments. Any
change to interest rates that has not been adequately hedged by derivatives may increase financial liabilities
in connection with TIM’s variable rate debt, which may have negative impacts on the results of its transactions
and on cash flows.
An increase in sovereign spreads and the risk of default they reflect, in the countries in which the TIM Group
operates, may impact the value of its assets in such countries.
TIM may also be exposed to financial risks such as those linked to the performance of the stock markets in
general and, more specifically, risks linked to the trend 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.
Risks related to macro-economic factors
The TIM Group's economic and financial situation, including its capacity to support the expected level of cash
flows and business margins, depends on the influence of numerous macroeconomic factors such as economic
growth, consumer confidence, interest rates, inflation rate and exchange rates in the markets where it
operates.
These factors come in addition to the uncertainties tied to the evolution of the war in Ukraine and the
structural transformation of the energy markets.
In 2022, the Italian GDP growth expectations were raised to values very close to 4%. This growth was obtained
thanks to the positive contribution made by the manufacturing and tourism segment. By contrast, the
continuation of the war in Ukraine and the performance of commodity prices largely above average levels, will
have a negative impact over the coming months, reducing the growth forecast for 2023 to a value below half a
percentage point.
The annual average inflation recorded in 2022 of above 8% is due to a more generalized increase in prices and
that no longer only regards energy. Despite some early signs of a slow-down, inflation is reducing the buying
power and the value of financial assets of the families and businesses. The high levels of inflation have led the
ECB to raise interest rates, which has further weakened the spending power of families and businesses.
The increase in the energy prices impact European industry, especially the more energy-intensive sectors. The
shock of the energy supply has revealed the dependency of European countries on fossil fuels. The greater
uncertainty is tied to the growth of the other major world economies, possible developments of the war in
Ukraine and its possible repercussions both in terms of sanctions and impacts on the energy market.
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With regard to the cost of energy, TIM Group has implemented a program that, on the domestic perimeter,
has made it possible to cover most of the 2022 and part of the 2023 requirements in advance.
One point worthy of particular attention is the impact that the current geopolitical context may have on the
supply chain. More specifically, a scenario of inflation affecting energy costs can impact transport costs and
commodity costs too. In addition, the continued Chinese lock-down has caused congestion in the major ports,
an increase in average delivery time and difficulties in procuring certain materials and devices necessary for
network development and some contracts.
For Brazil too, growth forecasts for 2022 have been raised, approaching 3%. In general, Brazil suffers the slow-
down of the global economy, in particular the USA and China.
Also following a restrictive monetary policy that helped somewhat restore the credibility and stability of the
Brazilian currency and limit inflation, a slowing of growth is expected for the Brazilian economy in 2023, which
should settle at around 1%. The reduction in growth and the need to maintain subsidies for the poorer portion
of the population, who are experiencing difficulty in coping with the rise in the cost of petrol and food products,
coupled with the growing public and private debt are the main risks and challenges the country is facing
following the presidential elections at the end of the year.
Geopolitical uncertainty
The Ukraine-Russia conflict has uncertain implications that should become clearer over time. At present, the
most evident impact of the geopolitical situation on the Group's business is mainly indirect, with consequent
spiraling costs of energy commodities and transport costs.
If the military, economic and political tensions should continue to grow, the situation could have major
consequences on global safety with an increase in risks for the Group (staff protection and safety, cyber
attacks on the computer systems and networks of both TIM and its customers, supply chain shock).
The TIM Group does not have a presence in Ukraine and has a very limited presence in Russia through its
subsidiary Telecom Italia Sparkle S.p.A., for which there could be repercussions in commercial relations, even if
not present to date, in the collection of trade receivables and in assets present in the country as well as on the
implementation times of international investment projects, the variation of which, although dependent on the
developments of the conflict, is currently considered by the Company to be insignificant.
New COVID-19 variants
Although the peak of the COVID-19 pandemic has passed, the possibility of new outbreaks due to new variants
cannot be excluded entirely. This could impact the TIM Group's operations and may lead to a decline in
roaming volumes, lesser customer growth, an increase in bad debt, negative effects on network maintenance
and the supply chain with a consequent reduction in margins, revenues or delays in cash flows.
Risks relating to the legislative and regulatory context
The TIM Group may be exposed to risks of non-compliance (Compliance Risks) due to non-observance/breach
of internal (self- regulation, 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-conformances are identified and is
monitored by the dedicated internal control system.
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.
Regulatory risks
The electronic communications industry is highly regulated. As such, new decisions by the Italian
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 of
significant market power held by TIM In the fixed-line access markets and the structure of the mobile markets
results in high levels of scrutiny from the AGCM (the Italian Competition Authority) over competition in the
sector.
The main elements that introduce uncertainty are:
■
lack of predictability in start-up timing and consequent final decisions in new proceedings by AGCom and
AGCM (the Italian Competition Authority);
■ AGCom decisions with retroactive effect (for example, the revision of prices applicable to past years and
the effectiveness and actual implementation of repricing policies, also following administrative rulings);
■ AGCom decisions that can influence the technological choices, with potential impact on the timing of
return on infrastructure investment;
■ any AGCM (the Italian Competition Authority) decisions that can limit TIM's competitive capacity (for
example, in terms of minimum retail prices to guarantee replicability);
■ any alleged inadequacy in the implementation of processes and systems for the management of
regulated services, identified by AGCom or AGCM (the Italian Competition Authority);
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■ any AGCom or AGCM (the Italian Competition Authority) decisions that impose constraints on the pricing
of fixed-line and mobile offers on the basis of consumer protection legislation.
General Data Protection Regulation (GDPR)
Regulation (EU) 2016/679 (General Data Protection Regulation, GDPR), which became directly applicable as
from May 25, 2018 and has been enacted in Italy by Legislative Decree no. 101/2018 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.
In order to guarantee - in TIM and under the scope of the Group Companies - the conformity of personal data
processing with the GDPR and the Personal Data Protection Code (Italian Legislative Decree no. 196 of June 30,
2003), TIM adopts all the initiatives necessary to comply with said provisions. More specifically, in 2022, a
project was launched to revise TIM’s privacy model, which resulted in the update of the processing register and
the texts of all disclosures on personal data processing, provided by TIM and the other Group companies to
different types of Data Subjects (e.g. customers, employees, visitors). The manual for drafting the Privacy
Impact Assessment and the policy for the exercise by data subjects of their privacy rights were updated, taking
into account, amongst others, the amendments made to Art. 132 of the Privacy Code by Italian Legislative
Decree no. 178 of November 23, 2021.
The Company’s operative processes have been adapted according to the principle of privacy-by-design, with
special attention paid to the commercial, relations with customers and technological processes, adopting the
methods defined by corporate regulations dedicated to the application of the GDPR and the provisions of the
Data Protection Authority. Personal data processing, where specific risks are entailed, is subject to preventive
Privacy Impact Assessment (PIA) according to the indications of the European Data Protection Board (EDPB), it
is censused and the related responsibilities are attributed to the suitable managerial level of the Company’s
organization, as envisaged by the Privacy Code in application of the accountability principle laid down by the
GDPR.
TIM constantly monitors the evolution of the rules, regulations and opinions adopted by the Data Protection
Authority (GPDP), takes all steps necessary to ensure compliance with such provisions and also undertakes to
maintain and continuously verify the effectiveness of the controls adopted.
However, the risk of shortcomings in the implementation of security measures, in compliance with legal
requirements governing data processing, in applying rules on data storage, in notifying data breaches by the
mandatory strict (and narrow) deadlines, could lead to disputes with the data protection authority and the
consequent application of sanctions. In addition, the risk of personal data breach can lead to disputes with
data subjects and reputational damages, consequently impacting TIM’s business.
Health and Safety at Work
Compliance with safety at work requirements is assured in TIM through the application of current applicable
legislation starting from when the risk assessment is performed and updated from time to time, along with the
relevant document. In 2021, ISO 45001:2018 certification was also achieved in relation to the design,
development, maintenance and management of the properties for office and mixed use coming under the
purview of the Real Estate department.
As regards the management of the impacts of the COVID-19 pandemic, TIM immediately took all steps
necessary to fully implement the emergency provisions issued by the government and regional authorities, in
multiple tranches, to limit the virus contagion.
From 2020 onwards, weekly smart working has been extended to all professional figures able to do so,
including call center operators, and specific prevention and protection protocols defined, modulated taking
into account the specific nature of the work at hand, for all those needing to continue to work on-field
(technicians, store operators and data center operators), equipping them with suitable Personal Protection
Equipment and, in line with the legal guidance and taking into account government and health authority
guidelines, in accordance with Italian Legislative Decree no. 81/2008, a specific document has been formalized
dedicated to COVID-19 and setting out all staff protection measures aimed at preventing contagion, updated
during the early months of 2022 in connection with the legislative changes.
In addition, TIM has supported employees with dedicated initiatives, such as:
■ a continuous information and awareness-raising campaign intended for all personnel;
■ a health welfare campaign, of voluntary adhesion, based on serological and rapid antigen tests (from June
2020 to March 2021) aiming to verify the degree of immunity to COVID-19 by means of antibody response,
intended mainly for personnel who have continued to work in the field during the emergency and that
involved approximately 12,000 employees. Since 2021, the campaign was extended to include all TIM
employees, with the collaboration of ASSILT;
■ a flu vaccine campaign, again voluntary, between end 2020 and early 2021, directed towards all TIM Group
people, which was taken up by approximately 5,000 employees; the vaccination campaign was reproposed
in November 2021, again on a voluntary basis, and this time taken up by approximately 3,800 employees;
■ psychological support from external professionals;
■ specific procedures for handling any cases of ascertained or suspected positivity to COVID-19, as well as
specific insurance cover for employees in the event of hospitalization following contagion with COVID-19;
■ criteria for interregional and international mobility for proven working needs, always within the limits set
by the schemes defined by the competent health authorities;
■ preparation of specific Site Regulations necessary to return safely on April 1, 2022;
■ starting April 1, 2022, all employees returned on site, according to the following criteria linked to the new
way of smart working: 3 days a week for the daily model and 2 weeks a month for the weekly model;
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■
from May 1, 2022 onwards, as the obligation to have and display a green pass ceased, no further
verifications of such have been carried out;
■ starting July 15, 2022, in line with the “Shared update protocol between the government and social parties
setting out measures for fighting and limiting the spread of the SARS-CoV-2/COVID-19 virus in
workplaces”, TIM has introduced the recommendation, which is no longer an obligation, to use FFP2 masks
in all closed workplaces shared by multiple workers or open to the public or where in any case it is not
possible to maintain interpersonal distances of a meter, due to the specific nature of the work carried out.
In this respect, FFP2 masks have been made available to all employees.
Golden Power
The issue of the “Golden Power” Decrees that give the government special powers over corporate structures in
the defense and national security sectors, as well as for activities of strategic importance in the
telecommunications sector, affect the public-private relationship, also enriching the value of the technological
assets and services could, on the one hand, limit TIM’s autonomy in going about its business in the area of
strategic services, but on the other, TIM, as strategic operator, can guarantee advantages to its shareholders,
making a change to TIM's controlling shares more complex and thereby protecting the investments,
guaranteeing a higher level of security for the assets and strategic services.
In summary, the Prime Minister established that the Company is subject to the obligations pursuant to
Legislative Decree no. 21/2012 (the “Golden Power Decree”, setting out special powers rules) on September 28,
2017, as a business that:
■ carries out “activities of strategic importance for the defense and national security system” (as per article 1
of the Decree Law) and
■ possesses networks and systems “necessary to ensure the minimum supply and operation of essential
public services” and goods and relationships “of strategic importance for the national interest” in the
communications sector (as per article 2 of the same Decree Law).
The regulatory architecture relating to TIM, consequently, involved a first phase in 2017 on the issue of the
Prime Ministerial Decrees of October 16 and November 2.
With the ruling of October 16, 2017, the Prime Minister exercised the special powers provided for in article 1 of
the Golden Power Decree by imposing specific provisions and conditions on TIM and the subsidiaries Telecom
Italia Sparkle and Telsy. Amongst others, the measures concern corporate and organizational governance; in
particular, the obligation to ensure the presence on the respective Boards of Directors of a Security Chief
Executive Officer - currently coinciding with the Chief Executive Officer - (who has Italian citizenship and
security authorization) and the establishment of a Security Organization unit.
With a ruling on November 2, 2017, the Prime Minister’s Office also exercised the special powers provided for in
article 2 of the Golden Power Decree, through the imposition of further requirements and conditions with the
aim of assuring suitable development plans, able to guarantee a continuity of supply of the universal service.
Failure to observe the provisions envisaged in order to exercise the power of veto, except where the matter is
an offense, results in the application of a pecuniary administrative sanction of up to double the value of the
transaction and in any case no less than 1% of the cumulative turnover.
The government’s ruling has subsequently evolved through Decree Law no. 21/2022 (Urgent measures to
combat the economic and humanitarian effects of the Ukraine crisis), converted with amendments by Italian
Law no. 51/2022, which introduced new features regarding both corporate management and 5G technology-
based communication services.
The government’s ruling was subsequently integrated with the Law of May 20, 2019, no. 41 which included
measures relating to electronic Broadband communication services based on 5G technology within a wider
framework of urgent measures, which, for TIM, during the two years 2019-20, was followed by specific
implementing decrees (Prime Ministerial Decrees of September 5, 2019, July 6, 2020 and August 7, 2020).
As regards the latter issue, by this Decree, the legislator renewed the close attention paid to 5G, insofar as an
activity of strategic importance for defense and national security, extending the scope of reference from the
non-EU supplies taken as reference by the previous Law no. 41 of 2019 to include any supply relating to 5G,
regardless of the geographic location in which the supplier is based, and redefined the State’s special powers.
More specifically, the Decree made it mandatory for companies to preventively notify the Presidency of the
Council of Ministers an Annual Purchasing Plan of goods and services in 5G technology, with the possibility of
making four-monthly updates.
The Plan is subject to approval by the government, which may potentially also lay down conditions or
requirements; failure to notify results in a sanction being applied to the company in the amount of up to 3% of
its turnover.
National Cyber Security Perimeter
The framework of provisions regarding National Security has flanked the Golden Power regulations with those
relating to the National Cyber Security Perimeter, established by Law no. 133 of November 18, 2019, converting
Decree Law 105/2019.
The regulations in this area are hinged on three elements, governed by the subsequent implementing decrees,
which constitute the same number of obligations for TIM, as strategic operator: the adoption of security
measures aimed at guaranteeing high security levels for ICT assets, the secure award of ICT supplies and the
notification of security incidents.
Compliance with the obligations laid down by regulations governing the PSNC (National Cyber Security
Perimeter) means, for TIM, an impact in organizational terms and as regards operative processes, in line with
the restrictions aiming to guarantee a high level of security of networks, information systems and the
computer services of public administrations, public and private operators and entities based in Italy, in
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92
consideration of the fact that such elements are responsible for the performance of a service that is essential
for the maintenance of civil, social or economic activities, fundamental for the interests of the State and the
malfunctioning, interruption, even partial, or improper use of which could damage national security.
Failure by TIM to observe the regulatory obligations entails administrative fines of up to 1.8 million euros. In
addition, the use of products and services without communication or passing of tests or in breach of the
conditions envisaged may result in the application of the accessory administrative sanction of incapacity to
hold appointments of management, administration and control in legal entities and companies, for a period of
three years from the date on which the violation is ascertained. Finally, anyone providing information, data or
elements of fact that are not true, in order to hinder or impact procedures and inspections and supervision,
shall be punished by imprisonment from one to three years.
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INFORMATION FOR INVESTORS
Share capital of TIM S.p.A. at December 31, 2022
Share Capital
Number of ordinary shares (without nominal value)
Number of savings shares (without nominal value)
Number of TIM S.p.A. ordinary treasury shares
Percentage of ordinary treasury shares held by the Group to total share capital
Market capitalization (based on December 2022 average prices)
11,677,002,855.10 euros
15,329,466,496
6,027,791,699
115,942,196
0.54%
4,465 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 are listed on the Italian stock exchange (FTSE index), whereas the
ordinary shares of TIM S.A. are listed in Brazil under B3.
Code
Stock exchange
Bloomberg
Reuters
TIM - Telecom Italia
TIM S.A.
ordinary shares
IT0003497168
TIT IM
TLIT.MI
savings shares
IT0003497176 BRTIMSACNOR5
TIMS3 BZ
TITR IM
TLITn.MI
TIMS3.SA
Ordinary shares of TIM S.A. were also listed on the NYSE (New York Stock Exchange); share prices are set
through ADS (American Depositary Shares) representing 5 ordinary shares of TIM S.A.
Shareholders
Shareholder composition according to the Shareholders Book at December 31, 2022, supplemented by
communications received and other available sources of information (ordinary shares):
TIM Group 0,76%
Italian Institutional
Investors 3,41%
Other Shareholders
18,08%
Foreign
Institutional
Investors 44,19%
Vivendi 23,75%
Cassa Depositi e Prestiti
9,81%
Report on operations
of the TIM Group
Information for Investors 94
Major Holdings in Share Capital
Based on the Shareholders Book, the notifications sent to Consob and to the Company pursuant to article 120
of Legislative Decree No. 58 of February 24, 1998 and other available information, the following major
shareholdings (above the threshold of 3%) in the ordinary capital of TIM S.p.A. exist:
Holder
Percentage of ownership
Type of ownership
Vivendi S.A.
Cassa Depositi e Prestiti S.p.A.
Direct
Direct
23.75%
9.81%
Common Representatives
The special meeting of the savings shareholders held on June 28, 2022 renewed the appointment of Dario
Trevisan as the common representative for three financial years, up to the approval of the financial
statements for the year ended December 31, 2024. Upon completion of the shareholders’ meeting called to
approve the financial statements for the year 2024, the general category meeting will be called to renew the
common representative of savings shareholders.
Rating at December 31, 2022
At December 31, 2022, the three rating agencies – Standard & Poor’s, Moody’s and Fitch Ratings – rated TIM as
follows:
STANDARD & POOR'S
MOODY'S
FITCH RATINGS
Rating
B+
B1
BB-
Outlook
Negative
Negative
Negative
Waiver of the obligation to publish disclosure documents for
extraordinary transactions
On January 17, 2013, the Board of Directors of TIM S.p.A. resolved to exercise the option, as per article 70
subsection 8 and article 71 subsection 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.
Conditions for the listing of shares of parent companies
established and regulated by the law of states outside the
European Union
TIM S.p.A. confirms the existence as at December 31, 2022 of the conditions referred to in article 15, subsection
1, letter a), b) and c), point i) of Consob Regulation no. 20249/2017 as amended, for the listing of their shares on
regulated markets.
RELATED-PARTY TRANSACTIONS
In accordance with Art. 5, subsections 8 and 9 of Consob Regulation no. 17221 of March 12, 2010 concerning
“Related-Party Transactions” and subsequent amendments, in 2022, the carrying out of the Transaction of
greater importance is noted, as defined by Art. 4, subsection 1, letter a) of the above regulation and by Art. 7 of
the Company’s Related-Party Transactions Procedure, following the award of the European open tender
procedure for the award, by public-private partnership contract, of the development and management of the
National Strategic Hub. For a complete description of the Transaction, refer to the Information Document
made available to the public in connection with Transactions of greater importance with related parties and
prepared in accordance with Article 5 of such regulation.
In addition, there were no transactions concluded that significantly impacted the equity position or results of
the TIM Group and TIM S.p.A., nor were there any changes or developments with respect to the related-party
transactions described in the 2021 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 2022.
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 gruppotim.it, under the Group section/Governance tools channel.
For information on relationships with related parties, see the Financial Statement Statements and the
"Related-party transactions" Note of the Consolidated Financial Statements and the Separate Financial
Statements.
Report on operations
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Information for Investors 95
ALTERNATIVE PERFORMANCE MEASURES
In addition to the conventional financial performance measures established by IFRS, the TIM Group uses
certain alternative performance measures in its internal presentations (business plan) and in external
presentations (to analysts and investors) for the purposes of enabling a better understanding of the
performance of its operations and its financial position. These indicators in fact represent a useful unit of
measurement for assessing the operating performance of the Group (as a whole and at Business Unit level).
Such measures, which are presented in the periodical financial reports (annual and interim), should, however,
not be considered as a substitute for those required by IFRS. As these measurements are not defined by the
IFRSs, their calculation may differ from the alternative indicators published by other companies. This is why
comparability between companies may be limited.
The alternative performance measures normally used are described below:
■ EBITDA: this indicator is used by TIM as the financial target, in addition to the EBIT. These measures are
calculated as follows:
Profit (loss) before tax from continuing operations
+ Finance expenses
- Finance income
+/- Other expenses (income) from investments (1)
+/- Share of losses (profits) of associates and joint ventures accounted for using the equity method2
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) Expense/(income) from investments for TIM S.p.A..
(2) Line item in Group consolidated financial statements only.
■ Organic change and impact of the non-recurring items on 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, the exchange differences and the non-recurring
events and transactions. The TIM Group presents a reconciliation between the “accounting or reported”
figures and the “organic excluding the non-recurring items”.
■ EBITDA margin and EBIT margin: TIM believes that these margins represent useful indicator of the ability
of the Group (as a whole and at Business Unit level) to generate profits from its revenues. In fact, EBITDA
margin and EBIT margin measure the operating performance of an entity by analyzing the percentage of
revenues that are converted into EBITDA and EBIT, respectively.
■ Net Financial Debt: TIM believes that the Net Financial Debt represents an accurate indicator of its ability
to meet its financial obligations. It is represented by Gross Financial Debt less Cash and Cash Equivalents
and other Financial Assets. The TIM Group presents a table showing the amounts taken from the
statements of financial position and used to calculate the Net Financial Debt of the Group.
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.
Report on operations
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Alternative Performance Measures
96
Non-current financial liabilities
Current financial liabilities
Current financial liabilities
Financial liabilities directly associated with Discontinued operations/Non-current assets held for sale
Gross financial debt
Non-current financial assets
Current financial assets
Financial assets relating to Discontinued operations/Non-current assets held for sale
Financial assets
Net financial debt is calculated as follows:
+
+
+
A)
+
+
+
B)
C=(A - B) Net financial debt carrying amount
D)
E=(C +
D)
■ Equity Free Cash Flow (EFCF): this financial measure represents the free cash flow available for the
remuneration of own capital, to repay debt and to cover any financial investments and payments of
licenses and frequencies. In particular, the indicator highlights the change in adjusted net financial debt
without considering the impacts of payment of dividends, changes in equity, acquisitions/disposals of
equity investments, outlay for the purchase of licenses and frequencies, increases/decreases of finance
lease
lease operations, renewals and/or extensions, cancellations/early
extinguishing of leases).
Reversal of fair value measurement of derivatives and related financial liabilities/assets
Adjusted Net Financial Debt
liabilities payable (new
The Equity Free Cash Flow measure is calculated as follows:
Reduction/(Increase) in adjusted net financial debt from continuing operations
Impact for finance leases (new lease operations and/or renewals and/or extensions (-)/any terminations/early
extinguishing of leases (+))
Payment of TLC licenses and for the use of frequencies
+/-
-
+/- Financial impact of acquisitions and/or disposals of investments
-
Dividend payment and Change in Equity
Equity Free Cash Flow
■ Capital expenditures (net of TLC licenses): this financial measure represents the capital expenditures
made net of investments for competence relating to TLC licenses for the use of frequencies.
■ Operating free cash flow (OFCF) and operating free cash flow (net of licenses): these financial measures
represent the cash flow available to repay the debt (including lease payables) and cover any financial
investments and, in the case of OFCF, payments of licenses and frequencies.
Operating free cash flow and operating free cash flow (net of licenses) are calculated as follows:
Capital expenditures on an accrual basis
EBITDA
-
+/- Change in net operating working capital (Change in inventories, Change in trade receivables and other net
receivables, Change in trade payables, Change in payables for mobile telephone licenses/spectrum, Other
changes in operating receivables/payables, Change in employee benefits, Change in operating provisions and
other changes)
Operating Free Cash Flow
Payment of TLC licenses and for the use of frequencies
Operating free cash flow (net of licenses)
-
Alternative performance measures after lease
Following the adoption of IFRS 16, the TIM Group presents the following additional alternative performance
measures:
■ EBITDA After Lease (“EBITDA-AL”), calculated by adjusting the Organic EBITDA, net of the non-recurring
items, from the amounts connected with the accounting treatment of the lease contracts;
■ Adjusted Net Financial Debt - After Lease, calculated by excluding from the adjusted net financial debt
the net liabilities related to the accounting treatment of lease contracts. TIM believes that the Adjusted net
financial debt After Lease represents an indicator of the ability to meet its financial obligations;
■ Equity Free Cash Flow After Lease, calculated by excluding from the Equity Free Cash Flow the amounts
related to lease payments. In particular, this measure is calculated as follows:
+
-
This measure is a useful indicator of the ability to generate Free Cash Flow.
Equity Free Cash Flow
Principal share of lease payments
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Alternative Performance Measures
97
REVIEW OF KEY OPERATING AND FINANCIAL
DATA - TIM S.P.A.
Main changes in the corporate structure
During 2022, the main corporate transactions were as follows:
■ Daphne 3 S.p.A.: on August 4, 2022, TIM S.p.A. transferred 41% of the share capital of the holding Daphne 3,
which has a 30.2% investment in Infrastrutture Wireless Italiane ("INWIT") to a consortium of investors led
by Ardian;
■ Movenda S.p.A.: on July 25, 2022, TIM S.p.A. acquired 100% of the company’s share capital, which offers
Digital Identity solutions. On December 31, 2022, the merger by incorporation of Movenda S.p.A. into TIM
S.p.A. took effect, with accounting and tax effects from July 1, 2022.
The following should also be noted:
■ Polo Strategico Nazionale S.p.A.: the company was established on August 4, 2022, it deals with the design,
preparation, fitting out and management of infrastructure for the supply of cloud services and solutions for
the public administration. TIM S.p.A. holds 45% of the Joint Venture’s share capital.
During 2021, the main corporate transactions were as follows:
■ Noovle: starting January 1, 2021, the conferral to Noovle S.p.A. of the TIM S.p.A. business unit comprising
the assets and liabilities and employees involved in the supply of services for the Cloud and Edge
Computing became effective;
■ FiberCop S.p.A.: starting March 31, 2021, the conferral to FiberCop S.p.A. of the TIM S.p.A. business unit
comprising the goods, assets and liabilities and legal relations organized functionally for the supply of
passive access services by means of the secondary copper and fiber network became effective. At the
same time, the purchase was completed by Teemo Bidco, an indirect subsidiary of KKR Global
Infrastructure Investors III L.P., of 37.5% of FiberCop from TIM and Fastweb has subscribed FiberCop shares
corresponding to 4.5% of the company’s capital, through the conferral of the stake held in Flash Fiber,
which was simultaneously incorporated into FiberCop;
■ acquisition of BT Italia business units: on June 30, 2021, the purchase of the BT Italia Business Unit was
completed, offering services
to public administration customers and small and medium
business/enterprise (SMB/SME) customers. The purchase also included support for customers of the SMB
Business Unit, supplied by Atlanet, the BT Contact Center of Palermo.
Report on Operations of
TIM S.p.A.
Review of Key Operating and Financial Data –
TIM S.p.A.
99
Non-recurring events
In 2022 and 2021, TIM S.p.A. recognized net 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. Non-recurring charges include, among others, any goodwill impairment changes,
provisions for regulatory disputes and potential liabilities related to them, liabilities with customers and/or
suppliers, and provisions for onerous contracts, charges associated with corporate reorganization/restructuring
and prior-year adjustments.
In detail:
(million euros)
Non-recurring expenses (income)
Revenues
Revenue adjustments
Other income
Recovery of operating expenses
Acquisition of goods and services and Change in inventories
Expenses related to agreements and the development of non-recurring
projects
Employee benefits expenses
Charges connected to corporate reorganization/restructuring and other costs
Other operating expenses
Other expenses and provisions
Impact on Operating profit (loss) before depreciation and amortization,
capital gains (losses) and impairment reversals (losses) on non-current assets
(EBITDA)
Goodwill Impairment loss
Impact on Operating profit (loss) (EBIT)
Non-recurring events for 2022 included:
2022
2021
—
—
(23)
(23)
30
30
537
537
76
76
620
—
620
5
5
(2)
(2)
38
38
358
358
735
735
1,134
4,120
5,254
■ 23 million euros in income for recovery of operating expenses;
■ 30 million euros for expenses related to agreements and the development of non-recurring projects, as
well as costs for purchases relating to supplies that became necessary for the management of the health
emergency;
■ 537 million euros in employee benefits expenses mainly relating to corporate reorganization/restructuring
processes related to outgoing managerial and non-managerial staff, also envisaged in accordance with
the application of Art. 4 of Italian Law no. 92 of June 28, 2012 and the former Art. 41, subsection 5bis, of
Italian Legislative Decree no. 148/2015, as per agreements signed by the Company during the year with the
trade unions;
■ 76 million euros of other operating expenses primarily relating to provisions and charges for disputes,
settlements, regulatory sanctions and potential liabilities related to them, including 41 million euros
relating to a provision for onerous contracts relating to a multi-year agreement stipulated in 2021 which
committed the Company to minimum purchases and the total estimated cost of which for the residual
duration of the agreement became apparent in 2022.
Non-recurring events for the year 2021 included:
■ 4,120 million euros for the impairment loss on goodwill attributed to domestic business. The impairment
test, carried out when drawing up the 2021 Financial Statements, was performed by referring to the flows
of the 2022 Industrial Plan and the projections up to 2026 of the domestic market in its current conditions,
and using a discount rate updated to the financial market conditions as at December 31, 2021. The new
2022 Industrial Plan is based on the results of the 2021 final accounting, reflects realistic expectations on
future developments and outlines all the actions to create value for the shareholders. The year showed an
impairment loss, which is attributed entirely to goodwill;
■ 735 million euros in other operating expenses, mainly referring to provisions made for disputes,
transactions, regulatory sanctions and related potential liabilities as well as expenses connected with the
COVID-19 emergency for provisions made as a consequence of the worsening of the expected credit losses
of Corporate customers, connected with the expected evolution of the pandemic;
■ 358 million
business
reorganization/restructuring processes following the application of art. 4 of Law no. 92 of June 28, 2012, as
defined in the trade union agreements signed between the Company and the trade unions;
expenses mainly
connected with
employee
benefits
euros
in
■ 38 million euros for expenses related to agreements and the development of non-recurring projects, as
well as costs for purchases relating to supplies that became necessary for the management of the health
emergency;
■ 3 million euros in revenue adjustments and other income.
Report on Operations of
TIM S.p.A.
Review of Key Operating and Financial Data –
TIM S.p.A.
100
Operating Performance
(million euros)
2022
2021
% Change
organic
excluding
non-
recurring
Revenues
EBITDA
EBITDA Margin
EBIT
EBIT Margin
Profit (loss) for the year
Capital expenditures
Net financial debt carrying amount
Adjusted Net Financial Debt
Headcount at year end (number)
(a)
(b)
12,098
12,397
2,086
17.2%
(649)
(5.4%)
(3,077)
1,744
2,637
21.3%
(4,522)
(36.5%)
(8,314)
2,294
12/31/2022
(a)
12/31/2021
(b)
22,139
21,709
35,524
21,937
20,612
37,064
(1)
(1)
(1)
(1)
(1)
(1)
(2.5)
(28.2)
(8.0) pp
—
(6.1) pp
(a-b)
(2.4)
(20.9)
(4.1) pp
(85.6)
31.1 pp
(63)
(24.0)
Change Amount
(a-b)
202
1,097
(1,540)
(1) Details are provided under “Alternative Performance Measures”.
Complex contracts
As part of a process aiming to ensure the identification and definition of the initiatives for the evolution of the
internal control system for the management of corporate risks, in 2022, the TIM Group instituted a Technical
Committee to supervise complex contracts (the “Technical Committee").
The Technical Committee defined:
■
■
■
the objective criteria on which basis to classify a contract as a “complex contract”;
the procedure for the assessment and authorization of complex contracts, which envisages the
involvement of multiple subjects and competences able to assess the different risk profiles (board
decision-making process);
the update of the policy regulating the process for formalizing contracts in the Group contracts, envisaging
a clear identification and formalization of the reasoning behind the decision-making process to assign
complex contracts as well as the related escalation mechanisms, thus strengthening the process for
identifying and reconstructing sources, information elements and controls performed.
∂
During 2021, as detailed in the related Annual Financial Report, some contracts for the supply of multimedia
contents in connection with the current partnerships, including that between TIM and DAZN, have highlighted
a comprehensive negative margin throughout the entire contract duration, with the need to make a provision
for a total of 548 million euros for posting a contractual risk provision for onerous contracts at December 31,
2021.
Starting from the 2022 financial year, use of the aforementioned Provision over the contractual term makes it
possible to offset the negative item of the margin (EBITDA) - referring to both the operating performance of
the business and commitments in terms of prices that TIM is contractually obliged to pay to counterparties -
thereby obtaining a null operating margin (organic) for the content business.
In August 2022, TIM and DAZN reached a new agreement that - in amending the clauses previously in place -
allows DAZN to distribute football rights to show the TIM Serie A championship matches through any third
party, surpassing the previous system of TIM exclusivity. The new contractual structure has no impact on TIM
customers, who continue to enjoy matches through TimVision, the most advantageous streaming platform
with the best selection of content available on the market. At the same time, the objective is achieved of
distributing rights over multiple platforms with a view to developing a more sustainable economic model that
would also be less volatile.
During 2022, TIM S.p.A. also recorded a provision of 41 million euros for onerous contracts relating to a multi-
year agreement stipulated in 2021 which committed the Company to minimum purchases and the total
estimated cost of which for the residual duration of the agreement became apparent in 2022.
The Provision for contractual risks for onerous contracts at December 31, 2022 came to 247 million euros.
Report on Operations of
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101
Below are:
■
■
the amount used of the Provision for risks to cover the negative margin;
the amount of the total organic margins (organic EBITDA) without using the risk provision for onerous
contracts.
(million euros)
EBITDA
ORGANIC EBITDA (including use of the risk provision for onerous contracts)
- Use of the risk provision for onerous contracts to cover the negative margin
ORGANIC EBITDA (excluding use of the risk provision for onerous contracts)
2022
2,086
2,706
(346)
2,360
The amount of 346 million euros is the negative margin, for which the provision was used. As far as the portion
relating to the football contract with DAZN is concerned, this amount includes both the operating performance
of the business and the component linked to the prices that TIM is contractually obliged to pay to DAZN, which
is recorded at the end of each football season (June 30, each year), at the same time as use of the related
provision set aside.
From a financial viewpoint, the negative margin covered by the Risks Provision has an equal impact on the Net
Financial Position and cash flows. For the DAZN contract, TIM is contractually obliged to pay advance
installments for each year (July 1-June 30, corresponding to each championship season).
With reference to the multi-year contracts for multimedia contents, which in some cases require TIM to pay
the counterparty prices by way of guaranteed minimum, it should be recalled that the valuation of these
contracts and the estimation of the associated costs is subject to numerous uncertainties that include,
amongst others, market dynamics, rulings by the market regulatory authorities and the development of new
technologies in support of the service. These estimates are revised from time to time on the basis of the final
data in order to make sure that the provisional figures remain within the reasonably foreseeable range. Not all
the factors mentioned are under the company’s control hence they could have a significant impact on future
forecasts regarding the performance of the contracts, the estimated amount of (positive or negative) margins
and the cash flows that are generated.
Rights to use 5G frequencies in Italy
On September 30, 2022, TIM paid the fifth and final installment, of 1.7 billion euros, out of the total of 2.4 billion
euros due in fulfillment of the undertakings made by the Company following the award of the rights to use
mobile frequency bandwidths pursuant to the “5G Auction” held in 2018 by the Ministry for Economic
Development.
In particular, in October 2018, following a public tender process in which 5 Italian mobile operators took part
(Iliad, Fastweb, TIM, Vodafone and Wind3), TIM was awarded the rights of use on all bandwidths included in
the auction. TIM was awarded 2x10 MHz in the 700 MHz bandwidth (blocks available from July 1, 2022), 80 MHz
in the 3.6-3.8 GHz bandwidth and 200 MHz in the 26 GHz bandwidth (both bandwidths available from January
1, 2019).
The total amount of the award was 2.4 billion euros, to be paid in five annual installments as per the forecast
collections of the 2017 Budget Law, broken down as follows:
(euros)
Telecom Italia S.p.A. 477,473,285.00
2018
2019
18,342,110.83
2020
110,052,665.01
2021
2022
55,026,332.50 1,738,485,952.97 2,399,380,346.32
Total
Following payment of the last installment, on October 04, 2022 the Ministry of Economic Development notified
the guarantor banks of the definitive release of the surety given at the time as guarantee of the payment
obligations.
The 5G frequencies allow TIM, together with the other frequency bandwidths already in its possession, to cover
all cases of use envisaged by the International Telecommunication Union (ITU) for 5G (IMT-2020 5G), thereby
satisfying the needs of the world seeing very strong IoT growth thanks to the possibility of simultaneously
managing thousands of connections and Industry 4.0 thanks to the very low latencies and entertainment,
thanks to the high transmission speeds (over 2 Gbps) and, finally, the automotive and mission critical
applications (Public Safety and Public Protection/Disaster Relief) thanks to the extremely reliable connections.
It should be highlighted that in the 3.4-3.8 GHz bandwidth, TIM is the only Italian mobile operator to have 100
MHz (20 MHz in the 3.4-3.6 GHz bandwidth and 80 MHz in the 3.6-3.8 GHz bandwidth) and is therefore able to
offer significantly better latency and throughput than national competitors.
The value of the rights of use for the 5G frequency bandwidths (in Italy) and the related useful lives at
December 31, 2022 are detailed as follows:
Report on Operations of
TIM S.p.A.
Review of Key Operating and Financial Data –
TIM S.p.A.
102
Acquisition value
(million euros)
Residual
amount at
12/31/2022
(million euros)
Useful life
Maturity
680
1,686
33
2,399
658
1,331
26
2,015
15 years and 6
months
19 years
19 years
12/31/2037
12/31/2037
12/31/2037
694-790 MHz band
3600-3800 MHz band
26.5-27.5 GHz band
Revenues
2022 revenues came to 12,098 million euros (12,397 million euros in 2021), with a decrease of 299 million euros
or -2.4%.
Revenues from stand-alone services amounted to 10,387 million euros (-264 million euros compared to 2021,
-2.5%) and reflect the impacts of the competition on the customer base and a reduction in ARPU levels. In
particular, both revenues from Mobile market stand-alone services (-68 million euros on the previous year, -
2.2%), and revenues from the Fixed market stand-alone services (-196 million euros compared to the previous
year, -2.6%) dropped, due to the worsening of the Retail segment.
Revenues from Handsets and Bundles & Handsets, including the change in work in progress, amounted to
1,711 million euros in 2022, down 35 million euros compared to 2021, mainly due to a drop in Mobile market
sales revenues.
The sales segments show the following changes compared to 2021:
(million euros)
2022
Revenues
Consumer
Business
Wholesale
Other
In particular:
12,098
4,915
3,982
1,751
1,450
2021
Change
12,397
5,411
3,982
1,942
1,062
(299)
(496)
—
(191)
388
■ Consumer: 2022 revenues of the Consumer segment totaled 4,915 million euros and decreased by (496)
million euros on 2021 (-9.2%), suffering the impact of the challenging competition and greater regulation
of commercial processes. The trend seen in total revenues also applied to revenues from stand-alone
services, which amounted to 4,415 million euros, down by 308 million euros (-6.5% compared to the
previous year). In particular:
•
•
revenues from Mobile Stand-alone services amounted to 2,075 million euros, down 86 million euros (-
4.0%) compared to 2021, mainly due to the competition and reduction of incoming telephone trade
due to the reduction of interconnection tariffs;
revenues from Fixed Stand-alone services amounted to 2,363 million euros, down on 2021 (-233
million euros, -9.0%), mainly due to the reduction in ARPU levels and the lesser Customer Base (which
in 2021, benefited from the government incentive program through the concession of vouchers).
Revenues for Handsets and Bundles & Handsets in the Consumer segment amounted to 499 million euros,
down 189 million euros compared to 2021 (-27.4%), and mainly reflected the lesser sales volumes of modems
and PCs/tablets (here too do to the end of the government voucher program).
■ Business: revenues for the Business segment amounted to 3,982 million euros, in line with 2021 (of which
+1.9% for stand-alone service revenues). In particular:
•
•
total Mobile revenues in 2022 amounted to 941 million euros with an increase of 6 million euros
compared to 2021 (+0.6%), which in particular reflects the increase in service revenues (+7 million
euros, +0.8%);
total Fixed revenues in 2022 came to 3,097 million euros, down 7 million euros on 2021; they are
therefore essentially in line with the previous year (-0.2%), recording an increase in revenues from
stand-alone services (2.1%) following the performance seen in revenues from ICT services.
■ Wholesale Market: the Wholesale Market segment revenues in 2022 came to 1,751 million euros, up by
(191) million euros (-9.8%) compared to 2021, mainly due to the presence, in 2021, of one-off transactions.
Report on Operations of
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■ Other: the Other segment records 2022 revenues of 1,450 million euros, up by 388 million euros on 2021; it
should be noted, in particular, that starting 2021, the item includes TIM revenues related to the subsidiary
FiberCop S.p.A., mainly relating to the sale of infrastructure and network maintenance services.
EBITDA
2022 EBITDA was 2,086 million euros (2,637 million euros in 2021), with an EBITDA margin of 17.2%, down 4.1
percentage points on 2021 (21.3%).
Organic EBITDA - net of the non-recurring items - amounted to 2,706 million euros; the EBITDA margin was
22.4% (30.4% in 2021) and records a reduction of 1,065 million euros compared to 2021. In 2022 TIM S.p.A.
recorded non-recurring net charges of 620 million euros in total, (1,134 million euros in 2021).
Non-recurring charges include, among others, provisions for disputes, transactions and regulatory sanctions
and potential liabilities related to them, liabilities with customers and/or suppliers and provisions for onerous
contracts, as well as charges associated with corporate reorganization/restructuring. For further details, in
addition to that reported in the “Non-recurring events” chapter of this report on operations, see the Note
"Non-recurring events and transactions" in the TIM S.p.A. Separate Financial Statements as at December 31,
2022.
Organic EBITDA including the effect of the use of provisions for onerous contracts came to 2,360 million
euros in 2022.
Organic EBITDA, net of the non-recurring items, is calculated as follows:
(million euros)
2022
EBITDA
Non-recurring expenses (Income)
ORGANIC EBITDA - excluding Non-recurring items
The following elements also affected EBITDA:
2,086
620
2,706
2021
Changes
absolute
%
2,637
1,134
3,771
(551)
(514)
(1,065)
(20.9)
(28.2)
■ Other income
(million euros)
Late payment fees charged for telephone services
Recovery of employee benefit expenses, purchases and
services rendered
Capital and operating grants
Damages, penalties and recoveries connected with litigation
Estimate revisions and other adjustments
Income for special training activities
Other
Total
■ Acquisition of goods and services
(million euros)
Acquisition of goods
Revenues due to other TLC operators and costs for
telecommunications network access services
Commercial and advertising costs
Professional and consulting services
Power, maintenance and outsourced services
Lease and rental costs
Other
Total acquisition of goods and services
% of Revenues
2022
2021
Change
26
23
36
32
68
1
59
245
2022
911
655
1,344
110
1,159
486
2,937
7,602
62.8
29
33
26
22
71
66
75
322
(3)
(10)
10
10
(3)
(65)
(16)
(77)
2021
Change
1,053
707
1,130
104
1,115
413
2,237
6,759
54.5
(142)
(52)
214
6
44
73
700
843
8.3 pp
Acquisition of goods and services recorded an increase of 843 million euros, mainly due to the greater
commercial and advertising costs, use of third parties' assets (above all costs for software license rental) and
Report on Operations of
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104
the increase in other costs, which include costs due to external companies to set up network accesses as part
of the delivery agreements in place with Group companies (such as FiberCop), facility and maintenance costs.
The item includes a non-recurring item of 30 million euros, for expenses related to agreements and the
development of non-recurring projects.
■ Employee benefits expenses
(million euros)
Ordinary employee expenses and costs
Restructuring expenses and allocations to employee and other
provisions
Total employee benefits expenses
2022
2,041
537
2,578
2021
2,095
358
2,453
Change
(54)
179
125
Employee benefits expenses increased by 125 million euros compared to 2021. The main factors that drove
this change were:
•
•
increase of 179 million euros in corporate restructuring expenses; at December 31, 2022, provisions
were made for expenses totaling 537 million euros, mainly relating to outgoing managerial and non-
managerial staff, envisaged in accordance with the application of Art. 4 of Italian Law no. 92 of June
28, 2012 and former Art. 41, subsection 5bis, Italian Legislative Decree no. 148/2015, as per agreements
signed by TIM S.p.A. with the trade unions in 2022;
a decrease of 54 million euros of ordinary employee expenses, mainly due to the savings consequent
to the reduction in the average salaried workforce, amounting to a total average of -2,066 employees,
of whom an average of -1,471 deriving from the application of the Expansion Contract by the
Company.
The headcount at December 31, 2022 amounted to 35,524 employees (37,064 at December 31, 2021), a
decrease of 1,540.
■ Other operating expenses
(million euros)
2022
2021
Change
Write-downs and expenses in connection with credit
management
Provision charges
TLC operating fees and charges
Indirect duties and taxes
Penalties, settlement compensation and administrative fines
Subscription dues and fees, donations, scholarships and
traineeships
Other
Total
115
118
43
55
24
10
55
420
217
674
41
58
127
10
52
1,179
(102)
(556)
2
(3)
(103)
—
3
(759)
Other operating expenses for 2022 dropped by 759 million euros and include a non-recurring item of 76 million
euros, mainly for provisions made for disputes, transactions, regulatory sanctions and potential related
liabilities. It includes, in particular, a provision of 41 million euros for onerous contracts relating to a multi-year
agreement concluded in 2021 which committed the Company to minimum purchases and the total estimated
cost of which for the residual duration of the agreement became apparent in 2022. In addition, “Write-downs
and expenses in connection with credit management” shows a reduction of 102 million euros compared with
2021, which is the consequence of the pursuit of the program to optimize processes started in 2020, aimed at
increasing the efficiency of end-to-end credit management, intervening on the whole process involving the
customer. More specifically, reference is made to the acceptance, management and collection of debt to
support the development of the commercial offers.
In 2021, the non-recurring items amounted to 735 million euros and mainly included provisions made for
disputes, transactions, regulatory sanctions and related potential liabilities as well as expenses connected with
the COVID-19 emergency for provisions made as a consequence of the worsening of the expected credit losses
of Corporate customers, connected with the expected evolution of the pandemic. Amongst the Provision
charges, the amount included 548 million euros for the posting of a Contractual Risk Provision for Onerous
Contracts (IAS 37) relating to certain contracts for the offer of multimedia content connected with the
partnerships currently in place.
For more details, refer to the chapter on “Complex contracts” in this Report on Operations and the Note
“Provisions for risks and charges” of the TIM Group Separate Financial Statements at December 31, 2022.
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Depreciation, amortization and capital expenditures
2022 depreciation and amortization came to 2,759 million euros (2,996 million euros in 2021) and are as
follows:
(million euros)
Change
2022
2021
Amortization of intangible assets with a finite useful life
Depreciation of tangible assets
Amortization of rights of use assets
Total
The main aspects are listed below:
1,030
1,270
459
2,759
1,112
1,432
452
2,996
(82)
(162)
7
(237)
■ amortization of intangible assets amounted to 1,030 million euros, down 82 million euros compared to
2021. This performance is due for 85 million euros to lesser amortization with respect to licenses, mainly
connected with the December 2021 expiry of the UMTS licenses (with an impact of 134 million euros of
lesser amortization with respect to December 2021). This reduction is partly offset by 49 million euros in
greater amortization following the January 2022 commissioning of rights to use the 2100 MHz band (with
an impact of 23 million euros), the July 2022 commissioning of the rights to use the 694-790 MHz
bandwidth (with an impact of 22 million euros) and the July 2022 purchase of rights for the operator OpNet
- formerly Linkem, to use the 34-36 MHz bandwidth (with an impact of 4 million euros);
■ depreciation of tangible assets owned came to 1,270 million euros and shows a reduction of 162 million
euros on 2021, due for 86 million euros to the contribution of the secondary network in FiberCop in March
2021 and the consequent dynamics of investments;
■ amortization of rights of use assets came to 459 million euros, rising by 7 million euros on 2021, mainly
following the renegotiation of real estate lease contracts.
Capex totaled 1,744 million euros (2,294 million euros in 2021), with a reduction of 550 million euros. Details are
as follows:
(million euros)
Investments in intangible assets with a finite useful life
Investments in tangible assets
Investments in rights of use assets
Total
2022
776
899
69
1,744
2021
1,055
1,167
72
2,294
Change
(279)
(268)
(3)
(550)
Investments in intangible assets recorded a reduction of 279 million euros, mainly determined by the coming
into force of the extension through to December 31, 2029 of the rights to use the 2100 MHz bandwidth (240
million euros in investments in progress at September 2021). This reduction was partly offset by the acquisition
of the 34-36-MHz OpNet bandwidth (65 million euros) and the extension of the WiMax licenses through to
December 31, 2029 (5 million euros).
In particular, the licenses were acquired with an agreement with the OpNet (former Linkem) operator covering
the reciprocal transfer of frequencies and enabled TIM to use an additional 20MHz nationally, reaching the
maximum availability of 100MHz permitted in the frequency bandwidth 3.4-3.8 GHz usable by TIM, as 5G
frequencies.
Investments in tangible assets and rights of use assets recorded an overall reduction of 271 million euros, of
which 268 million euros are for investments in tangible assets, mainly relating to a decline in investments in
the access network, underground and overhead copper network and subscribed connections (-121 million
euros) following the March 2021 conferral to FiberCop S.p.A. Lesser investments are also recorded in
commercial products for customers (-28 million euros), in data center and IT management hardware (-17
million euros), in store furnishings and fittings (-10 million euros) and lesser investments in stock, due to a
trend of lesser consumption seen on the Mobile segment (-14 million euros).
Gains (losses) on disposals of non-current assets
This item amounted to a positive 24 million euros (negative for 43 million euros in 2021). Period capital gains
came to 37 million euros and mainly referred to capital gains noted following the sale of WiMax frequencies
under the scope of the specified agreement with the operator OpNet (formerly Linkem) (33 million euros) and
due to the closure of property sale and lease contracts. Capital losses came to 13 million euros and stem from
the growing focus on decommissioning projects and the optimization of the network assets. More specifically,
the Nokia, Erricsson modernization projects and the Huawei technological swap resulted in losses from
disposals for approximately 5 million euros, whilst the disposal of base transceiver stations and their tax-
accounting realignment entailed losses on disposals totaling approximately 4 million euros. The closure of
lease contracts gave rise to capital losses of around 1 million euros.
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Impairment reversals (losses) on non-current assets
This item was not present in 2022 (it was negative 4,120 million euros in 2021).
In preparing the Financial Statements for 2022, the Company carried out an impairment test on the goodwill.
The outcomes of that testing, carried out in accordance with the specific procedure adopted by the Group,
confirmed the amounts of Goodwill allocated to the Group’s domestic business. Further details are provided in
the Note "Goodwill" to the Separate Financial Statements as at December 31, 2022 of TIM S.p.A.
EBIT
EBIT in 2022 amounted to a negative 649 million euros (negative for 4,522 million euros in 2021), with a
negative EBIT margin of -5.4% (negative for -36.5% in 2021). EBIT in 2022 reflected the negative impact of non-
recurring net charges totaling 620 million euros (5,254 million euros in 2021).
Organic EBIT, net of the non-recurring items, amounted to a negative 29 million euros (732 million euros in
2021), with an EBIT margin of 0.2% (5.9% in 2021).
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, 2022 of TIM S.p.A. in addition to the
information given in the chapter on “Non-recurring events” of this report on operations.
Organic EBIT, net of the non-recurring items, was calculated as follows:
(million euros)
2022
2021
Changes
EBIT
Non-recurring expenses (Income)
ORGANIC EBIT - excluding Non-recurring items
absolute
%
(649)
620
(29)
(4,522)
5,254
732
3,873
(4,634)
(761)
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Income (expenses) from investments
This item, amounting to 408 million euros (834 million euros in 2021), is broken down as follows:
(million euros)
Dividends
Other income and gains on disposals of investments
Other income from investments
Losses on disposals of investments
Impairment losses on financial assets
Sundry expenses from investments
Total
In particular, we report:
2022
113
313
—
—
(18)
—
408
2021
Change
837
9
10
—
(7)
(15)
834
(724)
304
(10)
—
(11)
15
(426)
■ dividends mainly related to the subsidiary Telecom Italia Finance (54 million euros) and the associate
Daphne 3 (57 million euros). In 2021 dividends mainly related to the subsidiaries Telecom Italia Sparkle (400
million euros) and Telecom Italia Finance (436 million euros).
■ net capital gains on sales of investments refer to the mentioned sale of 41% of the share capital of the
holding Daphne 3 to a consortium of investors led by Ardian. In 2021, for 9 million euros, they referred to
the sale of 37.5% of the investment in the company FiberCop to the KKR fund.
■
impairment losses referred mainly to the impairment of investment in the subsidiary TIM Servizi Digitali. In
2021 impairment losses referred mainly to the impairment of investment in the subsidiary Telecom Italia
Ventures.
Finance income (expenses), net
Finance income (expenses) showed a net expense of 993 million euros (negative for 908 million euros in 2021);
the increase is due to the dynamic of interest rates that impacted the performance of the Mark-to-Market of
derivatives (in any case this is a change in currency and accounting non-monetary items) and, to a lesser
extent, the component relating to debt exposure.
The item consists of:
(million euros)
Finance income
Finance expenses
Total net finance income (expenses)
2022
1,415
(2,408)
(993)
2021
Change
1,076
(1,984)
(908)
339
(424)
(85)
Income tax expense
In 2022, tax expenses were recorded for 1,843 million euros (expenses for 3,718 million euros in 2021); the item
mainly reflects the impact deriving from the exercise of the option to revoke the realignment of goodwill
resolved by TIM’s Board of Directors on November 9, 2022, as permitted by the government Budget Law for
financial year 2022 and as detailed in the Provision of the Revenue Agency Manager, published on September
29, 2022.
More specifically - having acknowledged publication of such Measure governing the terms, conditions and
operating procedures for revocation - the Company assessed economic-financial advantageousness and
considered it a priority to strengthen the industrial investments to be made to support the various business
areas, an alternative to the financial commitment connected with the payment of substitute tax on the
realignment.
Therefore, as there was no longer any basis for entering Deferred tax assets, they have been written-off
entirely for a net amount of 1,964 million euros as follows:
■ expense of -2,656 million euros for the write-off of deferred tax assets of TIM S.p.A.:
•
in the TIM S.p.A. statements as at December 31, 2020, the amount of 6,569 million euros had been
entered for deferred tax assets in respect of a tax recognition of higher values entered in the financial
statements pursuant to Decree Law 104/2020, art. 110, subsections 8 and 8 bis, which enabled the
deductibility over 18 years, starting 2021, of the tax amortization of the realigned value, in respect of
substitute tax in the amount of 3% of the realigned value (692 million euros), to be paid in 3 annual
installments of equal amount;
•
in the financial statements at December 31, 2021, a partial write-down had been entered for an
amount of -3,913 million euros, connected with the extension to 50 years of the period of tax asset
absorption introduced by Art. 160 of the 2022 Budget Law (Law 234/2021) and the changed
assessment of the time frame for recoverability of deferred tax assets of TIM S.p.A.;
■
income of 692 million euros for the reversal of substitute tax that had been allocated for the realignment;
in detail, entry of a receivable of 231 million euros related to the first installment, paid on 6/30/2021 and
Report on Operations of
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108
reversal of a payable of 461 million euros for the second and third installments, which will not be paid
following revocation of the realignment. The first installment, as envisaged by the Measure, has been
recovered financially, offsetting it against tax payments made using the “F24” return, which the Company
filed in December 2022, following filing of the supplementary declaration formalizing revocation of the
realignment.
Further details are provided in the Note “Income tax expense (current and deferred)” of the Separate Financial
Statements at December 31, 2022 of TIM S.p.A.
Profit (loss) for the year
The profit (loss) for the year 2022 was negative in the amount of 3,077 million euros (negative in the amount of
8,314 million euros in 2021) and was negatively affected by non-recurring net charges of 2,281 million euros
(8,761 million euros in 2021).
Further details on non-recurring items are provided in the Note “Non-recurring events and transactions” of the
Separate Financial Statements at December 31, 2022 of TIM S.p.A..
Report on Operations of
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Financial Position and Cash Flows Performance
Financial position structure
(million euros)
Assets
Non-current assets
Goodwill
Intangible assets with a finite useful life
Tangible assets
Rights of use assets
Other non-current assets
Deferred tax assets
Current assets
Inventories, trade and miscellaneous receivables and other
current assets
Current income tax receivables
Current financial assets
Discontinued operations/Non-current assets held for sale
Liabilities
Equity
Non-current liabilities
Current liabilities
Non-current assets
12/31/2022
12/31/2021
Change
43,974
12,064
5,023
6,837
3,188
16,401
461
6,407
4,486
34
1,887
—
50,381
14,252
23,402
12,727
50,381
49,623
12,961
5,278
7,223
3,320
17,477
3,364
7,852
4,096
43
3,713
—
57,475
16,564
27,090
13,821
57,475
(5,649)
(897)
(255)
(386)
(132)
(1,076)
(2,903)
(1,445)
390
(9)
(1,826)
—
(7,094)
(2,312)
(3,688)
(1,094)
(7,094)
■ Goodwill: this reduced by 897 million euros compared with December 31, 2021, for 898 million euros
following the sale of the portion of goodwill attributed to the investment in Daphne 3 S.p.A as well as the
value of such investment, as a result of the specific acquisition by the Ardian fund of the share held by TIM,
equal to 41% of the holding company Daphne 3, which, in turn, currently holds a 30.2% share in
Infrastrutture Wireless Italiane (“INWIT”). The acquisition is noted of the goodwill of Movenda for 1 million
euros following the merger into TIM S.p.A. with effect from July 1, 2022;
■
Intangible assets with a finite useful life: these fell by 255 million euros, from 5,278 million euros at the
end of 2021 to 5,023 million euros at September 30, 2022, representing the balance of the following items:
•
•
capex (+776 million euros);
amortization charge for the year (-1,030 million euros);
• disposals, reclassifications and other changes (-1 million euros).
■ Tangible assets: decreased by 386 million euros, representing the sum of the following:
•
capex (+899 million euros);
• depreciation charge for the year (-1,270 million euros);
• disposals, reclassifications and other changes (-15 million euros).
■ Rights of use assets: decreased by 132 million euros, representing the sum of the following:
•
•
investments and increases in lease contracts (+390 million euros);
amortization charge for the year (-459 million euros);
• disposals, reclassifications and other changes (-63 million euros).
■ Deferred tax assets: decreased by 2,903 million euros compared to December 31, 2021.
Report on Operations of
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Equity
Equity amounted to 14,252 million euros, down by 2,312 million euros compared to December 31, 2021 (16,564
million euros). The changes in equity over 2022 and 2021 are detailed in the following table:
(million euros)
12/31/2022
12/31/2021
At the beginning of the year
Profit (loss) for the year
Dividends approved
Equity instruments and other changes
Movements in the reserve for financial assets measured at fair value through other
comprehensive income and derivative hedging instruments
Movements in the reserve for remeasurements of employee defined benefit plans (IAS
19)
At the end of the year
16,564
(3,077)
—
6
707
52
14,252
25,008
(8,314)
(319)
(72)
272
(11)
16,564
Cash flows
Change in net financial debt
(million euros)
EBITDA
Capital expenditures on an accrual basis
Change in net operating working capital:
Change in inventories
Change in trade receivables and other net receivables
Change in trade payables
Change in payables for mobile telephone licenses
Other changes in operating receivables/payables
Change in employee benefits
Change in operating provisions and Other changes
Net operating free cash flow
% of Revenues
Sale of investments and other disposals flow
- of which sale of 41% Daphne 3
- of which sale of 37.5% FiberCop
Share capital increases/reimbursements
Financial investments
Dividends flow
Increases in lease contracts
impact on debt for Noovle conferral
Impact on debt for FiberCop conferral
Finance expenses, income taxes and other net non-operating
requirements flow
Reduction /(Increase) in net financial debt carrying amount
2022
2,086
(1,744)
(1,654)
(28)
(205)
344
(1,738)
(27)
144
(329)
(1,497)
(12.4)
1,283
1,278
—
—
(46)
112
(321)
—
—
267
(202)
2021
Change
2,637
(2,294)
(136)
(21)
(261)
666
(55)
(465)
(83)
336
460
3.7
1,812
—
1,759
—
(130)
462
(253)
858
2,406
(228)
5,387
(551)
550
(1,518)
(7)
56
(322)
(1,683)
438
227
(665)
(1,957)
(16.1)
(529)
—
84
(350)
(68)
(858)
(2,406)
495
(5,589)
Report on Operations of
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111
Equity Free Cash Flow
(million euros)
Reduction /(Increase) in net financial debt carrying amount
Reversal of fair value measurement of derivatives and related
financial liabilities/assets
Reduction/(Increase) in adjusted net financial debt
Impact for finance leases (new lease operations and/or
renewals and/or extensions (-)/any terminations/early
extinguishing of leases (+))
Payment of TLC licenses and for the use of frequencies
Financial impact of acquisitions and/or disposals of
investments
Dividend payment and Change in Equity
Equity Free Cash Flow
2022
2021
Change
(202)
(895)
(1,097)
261
1,805
(1,232)
1
(262)
5,387
(216)
5,171
171
295
(5,405)
317
549
(5,589)
(679)
(6,268)
90
1,510
4,173
(316)
(811)
The reduction in net operating free cash flow in 2022 as compared with 2021 (1,957 million euros) is attributed
to the reduction recorded by the EBITDA (-551 million euros) and the change in working capital (-1,518 million
euros) mainly consequent to the change in amounts due to pay the last installment of the 5G license (-1,738
million euros), partly offset by the change in employee benefits (227 million euros) and the lesser need for
investments (550 million euros).
In addition to what has already been described with reference to EBITDA, the change in net financial debt was
particularly impacted by the following:
Capex flow
Capex totaled 1,744 million euros (2,294 million euros in 2021), down 550 million euros, mainly determined by
lesser investments in intangible assets (279 million euros), in tangible assets (268 million euros) and rights of
use assets (3 million euros).
Sale of investments and other disposals flow
This item was positive for 1,283 million euros and mainly referred to the sale of 41% of Daphne 3, which holds a
30.2% share in Infrastrutture Wireless Italiane ("INWIT"), to a consortium of investors led by Ardian. In 2021,
this was positive for 1,812 million euros and mainly referred to on the sale of 37.5% of FiberCop to the indirect
subsidiary of KKR Global Infrastructure Investors III L.P.
Financial investments flow
This came to 46 million euros and mainly refers to the acquisition of the investment in the associate Italtel (10
million euros), in the associate Polo Strategico Nazionale (3 million euros) and the payment on investment
account to subscribe the share capital increase in the favor of the subsidiaries Telecom Italia Ventures (11
million euros) and Tim Servizi Digitali (19 million euros), as well as in the associate Polo Strategico Nazionale (3
million euros). In 2021, this amounted to 130 million euros and referred primarily to investment account
payments to cover subscriptions of new share capital issued by the subsidiaries Olivetti (10 million euros),
Telecom Italia Ventures (33 million euros), FiberCop (63 million euros) and in the associate TIMFin (24 million
euros).
Increases in lease contracts
This item amounted to 321 million euros (253 million euros in 2021). Increases in finance leasing contracts
include the higher value of user rights entered following new lease contracts payables, increase of lease
payments and renegotiations of existing contracts.
Share capital increases/reimbursements, including incidental costs
There were none in 2022 (none in 2021 either).
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
of income taxes, net finance expenses, and the change in non-operating receivables and payables.
Sales of receivables to factoring companies
Sales of trade receivables to factoring companies completed during 2022 resulted in a positive effect on the
net financial debt at December 31, 2022 amounting to 1,147 million euros (1,513 million euros at December 31,
2021).
Report on Operations of
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Net financial debt
Net financial debt is composed as follows:
(million euros)
Non-current financial liabilities
Bonds
Amounts due to banks, other financial payables and liabilities
Finance lease liabilities
Current financial liabilities (1)
Bonds
Amounts due to banks, other financial payables and liabilities
Finance lease liabilities
Total Gross financial debt
Non-current financial assets
Non-current financial receivables arising from lease contracts
Financial receivables and other non-current financial assets
Current financial assets
Securities other than investments
Current financial receivables arising from lease contracts
Financial receivables and other current financial assets
Cash and cash equivalents
Total financial assets
Net financial debt carrying amount
Reversal of fair value measurement of derivatives and related
financial liabilities/assets
Adjusted Net Financial Debt
Breakdown as follows:
Total adjusted gross financial debt
Total adjusted financial assets
(1) of which current portion of medium/long-term debt:
Bonds
Amounts due to banks, other financial payables and liabilities
Finance lease liabilities
12/31/2022
(a)
12/31/2021
(b)
Change
(a-b)
10,118
8,661
2,600
21,379
2,668
3,022
459
6,149
27,528
(8)
(3,494)
(3,502)
—
(45)
(467)
(1,375)
(1,887)
(5,389)
22,139
(430)
21,709
26,769
(5,060)
2,668
1,537
435
12,506
9,371
2,743
24,620
3,384
1,661
434
5,479
30,099
(11)
(4,438)
(4,449)
—
(39)
(116)
(3,558)
(3,713)
(8,162)
21,937
(1,325)
20,612
27,753
(7,141)
3,384
1,045
432
(2,388)
(710)
(143)
(3,241)
(716)
1,361
25
670
(2,571)
3
944
947
—
(6)
(351)
2,183
1,826
2,773
202
895
1,097
(984)
2,081
(716)
492
3
The non-current portion of gross financial debt amounted to 21,379 million euros (24,620 million euros at the
end of 2021) and represented 78% of total gross financial debt.
In line with the Group's objectives in terms of debt composition and in accordance with the 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.
Adjusted Net Financial Debt amounted to 21,709 million euros at December 31, 2022, an increase of 1,097
million euros compared to December 31, 2021 (20,612 million euros). The positive impacts resulting from the
sale of 41% of Daphne3 for 1,278 million euros, a holding company that holds the investment in INWIT, have
been absorbed by the payment of telecommunications frequencies for a total of 1,805 million euros and by the
trend of the operative-financial dynamics.
For a better understanding of the information, the table below shows the various ways by which the Net
Financial Debt can be shown:
Report on Operations of
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Review of Key Operating and Financial Data –
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113
(million euros)
12/31/2022
12/31/2021
Change
Net financial debt carrying amount
Reversal of fair value measurement of derivatives and related
financial liabilities/assets
Adjusted Net Financial Debt
Leases
Adjusted Net Financial Debt - After Lease
22,139
(430)
21,709
(3,006)
18,703
21,937
(1,325)
20,612
(3,127)
17,485
202
895
1,097
121
1,218
Net financial debt carrying amount amounted to 22,139 million euros at December 31, 2022, an increase of
202 million euros compared to December 31, 2021 (21,937 million euros). Reversal of fair value measurement of
derivatives and related financial liabilities/assets recorded an annual change of 895 million euros, the impact is
attributable to the rise in Euro interest rates, the positive impact of which on the value of derivatives is only
partly offset by the change in interest rates in American dollars. This valuation is adjusted in the Financial Debt
carrying amount as it has no monetary effect.
Adjusted Net Financial Debt – After Lease (net of the impact of all leases), a parameter adopted by main
European peers, was equal to 18,703 million euros at December 31, 2022, down by 1,218 million euros
compared to December 31, 2021 (17,485 million euros).
Gross financial debt
Bonds
Bonds at December 31, 2022 totaled 12,786 million euros (15,890 million euros at December 31, 2021). Their
nominal repayment amount was 12,499 million euros, a decrease of 3,039 million euros compared to
December 31, 2021 (15,538 million euros).
The change in bonds during 2022 was as follows:
(millions of original currency)
Repayments
Telecom Italia S.p.A 2002-2022 reserved for subscription by employees
Telecom Italia S.p.A. 1,250 million euros 5.25% (1)
Telecom Italia S.p.A. 2,000 million euros 1.125% Convertible bond
(1)
Net of buy-backs totaling 366 million euros made by the company in 2015.
Currency
Amount
Repayment date
Euro
Euro
Euro
214
884
2,000
1/1/2022
2/10/2022
3/26/2022
On January 20, 2023, TIM issued a 5-year Bond for an amount of 850 million euros, coupon 6.875%.
Revolving Credit Facility and Term Loan
The following table shows committed credit lines(*) available at December 31, 2022:
(billion euros)
12/31/2022
Sustainability-linked RCF - May 2026
Total
Agreed
4.0
4.0
Drawn down
—
—
12/31/2021
Agreed
4.0
4.0
Drawn down
—
—
(*) In accordance with the contract signed, the Banks have committed to make the funds available on demand (with at least 3 days’ notice). As this
is a “Committed” line, the banks have no mechanisms in place not to honor the request for funds made by the Company, without prejudice to the
market standard early mandatory cancellation clauses (Natural contract expiry, Change in control, Borrower illegality, Events of default).
On July 6, 2022, TIM stipulated a new loan with a pool of leading international banks, which benefits from the
“Italy Guarantee” (in accordance with art. 1, subsection 1 of Decree-Law no. 23 of April 8, 2020 as subsequently
amended and supplemented) for an amount of 2 billion euros.
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 6.04 years.
Details of the maturities of financial liabilities in terms of expected nominal repayment amounts, as
contractually agreed, are provided in the Note “Non-current and current financial liabilities” of the Separate
Financial Statements of TIM S.p.A. at December 31, 2022.
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Financial assets and liquidity margin
Financial assets totaled 5,389 million euros (8,162 million euros at December 31, 2021), of which 2,974 million
euros relating to financial receivables from Group companies.
Of that total, 1,887 million euros (3,713 million euros at December 31, 2021) was classified as current financial
assets.
The available liquidity margin of TIM S.p.A. amounted to 5,375 million euros, equal to the sum of:
■
“Cash and cash equivalents” and “Current securities other than investments” for a total of 1,375 million
euros (3,558 million euros at December 31, 2021);
■ Sustainability-linked Revolving Credit Facility amounting to 4,000 million euros, totally available.
This margin is amply sufficient to cover the financial liabilities due.
In particular:
Cash and cash equivalents amounted to (1,375) million euros (3,558 million euros at December 31, 2021). The
different technical forms of investing available cash can be analyzed as follows:
■ Maturities: investments have a maximum maturity of three months;
■ Counterparty risk: investments are made with leading banking and financial institutions with high-credit-
quality;
■ Country risk: deposits have been made mainly in major European financial markets.
Report on Operations of
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115
TABLES OF DETAIL – TIM S.p.A.
Separate Income Statements
(million euros)
Revenues
Other income
Total operating revenues and other income
Acquisition of goods and services
Employee benefits expenses
Other operating expenses
Change in inventories
Internally generated assets
Operating profit (loss) before depreciation and
amortization, capital gains (losses) and impairment
reversals (losses) on non-current assets (EBITDA)
Depreciation and amortization
Gains (losses) on disposals of non-current assets
Impairment reversals (losses) on non-current assets
Operating profit (loss) (EBIT)
Income (expenses) from investments
Finance income
Finance expenses
Profit (loss) before tax
Income tax expense
Profit (loss) for the year
2022
(a)
12,098
245
12,343
(7,602)
(2,578)
(420)
28
315
2,086
(2,759)
24
—
(649)
408
1,415
(2,408)
(1,234)
(1,843)
(3,077)
2021
Changes
(a-b)
(b)
absolute
%
12,397
322
12,719
(6,759)
(2,453)
(1,179)
21
288
2,637
(2,996)
(43)
(4,120)
(4,522)
834
1,076
(1,984)
(4,596)
(3,718)
(8,314)
(299)
(77)
(376)
(843)
(125)
759
7
27
(551)
237
67
4,120
3,873
(426)
339
(424)
3,362
1,875
5,237
(2.4)
(23.9)
(3.0)
(12.5)
(5.1)
64.4
33.3
9.4
(20.9)
7.9
—
—
85.6
(51.1)
31.5
(21.4)
73.2
50.4
63.0
Report on Operations of
TIM S.p.A.
Tables of detail – TIM S.p.A. 116
Statements of Comprehensive Income
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.
(million euros)
Profit (loss) for the year
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
Income tax effect
2022
(3,077)
(a)
2021
(8,314)
(2)
—
(2)
7
—
7
(b)
Remeasurements of employee defined benefit plans (IAS19):
Actuarial gains (losses)
Income tax effect
Share of other comprehensive income (loss) of associates and joint
ventures accounted for using the equity method:
Profit (loss)
Income tax effect
Total other components that will not be reclassified subsequently to
Separate Income Statements
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
Loss (profit) transferred to the Separate Income Statements
Income tax effect
Hedging instruments:
Profit (loss) from fair value adjustments
Loss (profit) transferred to the Separate Income Statements
Income tax effect
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
Total other components that will be reclassified subsequently to
Separate Income Statements
Total other components of the Statements of Comprehensive Income
Total comprehensive income (loss) for the year
(c)
(d)
(e=b+c+d)
(f)
(g)
(h)
(i= f+g+h)
(k= e+i)
(a+k)
68
(16)
52
—
—
—
50
(17)
—
4
(13)
1,019
(69)
(228)
722
—
—
—
—
709
759
(2,318)
(14)
3
(11)
—
—
—
(4)
(5)
—
1
(4)
538
(185)
(84)
269
—
—
—
—
265
261
(8,053)
Report on Operations of
TIM S.p.A.
Tables of detail – TIM S.p.A. 117
Statements of Financial Position
(million euros)
Assets
Non-current assets
Intangible assets
Goodwill
Intangible assets with a finite useful life
Tangible assets
Property, plant and equipment owned
Rights of use assets
Other non-current assets
Investments
Non-current financial receivables arising from lease
contracts
Other non-current financial assets
Miscellaneous receivables and other non-current assets
Deferred tax assets
Total Non-current assets
Current assets
Inventories
Trade and miscellaneous receivables and other current
assets
Current income tax receivables
Current financial assets
Current financial receivables arising from lease contracts
Securities other than investments, other financial
receivables and other current financial assets
Cash and cash equivalents
Total Current assets
Total Assets
(a)
(b)
(a+b)
12/31/2022
(a)
12/31/2021
(b)
Changes
(a-b)
12,064
5,023
17,087
6,837
3,188
11,021
8
3,494
1,878
461
16,862
43,974
193
4,293
34
45
467
1,375
1,887
6,407
50,381
12,961
5,278
18,239
7,223
3,320
11,054
11
4,438
1,974
3,364
20,841
49,623
165
3,931
43
39
116
3,558
3,713
7,852
57,475
(897)
(255)
(1,152)
(386)
(132)
(33)
(3)
(944)
(96)
(2,903)
(3,979)
(5,649)
28
362
(9)
6
351
(2,183)
(1,826)
(1,445)
(7,094)
Report on Operations of
TIM S.p.A.
Tables of detail – TIM S.p.A. 118
(million euros)
12/31/2022
(a)
12/31/2021
(b)
Changes
(a-b)
Equity and liabilities
Equity
Share capital issued
less: Treasury shares
Share capital
Additional paid-in capital
Other reserves and retained earnings (accumulated losses),
including profit (loss) for the year
Total Equity
Non-current liabilities
Non-current financial liabilities for financing contracts and
others
Non-current financial liabilities for lease contracts
Employee benefits
Deferred tax liabilities
Provisions
Miscellaneous payables and other non-current liabilities
Total Non-current liabilities
Current liabilities
Current financial liabilities for financing contracts and
others
Current financial liabilities for lease contracts
Trade and miscellaneous payables and other current
liabilities
Income tax payables
Total Current Liabilities
Total Liabilities
Total Equity and Liabilities
11,677
(63)
11,614
2,133
505
14,252
18,779
2,600
631
—
517
875
23,402
5,690
459
6,578
—
12,727
36,129
50,381
11,677
(63)
11,614
2,133
2,817
16,564
21,877
2,743
641
—
633
1,196
27,090
5,045
434
8,111
231
13,821
40,911
57,475
—
—
—
—
(2,312)
(2,312)
(3,098)
(143)
(10)
—
(116)
(321)
(3,688)
645
25
(1,533)
(231)
(1,094)
(4,782)
(7,094)
(c)
(d)
(e)
(f=d+e)
(c+f)
Report on Operations of
TIM S.p.A.
Tables of detail – TIM S.p.A. 119
Statements of Cash Flows
(million euros)
Cash flows from operating activities:
Profit (loss) for the year
Adjustments for:
Depreciation and amortization
Impairment losses (reversals) on non-current assets (including
investments)
Net change in deferred tax assets and liabilities
Losses (gains) realized on disposals of non-current assets (including
investments)
Change in employee benefits
Change in inventories
Change in trade receivables and other net receivables
Change in trade payables
Net change in income tax receivables/payables
Net change in miscellaneous receivables/payables and other
assets/liabilities
Cash flows from (used in) operating activities
Cash flows from investing activities:
Purchases of intangible, tangible and rights of use assets on a cash
basis
Contributions for plants received
Change in cash arising from corporate actions
Acquisitions/disposals of other investments
Change in financial receivables and other financial assets (excluding
hedging and non-hedging derivatives under financial assets)
Proceeds received from the sale of investments in subsidiaries
Proceeds from sale/repayments of intangible, tangible, rights of use
assets and other non-current assets
Cash flows from (used in) investing activities
Cash flows from financing activities:
Change in current financial liabilities and other
Proceeds from non-current financial liabilities (including current
portion)
Repayments of non-current financial liabilities (including current
portion)
Changes in hedging and non-hedging derivatives
Share capital proceeds/reimbursements
Dividends paid
Changes in ownership interests in consolidated subsidiaries
Cash flows from (used in) financing activities
Aggregate cash flows
Net cash and cash equivalents at beginning of the year
Net cash and cash equivalents at end of the year
2022
2021
(3,077)
(8,314)
2,759
21
2,662
(337)
144
(28)
(204)
444
(452)
(589)
1,343
(3,582)
3
—
(46)
140
—
1,283
(2,202)
48
2,000
(4,193)
—
—
(1)
—
(2,146)
(3,005)
3,364
359
2,996
4,125
3,843
35
(83)
(21)
(261)
518
(236)
(227)
2,375
(2,201)
3
4
(130)
1,153
—
53
(1,118)
(182)
2,100
(2,600)
103
—
(318)
1,759
862
2,119
1,245
3,364
(a)
(b)
(c)
(d=a+b+c)
(e)
(f=d+e)
Report on Operations of
TIM S.p.A.
Tables of detail – TIM S.p.A. 120
Purchase of intangible, tangible and rights of use assets
(million euros)
Purchase of intangible assets
Purchase of tangible assets
Purchase of rights of use assets
Total purchases of intangible, tangible and rights of use assets on an
accrual basis
Change in payables arising from purchases of intangible, tangible and
rights of use assets
Total purchases of intangible, tangible and rights of use assets on a
cash basis
Additional Cash Flow Information
(million euros)
Income taxes (paid) received
Interest expense paid
Interest income received
Dividends received
Analysis of Net Cash and Cash Equivalents
(million euros)
Net cash and cash equivalents at beginning of the year:
Cash and cash equivalents
Bank overdrafts repayable on demand
Net cash and cash equivalents at end of the year:
Cash and cash equivalents
Bank overdrafts repayable on demand
2022
(776)
(899)
(390)
(2,065)
(1,517)
(3,582)
2021
(1,055)
(1,167)
(325)
(2,547)
346
(2,201)
2022
233
(1,384)
(556)
113
2021
(206)
(1,296)
504
780
2022
2021
3,558
(194)
3,364
1,375
(1,016)
359
1,765
(520)
1,245
3,558
(194)
3,364
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, 2022.
Report on Operations of
TIM S.p.A.
Tables of detail – TIM S.p.A. 121
AFTER LEASE INDICATORS - TIM S.p.A.
The Company, in addition to the conventional financial performance measures established by the IFRS, uses
certain alternative performance measures in order to present a better understanding of the trend of
operations and financial condition. In particular, following the adoption of IFRS 16, TIM presents the following
additional alternative performance measures:
EBITDA ADJUSTED AFTER LEASE TIM S.p.A.
(million euros)
ORGANIC EBITDA - excluding Non-recurring items
Lease payments
EBITDA adjusted After Lease (EBITDA-AL)
2022
2,706
(495)
2,211
2021
3,771
(503)
3,268
Changes
absolute
%
(1,065)
8
(1,057)
(28.2)
(1.6)
(32.3)
ADJUSTED NET FINANCIAL DEBT AFTER LEASE TIM S.p.A.
(million euros)
Adjusted Net Financial Debt
Leases
Adjusted Net Financial Debt - After Lease
12/31/2022
21,709
(3,006)
18,703
12/31/2021
20,612
(3,127)
17,485
Change
1,097
121
1,218
EQUITY FREE CASH FLOW AFTER LEASE TIM S.p.A.
(million euros)
EQUITY FREE CASH FLOW
Change in lease contracts (principal share)
EQUITY FREE CASH FLOW AFTER LEASE
2022
(262)
(381)
(643)
2021
549
(388)
161
Change
(811)
7
(804)
Report on Operations of
TIM S.p.A.
After Lease Indicators - TIM S.p.A. 122
RECONCILIATION OF CONSOLIDATED EQUITY
(million euros)
Equity and Profit (Loss) for the year of TIM S.p.A.
Equity and Profit (Loss) for the year of consolidated companies,
net of the share attributable to Non-controlling interest
Consolidation adjustments on the Equity and Profit (Loss) for the
year attributable to Owners of the Parent:
elimination of carrying amount of consolidated investments
impairment losses of consolidated companies included in the
results of parent companies
elimination of goodwill recognized in Parent financial
statements
recognition of positive differences arising from purchase of
investments, of which:
- goodwill
- allocation of the purchase price to the net assets acquired
and liabilities assumed in business combinations
measurement of hedging derivatives at Group level
effect of elimination of carrying amount of Parent's shares held
by TIM (formerly Telecom Italia Finance)
intra-group dividends
change in share of losses (profits) from sale of investments
other adjustments
Equity and Profit (Loss) for the year attributable to Owners of
the Parent
Equity and Profit (Loss) for the year attributable to Non-
controlling interest
Equity and Profit (Loss) for the year in the Consolidated
Financial Statements
Profit (loss) for the year
2021
2022
(8,314)
(3,077)
Equity at 12/31
2022
14,252
2021
16,564
690
721
18,876
18,842
—
32
—
—
(17)
16
—
(495)
(141)
67
—
3
—
—
(1)
(28)
—
(1,096)
—
63
(2,925)
(8,652)
271
252
(2,654)
(8,400)
(33,113)
(31,760)
9,564
9,544
(12,064)
(12,961)
16,941
16,562
379
231
56
(107)
(22)
68
15,061
3,664
18,725
(1)
766
(78)
(44)
(23)
3
17,414
4,625
22,039
Report on Operations of
TIM S.p.A.
Reconciliation of Consolidated Equity
123
CORPORATE BOARDS
Board of Directors
The Ordinary Shareholders’ meeting of TIM, held on March 31, 2021, appointed a Board of 15 Directors and for
a three-year term of office (up to the approval of the financial statements at December 31, 2023). At its
meeting on April 1, 2021, the Board of Directors confirmed Salvatore Rossi as its Chairman, and Luigi Gubitosi
as Chief Executive Officer of the Company.
During the meeting held on November 26, 2021, Luigi Gubitosi returned the delegations of Chief Executive
Officer and the appointment of General Manager. The Board of Directors thus appointed Pietro Labriola as
General Manager, attributing him all the powers necessary for performing actions pertinent to the activity of
the company. During the same meeting, the Board of Directors appointed Paola Sapienza as Lead
Independent Director.
Thereafter, on December 17, 2021, Luigi Gubitosi stood down from TIM’s Board of Directors, which on January
21, 2022 then coopted Pietro Labriola, who maintained the office of General Manager and appointed him Chief
Executive Officer.
The Shareholders' Meeting of April 7, 2022 confirmed Pietro Labriola as Company Director (until approval of the
financial statements as at December 31, 2023) and the Board of Directors meeting held on that same date
appointed him as CEO; Pietro Labriola also maintained the powers and attributions as General Manager of the
Company. As CEO and General Manager, Pietro Labriola is classified as a (non-independent) Executive Director.
The current power structure of the Company provides the assignment:
■
■
to the Chairman, of the powers contemplated by
arrangements;
law, the bylaws and corporate governance
to the Chief Executive Officer, of all powers necessary to perform acts pertinent to the Company’s
business, except for the powers reserved to the Board of Directors.
Respectively on September 29 and November 16, 2022, directors Luca de Meo and Frank Cadoret stood down.
On November 30 and December 15, 2022, Giulio Gallazzi and Massimo Sarmi were coopted to replace them
until the next shareholders’ meeting.
At December 31, 2022, the Board of Directors of TIM had the following members:
Chairman
Chief Executive Officer and General Manager
Directors
Salvatore Rossi
Pietro Labriola
Paolo Boccardelli (independent)
Paola Bonomo (independent)
Paola Camagni (independent)
Maurizio Carli (independent)
Cristiana Falcone (independent)
Federico Ferro Luzzi (independent)
Giulio Gallazzi (independent)
Giovanni Gorno Tempini
Marella Moretti (independent)
Ilaria Romagnoli (independent)
Arnaud Roy de Puyfontaine
Paola Sapienza (Lead Independent Director)
Massimo Sarmi
Agostino Nuzzolo
Secretary to the Board
On January 16, 2023, Arnaud Roy de Puyfontaine tendered his resignation from the office of Board director.
Report on operations
of the TIM Group
Corporate Boards 124
Today, the composition of the Company’s Board of Directors is therefore:
Chairman
Chief Executive Officer and General Manager
Directors
Salvatore Rossi
Pietro Labriola
Paolo Boccardelli (independent)
Paola Bonomo (independent)
Paola Camagni (independent)
Maurizio Carli (independent)
Cristiana Falcone (independent)
Federico Ferro Luzzi (independent)
Giulio Gallazzi (independent)
Giovanni Gorno Tempini
Marella Moretti (independent)
Ilaria Romagnoli (independent)
Paola Sapienza (Lead Independent Director)
Massimo Sarmi
Agostino Nuzzolo
Secretary to the Board
The following board committees were in place at December 31, 2022:
■ Control and Risk Committee: composed of the Directors: Federico Ferro Luzzi (Chairman), Paolo
Boccardelli, Paola Bonomo, Marella Moretti and Ilaria Romagnoli;
■ Nomination and Remuneration Committee: composed of board members: Paola Bonomo (Chairman),
Paola Camagni, Maurizio Carli and Paola Sapienza (on March 29, 2022 Luca de Meo stood down as
Committee member and has not been replaced);
■ Related Parties Committee: composed of the Directors: Paolo Boccardelli (Chairman), Maurizio Carli,
Cristiana Falcone, Marella Moretti and Ilaria Romagnoli;
■ Sustainability Committee: made up of the Chairman of the Board of Directors, Salvatore Rossi and
Directors Paola Camagni, Cristiana Falcone, Federico Ferro Luzzi and Paola Sapienza.
Board of Statutory Auditors
The Ordinary Shareholders’ Meeting of March 31, 2021 appointed the Company’s Board of Statutory Auditors
for a term of office that will end with the approval of the 2023 financial statements.
The Board of Statutory Auditors of the Company is now composed as follows:
Chairman
Standing Auditors
Francesco Fallacara
Alternate Auditors
Angelo Rocco Bonissoni
Francesca di Donato
Anna Doro
Massimo Gambini
Ilaria Antonella Belluco
Laura Fiordelisi
Franco Maurizio Lagro
Paolo Prandi
Independent Auditor
The engagement for the independent auditing of the financial statements of TIM S.p.A. for the nine-year
period 2019-2027 was awarded to EY S.p.A. by the shareholders’ meeting of March 29, 2019.
Executive responsible for preparing the corporate accounting
documents
At the meeting of February 14, 2022, the Board of Directors appointed Adrian Calaza Noia (Head of the Group
Chief Financial Office) as the manager responsible for preparing the financial reports of TIM S.p.A. starting from
the approval of the Company’s draft 2021 financial statements.
Report on operations
of the TIM Group
Corporate Boards 125
MACRO-ORGANIZATION CHART
Report on operations
of the TIM Group
Macro-Organization Chart 126
CONTENTS
TIM GROUP CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Financial Position .................................
Separate Consolidated Income Statement.........................................
Consolidated Statements of Comprehensive Income ......................
Consolidated Statements of Changes in Equity ................................
Consolidated Statements of Cash Flows ............................................
Note 1 Form, content and other general information ...............................................................
Note 2 Accounting policies ............................................................................................................
Note 3 Scope of consolidation ......................................................................................................
Note 4 Business combinations ......................................................................................................
Note 5 Goodwill ...............................................................................................................................
Note 6 Intangible assets with a finite useful life .........................................................................
Note 7 Tangible assets ...................................................................................................................
Note 8 Rights of use assets ...........................................................................................................
Note 9 Investments ........................................................................................................................
Note 10 Non-current and current financial assets .....................................................................
Note 11 Miscellaneous receivables and other non-current assets ...........................................
Note 12 Income tax expense (current and deferred) .................................................................
Note 13 Inventories ........................................................................................................................
Note 14 Trade and miscellaneous receivables and other current assets ...............................
Note 15 Equity .................................................................................................................................
Note 16 Non-current and current financial liabilities .................................................................
Note 17 Net financial debt .............................................................................................................
Note 18 Financial risk management ............................................................................................
Note 19 Derivatives .........................................................................................................................
Note 20 Supplementary disclosures on financial instruments .................................................
Note 21 Employee benefits............................................................................................................
Note 22 Provisions ..........................................................................................................................
Note 23 Miscellaneous payables and other non-current liabilities ..........................................
Note 24 Trade and miscellaneous payables and other current liabilities ...............................
Note 25 Disputes and pending legal actions, other information, commitments and guarantees
Note 26 Revenues ...........................................................................................................................
Note 27 Other income ....................................................................................................................
Note 28 Acquisition of goods and services ..................................................................................
Note 29 Employee benefits expenses ..........................................................................................
Note 30 Other operating expenses ..............................................................................................
Note 31 Internally generated assets ............................................................................................
Note 32 Depreciation and amortization ......................................................................................
Note 33 Gains/(losses) on disposals of non-current assets ......................................................
Note 34 Impairment reversals (losses) on non-current assets.................................................
Note 35 Other income (expenses) from investments ...............................................................
Note 36 Finance income and expenses .......................................................................................
Note 37 Profit (loss) for the year ..................................................................................................
Note 38 Earnings per share ...........................................................................................................
Note 39 Segment reporting ...........................................................................................................
Note 40 Related-party transactions ............................................................................................
Note 41 Equity compensation plans ............................................................................................
Note 42 Significant non-recurring events and transactions .....................................................
Note 43 Positions or transactions resulting from atypical and/or unusual operations ........
Note 44 Other information ............................................................................................................
Note 45 Events subsequent to December 31, 2022 ...................................................................
Note 46 List of companies of the TIM Group ..............................................................................
129
131
132
133
134
136
138
151
153
155
158
160
162
163
166
167
169
172
173
175
178
183
185
189
194
199
201
202
203
204
219
219
220
220
221
221
222
222
223
223
224
225
226
228
231
244
248
249
250
252
254
CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION
Assets
(million euros)
Non-current assets
Intangible assets
Goodwill
Intangible assets with a finite useful life
Tangible assets
Property, plant and equipment owned
Rights of use assets
Other non-current assets
Investments in associates and joint ventures accounted
for using the equity method
Other investments
Non-current financial receivables arising from lease
contracts
Other non-current financial assets
Miscellaneous receivables and other non-current assets
Deferred tax assets
Total Non-current assets
Current assets
Inventories
Trade and miscellaneous receivables and other current
assets
Current income tax receivables
Current financial assets
Current financial receivables arising from lease
contracts
Securities other than investments, other financial
receivables and other current financial assets
Cash and cash equivalents
Current assets sub-total
Discontinued operations /Non-current assets held for
sale
of a financial nature
of a non-financial nature
Total Current assets
Total Assets
(b)
(b+a)
Notes 12/31/2022 of which
with
related
parties
12/31/2021 of which
with
related
parties
5)
6)
7)
8)
9)
9)
10)
10)
11)
12)
13)
14)
12)
10)
(a)
19,111
7,656
26,767
14,100
5,488
539
116
49
1,602
2,365
769
5,440
51,795
322
4,539
147
69
1,600
3,555
5,224
10,232
—
—
—
10,232
62,027
—
—
—
—
38
—
—
1
—
1
—
—
—
—
81
—
11
—
—
—
—
—
—
—
—
—
18,568
7,147
25,715
13,311
4,847
2,979
156
45
2,285
2,266
3,513
11,244
55,117
282
4,358
79
56
2,391
6,904
9,351
14,070
—
—
—
14,070
69,187
—
—
—
—
301
—
—
1
—
—
—
—
—
—
80
—
—
—
—
—
—
—
—
—
—
—
TIM Group Consolidated financial statements
Consolidated Statements of Financial Position 129
Equity and liabilities
(million euros)
Equity
Share capital issued
less: Treasury shares
Share capital
Additional paid-in capital
Other reserves and retained earnings (accumulated
losses), including profit (loss) for the year
Equity attributable to owners of the Parent
Non-controlling interests
Total Equity
Non-current liabilities
Non-current financial liabilities for financing contracts
and others
Non-current financial liabilities for lease contracts
Employee benefits
Deferred tax liabilities
Provisions
Miscellaneous payables and other non-current liabilities
Total Non-current liabilities
Current liabilities
Current financial liabilities for financing contracts and
others
Current financial liabilities for lease contracts
Trade and miscellaneous payables and other current
liabilities
Income tax payables
Current liabilities sub-total
Liabilities directly associated with Discontinued
operations/Non-current assets held for sale
of a financial nature
of a non-financial nature
Notes
15)
(d)
16)
16)
21)
12)
22)
23)
16)
16)
24)
12)
Total Current Liabilities
Total Liabilities
Total Equity and Liabilities
(e)
(f=d+e)
(c+f)
12/31/2022 of which
with
related
parties
12/31/2021 of which
with
related
parties
11,677
(63)
11,614
2,133
1,314
15,061
3,664
18,725
21,739
4,597
684
84
910
1,146
29,160
5,039
870
8,199
34
14,142
—
—
—
14,142
43,302
62,027
—
—
—
—
—
—
—
—
—
10
—
—
—
21
—
13
149
—
—
—
—
—
—
—
11,677
(63)
11,614
2,133
3,667
17,414
4,625
22,039
23,437
4,064
699
245
926
1,413
30,784
5,945
651
9,473
295
16,364
—
—
—
16,364
47,148
69,187
—
—
—
—
—
—
—
—
—
269
—
—
—
27
1
74
265
—
—
—
—
—
—
—
TIM Group Consolidated financial statements
Consolidated Statements of Financial Position 130
SEPARATE CONSOLIDATED INCOME
STATEMENT
(million euros)
Notes
Year
2022
of which
with
related
parties
171
3
15,788
213
16,001
(7,239)
(3,180)
(816)
22
559
5,347
(682)
(4,777)
36
—
606
(682)
23
206
1,115
(2,538)
(588)
(490)
(2,066)
(2,654)
—
(2,654)
(2,437)
(2,925)
271
26)
27)
28)
29)
30)
31)
42)
32)
33)
34)
42)
9)
35)
36)
36)
42)
37)
42)
38)
Revenues
Other income
Total operating revenues and other income
Acquisition of goods and services
Employee benefits expenses
Other operating expenses
Change in inventories
Internally generated assets
Operating profit (loss) before depreciation and
amortization, capital gains (losses) and impairment
reversals (losses) on non-current assets (EBITDA)
of which: impact of non-recurring items
Depreciation and amortization
Gains (losses) on disposals of non-current assets
Impairment reversals (losses) on non-current assets
Operating profit (loss) (EBIT)
of which: impact of non-recurring items
Share of losses (profits) of associates and joint ventures
accounted for using the equity method
Other income (expenses) from investments
Finance income
Finance expenses
Profit (loss) before tax from continuing operations
of which: impact of non-recurring items
Income tax expense
Profit (loss) from continuing operations
Profit (loss) from Discontinued operations/Non-
current assets held for sale
Profit (Loss) for the year
of which: impact of non-recurring items
Attributable to:
Owners of the Parent
Non-controlling interests
(euros)
Earnings per share:
Basic and Diluted Earnings Per Share (EPS)
Ordinary Share
Savings Share
of which:
from Continuing operations attributable to Owners of the Parent
Ordinary Share
Savings Share
(491)
(100)
—
—
—
(33)
—
—
—
—
—
(12)
—
Year
2022
(0.14)
(0.14)
(0.14)
(0.14)
Year
2021
15,316
272
15,588
(6,550)
(2,941)
(1,502)
10
475
5,080
(1,143)
(4,490)
1
(4,120)
(3,529)
(5,263)
38
126
1,124
(2,274)
(4,515)
(5,144)
(3,885)
(8,400)
—
(8,400)
(8,653)
(8,652)
252
of which
with
related
parties
62
12
(497)
(108)
(3)
—
—
(50)
—
—
—
—
1
(18)
—
Year
2021
(0.40)
(0.40)
(0.40)
(0.40)
TIM Group Consolidated financial statements
Separate Consolidated Income Statement 131
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
Note 15
(million euros)
Profit (Loss) for the year
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
Income tax effect
Remeasurements of employee defined benefit plans (IAS19):
Actuarial gains (losses)
Income tax effect
Share of other comprehensive income (loss) of associates and joint
ventures accounted for using the equity method:
Profit (loss)
Income tax effect
Total other components that will not be reclassified subsequently to
Separate Consolidated Income Statement
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
Loss (profit) transferred to Separate Consolidated Income Statement
Income tax effect
Hedging instruments:
Profit (loss) from fair value adjustments
Loss (profit) transferred to Separate Consolidated Income Statement
Income tax effect
Exchange differences on translating foreign operations:
Profit (loss) on translating foreign operations
Loss (profit) on translating foreign operations transferred to Separate
Consolidated Income Statement
Income tax effect
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
Total other components that will be reclassified subsequently to
Separate Consolidated Income Statement
Total other components of the Consolidated Statement of
Comprehensive Income
Total comprehensive income (loss) for the year
Attributable to:
Owners of the Parent
Non-controlling interests
(a)
(b)
(c)
(d)
(e=b+c+d)
(f)
(g)
(h)
(i)
(k=f+g+h+i)
(m=e+k)
(a+m)
Year
2022
(2,654)
Year
2021
(8,400)
(2)
—
(2)
77
(17)
60
—
—
—
58
(130)
21
4
(105)
488
(235)
(61)
192
597
—
—
597
—
—
—
—
684
742
(1,912)
(2,365)
453
7
—
7
(8)
(3)
(11)
—
—
—
(4)
28
(6)
—
22
658
(365)
(71)
222
50
—
—
50
—
—
—
—
294
290
(8,110)
(8,374)
264
TIM Group Consolidated financial statements
Consolidated Statements of Comprehensive Income 132
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Changes from January 1, 2021 to December 31, 2021
Equity attributable to owners of the Parent
(million euros)
Share
capital
Additional
paid-in capital Reserve for
financial
assets
measured at
fair value
through
other
comprehensi
ve income
Total Non-controlling
interests Total Equity
Reserve for
hedging
instruments
Reserve for
exchange
differences on
translating
foreign
operations
Reserve for
remeasureme
nts of
employee
defined
benefit plans
(IAS 19)
Share of
other
comprehens
ive 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
—
—
—
—
—
—
20
(350)
2,133
11,588
Balance at
December 31,
2020
Changes in equity
during the year:
Dividends
approved
Total
comprehensive
income (loss) for
the year
Issue of equity
instruments
FiberCop - capital
increase
Daphne 3 -
distribution of
additional paid-in
capital
Other changes
Balance at
December 31,
(128)
2021
Changes from January 1, 2022 to December 31, 2022 Note 15
11,614
—
—
—
—
—
—
—
—
2,133
222
49
29
26
—
—
—
—
—
—
—
(million euros)
Share
capital
(2,538)
(119)
—
15,481 26,215
2,625
28,840
—
38
—
—
—
—
—
(11)
—
—
—
—
(2,500)
(130)
—
—
—
—
—
—
—
(318)
(318)
(55)
(373)
(8,652) (8,374)
7
33
264
—
(8,110)
33
(98)
(98)
1,848
1,750
—
(44)
—
(44)
(42)
(15)
(42)
(59)
6,376 17,414
4,625
22,039
Equity attributable to owners of the Parent
Additional
paid-in capital Reserve for
financial
assets
measured at
fair value
through
other
comprehensi
ve income
Reserve for
hedging
instruments
Reserve for
exchange
differences
on
translating
foreign
operations
Reserve for
remeasureme
nts of
employee
defined
benefit plans
(IAS 19)
Share of
other
comprehens
ive 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,
2021
Changes in equity
during the year:
Dividends
approved
Total
comprehensive
income (loss) for
the year
Equity instruments
Daphne 3 -
deconsolidation
Other changes
Balance at
December 31,
2022
11,614
2,133
49
(128)
(2,500)
(130)
—
6,376 17,414
4,625
22,039
—
—
—
—
—
—
—
—
—
—
—
—
—
(107)
—
—
—
193
—
—
—
415
—
—
—
—
59
—
—
—
11,614
2,133
(58)
65
(2,085)
(71)
—
—
—
—
—
—
—
—
(86)
(86)
(2,925) (2,365)
6
6
—
6
—
6
453
—
(1,332)
4
(1,912)
6
(1,332)
10
3,463 15,061
3,664
18,725
TIM Group Consolidated financial statements
Consolidated Statements of Changes in Equity 133
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year
(million euros)
2021
Year
2022
Notes
Cash flows from operating activities:
Profit (loss) from continuing operations
Adjustments for:
Depreciation and amortization
Impairment losses (reversals) on non-current assets (including
investments)
Net change in deferred tax assets and liabilities
Losses (gains) realized on disposals of non-current assets (including
investments)
Share of losses (profits) of associates and joint ventures accounted for
using the equity method
Change in employee benefits
Change in inventories
Change in trade receivables and other net receivables
Change in trade payables
Net change in income tax receivables/payables
Net change in miscellaneous receivables/payables and other
assets/liabilities
Cash flows from (used in) operating activities
Cash flows from investing activities:
Purchases of intangible, tangible and rights of use assets on a cash
basis
Capital grants received
Acquisition of control of companies or other businesses, net of cash
acquired
Acquisitions/disposals of other investments
Change in financial receivables and other financial assets (excluding
hedging and non-hedging derivatives under financial assets)
Proceeds from sale that result in a loss of control of subsidiaries or
other businesses, net of cash disposed of
Proceeds from sale/repayments of intangible, tangible and other non-
current assets
Cash flows from (used in) investing activities
Cash flows from financing activities:
Change in current financial liabilities and other
Proceeds from non-current financial liabilities (including current
portion)
Repayments of non-current financial liabilities (including current
portion)
Change in hedging and non-hedging derivatives
Share capital proceeds/reimbursements (including subsidiaries)
Dividends paid(*)
Changes in ownership interests in consolidated subsidiaries
Cash flows from (used in) financing activities
Cash flows from (used in) Discontinued operations/Non-current assets
held for sale
Aggregate cash flows
Net cash and cash equivalents at beginning of the year
Net foreign exchange differences on net cash and cash equivalents
Net cash and cash equivalents at end of the year
(*) of which from related parties
(2,654)
(8,400)
4,777
9
2,645
(242)
4,490
4,118
3,894
(120)
(23)
(38)
156
(35)
(81)
484
(478)
337
4,895
(83)
(39)
257
337
(313)
233
4,336
(6,305)
(4,013)
3
(1,316)
(26)
969
1,278
62
(5,335)
(436)
2,288
(4,615)
(36)
2
(68)
(4)
(2,869)
—
(3,309)
6,904
(40)
3,555
—
3
—
(100)
(1,183)
172
4
(5,117)
704
4,082
(3,072)
103
(42)
(368)
1,757
3,164
—
2,383
4,508
13
6,904
51
(a)
(b)
(c)
(d)
(e=a+b+c+d
)
(f)
(g)
(h=e+f+g)
TIM Group Consolidated financial statements
Consolidated Statements of Cash Flows 134
Purchase of intangible, tangible and rights of use assets
(million euros)
Purchase of intangible assets
Purchase of tangible assets
Purchase of rights of use assets
Total purchase of intangible, tangible and rights of use assets on an
accrual basis(*)
Change in payables arising from purchase of intangible, tangible and
rights of use assets
Total purchases of intangible, tangible and rights of use assets on a
cash basis
(*) of which from related parties
Notes
6)
7)
8)
Additional Cash Flow information
(million euros)
Income taxes (paid) received
Interest expense paid
Interest income received
Dividends received
Analysis of Net Cash and Cash Equivalents
(million euros)
Net cash and cash equivalents at beginning of the year:
Cash and cash equivalents - from continuing operations
Bank overdrafts repayable on demand – from continuing operations
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
Net cash and cash equivalents at end of the year:
Cash and cash equivalents - from continuing operations
Bank overdrafts repayable on demand – from continuing operations
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
Year
2022
(1,128)
(2,828)
(953)
(4,909)
(1,396)
(6,305)
71
Year
2022
164
(1,668)
562
155
Year
2022
6,904
—
—
—
6,904
3,555
—
—
—
3,555
Year
2021
(1,886)
(2,665)
(746)
(5,297)
1,284
(4,013)
23
Year
2021
(242)
(1,440)
437
90
Year
2021
4,829
(321)
—
—
4,508
6,904
—
—
—
6,904
The additional disclosures required by IAS 7 are provided in the Note “Net financial debt” to these consolidated
financial statements.
TIM Group Consolidated financial statements
Consolidated Statements of Cash Flows 135
NOTE 1
FORM, CONTENT AND OTHER GENERAL
INFORMATION
Form and content
Telecom Italia S.p.A. (the “Parent Company”), also known in short as “TIM S.p.A.”, and its subsidiaries form the
“TIM Group” (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.
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's Consolidated Financial Statements at December 31, 2022, have been prepared on a going
concern basis (further details are provided in the Note “Accounting Policies”) and in accordance with the
recognition and measurement criteria of 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.
In 2022, the Group adopted accounting policies consistent with those of the previous year, except for the
changes to the accounting standards issued by the IASB and in force as of January 1, 2022. See the Note
"Accounting policies" 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 and 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 fair value changes for
hedged risks (fair value hedge).
In accordance with IAS 1 (Presentation of Financial Statements) comparative information included in the
consolidated financial statements refers, unless otherwise indicated, to the previous year.
The TIM Group consolidated financial statements as at December 31, 2022 are expressed in euro (rounded to
the nearest million unless otherwise indicated).
The publication of the consolidated financial statements for the year ended December 31, 2022 of the TIM
Group was approved by resolution of the Board of Directors on March 15, 2023.
Financial statement formats
The financial statement formats adopted are consistent with those indicated in IAS 1. In particular:
■
■
the Consolidated statements of financial position have been prepared by classifying assets and liabilities
according to the "current and non-current" criterion;
the Separate Consolidated Income Statement has been prepared by classifying operating costs by nature
of expense as this form of presentation is considered more appropriate and representative of the specific
business of the Group, conforms to internal reporting, and is in line with the TIM Group's industrial sector.
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), as a useful unit of measurement for the
evaluation of the operating performance of the Group (as a whole and at the Business Unit level).
Finance expenses
Finance income
EBIT and EBITDA are calculated as follows:
Profit (loss) before tax from continuing operations
+
-
+/- Other expenses (income) from investments
+/- Share of losses (profits) of associates and joint ventures accounted for using the equity method
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
■
the Consolidated statements of comprehensive income include the profit or loss for the year as shown in
the Separate Consolidated Income Statement and all other non-owner changes in equity;
TIM Group Consolidated financial
statements
Note 1
Form, content and other general information
136
■
the Consolidated statements of cash flows have been prepared by presenting cash flows from operating
activities according to the "indirect method", as permitted by IAS 7 (Statement of Cash Flows).
Furthermore, as required by Consob Resolution 15519 of July 27, 2006, in the separate consolidated 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 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 property, 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 sanctions and related liabilities; other provisions for risks and
charges and related reversals; costs for the settlement of disputes other than regulatory disputes;
adjustments, realignments and other non-recurring items, also relating to previous years; impairment losses
on the goodwill and/or other intangible and tangible assets. Certain costs related to the COVID-19 pandemic
are also identified as non-recurring charges.
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.
Segment reporting
An operating segment is a component of an entity:
■
that engages in business activities from which it may earn revenues and incur expenses (including
revenues and expenses relating to transactions with other components of the same entity);
■ whose operating results are regularly reviewed by the entity’s chief operating decision maker to make
decisions about resources (for the TIM Group, the Board of Directors of the Parent) to be allocated to the
segment and assess its performance; and
for which separate financial information is available.
■
The TIM Group operating segments are in line with and continuing on from the information given in the
Consolidated Annual Financial Report at December 31, 2021, are represented for the part relating to the
telecommunications business, on the basis of the related geographic location (Domestic and Brazil).
The TIM Group 2022-2024 Industrial Plan launched a Group transformation aiming to overcome the vertically
integrated model, based on four separate entities with different industrial and economic focuses (NetCo, TIM
Consumer, TIM Enterprise and TIM Brasil). These entities cannot today be considered an “operating segment”
in accordance with IFRS 8 - Operating segments, insofar as on the one hand, the new entities are still in an
analytical design phase and do not, therefore, have analytical economic-financial information available and,
on the other, in 2022, the TIM Board of Directors is making decisions on the allocation of resources and
assessing the economic-financial performance on both the basis of the historic representation of the Business
Units and, insofar as available, the new entities being created.
The term “operating segment” is considered synonymous with “Business Unit”.
The operating segments of the TIM Group are as follows:
■ Domestic: includes the activities in Italy relating to voice and data services on fixed and mobile networks
for end users (retail) and other operators (wholesale), the activities of the Telecom Italia Sparkle group
which, at international level (in Europe, the Mediterranean and South America), develops fiber optic
networks for wholesale customers, the operations of the company FiberCop for the provision of passive
access services on the secondary copper and fiber network, and the activities of Noovle S.p.A. (Cloud and
Edge Computing solutions), the activities of Olivetti (products and services for Information Technology),
and, Domestic sector support structures. See the section “Financial and Operating Highlights of the
Business Units of the TIM Group – Domestic Business Unit” of the Report on Operations for more details;
■ Brazil: includes mobile and fixed telecommunications operations in Brazil (TIM S.A. group);
■ Other Operations: include the financial companies (Telecom Italia Capital S.A. and Telecom Italia Finance
S.A.) and other minor companies not strictly related to the TIM Group's core business.
TIM Group Consolidated financial
statements
Note 1
Form, content and other general information
137
NOTE 2
ACCOUNTING POLICIES
Going concern
The consolidated financial statements for the business year 2022 have been prepared on a going concern
basis, as there is the reasonable expectation that TIM will continue conducting its business 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:
■
the main risks and uncertainties (that are for the most part of an external nature) to which the Group and
the various activities of the TIM Group are exposed:
•
•
•
•
variations in business conditions, also related to competition;
financial risks (interest rate and/or exchange rate trends, changes in the Group’s credit rating by rating
agencies);
changes in the general macroeconomic situation in the Italian, European and Brazilian markets, as well
as the volatility of the financial markets deriving from the risks of recession and inflation linked to both
the continuation of COVID-19 and its possible variants and the increase in the cost of commodities and
energy, also following the Russian-Ukraine conflict;
changes in the legislative and regulatory context (changes in prices and tariffs or decisions that may
influence technological choices) and the outcome of the legal and regulatory authority proceedings.
■
■
the optimal mix between risk capital and debt capital, as well as the policy for the remuneration of risk
capital, as described in the section "Share capital information" under the Note "Equity";
the policy for financial risk management (market risk, credit risk and liquidity risk), as described in the Note
"Financial risk management".
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.
Principles of consolidation
The consolidated financial statements include the financial statements of all subsidiaries from the date on
which control over such subsidiaries commences until the date on which control ceases.
The date of all the subsidiaries' financial statements coincides with that of the Parent company, TIM.
Control exists when the Parent company TIM S.p.A. has all the following:
■ decision-making power over the investee, which includes the ability to direct the relevant activities of the
investee, i.e. the activities that significantly affect the investee's returns;
■ entitlement to the variable profits or losses commensurate with its shareholding in the investee;
■
the ability to use its decision-making to determine the amount of the returns relating to its shareholding in
the entity.
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, the global amounts of the assets, liabilities, costs
and revenues of the consolidated companies are recognized on a line-by-line basis, while the share of equity
and the year's result of non-controlling interest is recognized is disclosed separately under appropriate items in
the consolidated statements of financial position, in the separate consolidated income statement and in the
consolidated statements of comprehensive income.
Under IFRS 10 (Consolidated financial statements), the comprehensive loss (including the profit or loss for the
year) is attributed to the owners of the parent and to non-controlling interest even when the equity of non-
controlling interest has 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 date of acquisition of control. At that
date, goodwill is recorded as an intangible asset, as described below, whereas any profit from a bargain
purchase (or negative goodwill) is recognized in the separate consolidated income statement.
All the assets and liabilities expressed in currencies other than euro of foreign consolidated entities that are
included in the consolidation are translated using the exchange rates in effect at the reporting date (the
current exchange rate method), while the related revenues and costs 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 as non-controlling interest equity. 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.
TIM Group Consolidated
financial statements
Note 2
Accounting standards
138
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 of control are
accounted for as equity transactions. In such circumstances, the carrying amounts of controlling and non-
controlling interests shall be adjusted to reflect the changes in their related interests in the subsidiary. Any
difference between the amount by which the non-controlling interest is 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:
•
•
the assets (including any goodwill) and the liabilities;
the carrying amount of any non-controlling interest;
■
recognizes:
•
•
•
•
the fair value of any consideration received;
the fair value of any residual investment retained in the former subsidiary;
any profit or loss resulting from the transaction, in the separate consolidated income statement;
the reclassification to the separate consolidated income statement of the amounts previously
recognized in other comprehensive income in relation to the subsidiary.
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 their financial and operating policies.
A joint venture is a joint control arrangement whereby the parties that have joint control of the arrangement
have rights to the net assets of the entity.
Joint control is the contractually agreed sharing of control of a business that exists only when decisions about
the relevant business require the unanimous consent of the parties sharing control.
Associates and joint ventures are included in the consolidated financial statements from the date on which
significant influence or joint control commences until the date on which significant influence or joint control
ceases.
Under the equity method, on initial recognition the investment in an associate or 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 separate consolidated income statement. 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.
Any other long-term interests (some types of preference shares and long-term loans) in an associate or joint
venture are measured in accordance with IFRS 9.
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.
The investor's share of profits and losses of the associate or joint venture arising from said transactions is
eliminated.
Intangible assets
Goodwill
In accordance with IFRS 3 (Business Combinations), goodwill is recognized in the financial statements at the
date of acquisition of control of a business and is determined as the excess of (a) over (b), as follows:
TIM Group Consolidated
financial statements
Note 2
Accounting standards
139
a) the aggregate of:
▪
▪
▪
the consideration transferred (measured in accordance with IFRS 3; it is generally recognized on the
basis of the fair value at the acquisition date);
the amount of any non-controlling interest in the acquiree measured proportionally to the non-
controlling interest share of the acquiree's identifiable net assets shown at the related fair value;
in a business combination achieved in stages, the acquisition date fair value of the acquirer's previously
held equity interest in the acquiree;
b) the fair value of the identifiable assets acquired net of the identifiable liabilities assumed, measured at the
date of acquisition of control.
IFRS 3 requires, inter alia, the following:
▪
▪
incidental costs incurred in connection with a business combination to be charged to the separate
income statements;
in a business combination achieved in stages, the acquirer to remeasure its previously held equity
interest in the acquiree at its fair value at the date of acquisition of control and recognize the resulting
gain or loss, if any, in the separate income statements.
Goodwill is classified in the statement of financial position as an intangible asset with an indefinite useful life.
Goodwill initially recognized is subsequently reduced only by cumulative impairment losses (for more details,
see the section "Impairment of intangible assets, tangible assets and rights of use assets - Goodwill", below). In
case of loss of control of a subsidiary, the related amount of goodwill is taken into account in calculating the
gain or loss on disposal.
Development costs
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 incurred expenditures
that can be attributed directly to the development process for new products and services.
Capitalized development costs are depreciated/amortized systematically over the estimated product or service
life, so that the depreciation/amortization method reflects the way in which the asset's future economic
benefits are expected to be consumed by the entity.
Other intangible assets with a finite useful life
Other purchased or internally-generated intangible assets with a finite useful life are recognized as assets, in
accordance with IAS 38 (Intangible Assets), when the use of the asset is likely to generate future economic
benefits and when the cost of the asset can be reliably measured.
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 statement.
Tangible assets
Property, plant and equipment
Property, plant and equipment are recognized at purchase 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 recognized in the separate consolidated income statement as
incurred.
The cost of these assets 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 in a
provision for risks and charges in the liabilities. The recognition in the separate consolidated income statement
of the capitalized expenditure is done over the useful life of the related tangible assets through their
depreciation.
The calculation 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 related asset; the amount deducted from the cost of
the asset must not exceed its carrying amount. The excess, if any, is recorded immediately in the separate
consolidated income statement, conventionally under the line item "Depreciation and Amortization".
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets.
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 statement.
Land, including land pertaining to buildings, is not depreciated.
TIM Group Consolidated
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Note 2
Accounting standards
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Rights of use assets
In accordance with IFRS 16, lease liabilities are presented through the recognition of a financial liability in the
statement of financial position consisting in the present value of future lease payments, against the
recognition of the right of use of the leased asset.
On the commencement date of the lease, the right of use is recognized at cost including: the amount of the
initial measurement of the lease liability, any lease payments made at or before the commencement date,
initial direct costs incurred for the signature of the lease and the present value of the estimated restoration
and dismantling costs set out in the lease, less any incentives.
Subsequently, the right of use is amortized over the term of the lease (or the useful life of the asset, if lower),
subject to impairment and adjusted for any remeasurement of the lease liability.
It is specified that starting January 1, 2021, the TIM Group has attracted, under the scope of application of IFRS
16, if the criteria and the requirements laid down by the standard are met, the new contract types concerning
cloud software resources and the spectrum of transmission frequencies on optic fiber carriers. This approach is
functional to the very innovative specificity of these types of contract, concerning hardware infrastructure and
optical transmission as well as technologically-advanced software services.
Capitalized borrowing costs
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 statement and deducted
directly from the "finance expenses" line item to which they relate.
Impairment of intangible, tangible and rights of use assets
Goodwill
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.
For the purpose of verifying its recoverability, goodwill is allocated, from the acquisition date, to each of the
cash-generating units, or groups of cash-generating units, that is expected to benefit from the combination.
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 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 only subsequently 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 between the fair value less costs to sell and its value in use.
The fair value net of disposal costs is estimated on the basis of the income approach, insofar as this allows for
the reflection of the benefits deriving from a new, different business structure in the future. In particular, the
fair value net of disposal costs is based on the current value of the forecast cash flow, applying a discounting
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.
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 long-term growth rate of the segment, country or market in which the cash-generating unit
(or group of cash-generating 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 closing 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 interest (minority shareholders).
TIM Group Consolidated
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Note 2
Accounting standards
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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.
Tangible and intangible assets with finite useful lives and rights of use
assets
At the end of each reporting period, the Group assesses whether there is any indication that an asset –
whether intangible or tangible with finite useful lives or a right of use – may be impaired. Both internal and
external sources of information are used for this purpose. Internal sources include obsolescence or physical
deterioration, and significant changes in the use of the asset and the operating performance of the asset
compared to estimated performance. External sources include the market value of the asset, any changes in
technology, markets or laws, trends 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.
If there is any indication that an asset – whether tangible or intangible with finite useful lives or a right of use –
has been impaired, then its carrying amount is reduced to its recoverable amount. The recoverable amount is
the higher of an asset's 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 or right. If it is not possible to
estimate the recoverable amount, 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 statement.
When the reasons for the impairment subsequently cease to exist, the carrying value of the asset/right-of-use
or of the cash generating unit is increased up to the new estimate of the recoverable amount which, however,
cannot exceed the amount that would have been determined had no impairment loss been recognized. The
reversal of an impairment loss is recognized as income in the separate consolidated income statement.
Financial instruments
Business models for financial assets management
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, this was 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 of
receivables, and the activation of factoring consistent with financial planning requirements.
The business models adopted are:
■ Hold to Collect: receivables usually held to maturity, such as trade receivables due from large customers
and the OLOs for the Domestic Business Unit, and all receivables for the Brazil Business Unit; these
instruments fall within the IFRS 9 category “Assets measured at amortized cost”. These receivables can be
transferred, albeit not recurrently, if this is needed to optimize finances;
■ Hold to Collect and Sell: receivables usually traded massively and on a recurring basis, such as, for the
Domestic Business Unit, receivables due from active consumer, small and business customers held for
sale; these instruments fall under the IFRS 9 category "Financial assets measured at fair value through
other comprehensive income". As required by IFRS 9, the related reserve is reversed to the separate
consolidated income statement when disposed of or impaired.
As part of managing financial assets other than trade receivables, the TIM Group's Management identified its
business models on the basis of how the financial instruments are managed and how their cash flows are
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.
The business models adopted are:
■ Hold to Collect: financial instruments used to absorb temporary cash surpluses; such instruments are low
risk and mostly held to maturity; they are measured at amortized cost;
■ Hold to Collect and Sell: monetary or debt instruments used to absorb short/medium-term cash surpluses;
such instruments are low risk and generally held to maturity, or otherwise sold to cover specific cash
requirements; they are measured at fair value through other consolidated comprehensive income;
■ Hold to Sell: monetary, debt and equity trading instruments used to dynamically manage cash surpluses
not managed under the business models identified above; such instruments are higher risk and traded
repeatedly over time; they are measured at fair value through the separate consolidated income
statement.
Other investments
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.
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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 statements when the financial asset is disposed of or impaired. Dividends are recognized in the
separate consolidated income statement.
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 statement.
Securities other than investments
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:
■ as "financial assets measured at amortized cost" (AC) when held to maturity (originally more than 3
months but less than 12 months, or, although they had an original maturity of more than 12 months, they
have been bought in a period during which maturity was included between 3 and 12 months);
■ as "financial assets measured at fair value through other consolidated comprehensive income" (FVTOCI)
when held in the scope of a business model whose objective is to sell the financial asset and/or collect the
contractual cash flows. The consolidated "Reserve for financial assets measured at fair value through
other comprehensive income" is reversed to the separate consolidated income statement when the
financial asset is disposed of or impaired;
■ as “financial assets measured at fair value through consolidated profit or loss" (FVTPL) in the other cases.
Cash and cash equivalents
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.
Impairment of financial assets
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 has been impaired.
The impairment of financial assets is based on the expected credit loss model.
In particular:
■
■
impairment on trade receivables and on 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;
the impairment of financial assets other than trade receivables is calculated 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 worsening of its credit risk.
Derivatives
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 within pre-established operational
limits.
In accordance with IAS 39, derivative financial instruments qualify for hedge accounting only when:
■ at the inception of the hedge, the hedging relationship is formally designated and documented;
■
■
■
the hedge is expected to be highly effective;
its effectiveness can be reliably measured;
the hedge is highly effective throughout the financial reporting periods for which it is designated.
TIM Group Consolidated
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Note 2
Accounting standards
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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 profit or loss from re-measuring the
hedging instrument at fair value is recognized in the separate consolidated income statement. The profit
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 statement.
■ 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 arising from the fair value adjustment of the derivative financial instrument is
recognized directly in a specific equity reserve (Reserve for hedging instruments). The cumulative profit or
loss is removed from equity and recognized in the separate consolidated income statement during the
same business years in which the hedged transaction is recognized in the separate consolidated income
statement. The profit or loss associated with the ineffective portion of a hedge is recognized in the
separate consolidated income statement immediately. If the hedged transaction is no longer considered
to be probable, the gains or losses not yet realized included in the equity reserve are immediately
recognized in the separate consolidated income statement.
For derivatives for which a hedging relationship has not been designated, changes in value compared to initial
recognition are recognized directly in the separate consolidated income statement.
Financial liabilities
Financial liabilities include financial payables, including payables for advances on assignments of receivables
where the assignment does not transfer substantially all the risks and rewards, as well as other financial
liabilities, including derivative financial instruments and liabilities in respect of assets recognized under finance
leases recognized in accordance with IFRS 16.
In accordance with IFRS 9, they also include trade and other payables.
Reverse factoring transactions are also classified under trade payables. The TIM Group has reverse factoring
agreements in place through which TIM gives its bank partners a mandate to pay its suppliers as invoices
become due. Suppliers participating in these programs have the rights to sell (without any cost for the TIM
Group) receivables due from the Group. They can exercise this right at their total discretion and incurring all
the costs to benefit from collection before the contractual due date.
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 the value of
liabilities (fair value hedge derivatives) are measured at fair value in accordance with the hedge accounting
principles of IAS 39: the profits and losses deriving from subsequent fair value adjustments, only as regards the
covered component, are recognized in the separate consolidated income statement and counterbalanced by
the effective portion of the profit or loss deriving from the corresponding fair value measurements of the
hedge 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.
Transfer of receivables
The TIM Group transfers receivables through factoring and securitization agreements. These transfers, 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. Special service
agreements, under which the purchasers grant TIM S.p.A. a mandate to oversee the collection and
management of receivables, have been entered into to maintain the relationship between the Company and
its customers.
Inventories
Inventories are measured at the lower of purchase or production cost and estimated realizable value; the cost
is determined using the weighted average cost formula for each movement, while the estimated realizable
value is determined by observing general prices at the end of the year. 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/Discontinued operations
Non-current assets held for sale or discontinued 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 for changes in assets and liabilities in the year in which non-current assets held
for sale or discontinued groups are classified as such.
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Discontinued operations are a component of an entity that has been terminated or classified as held for sale
and that:
■
■
■
represents a major business line or geographical area of operation; or
is part of a single coordinated plan to discontinue a separate major line of business or geographical area of
operation; or
is a subsidiary acquired exclusively with a view to resale.
The results arising from Discontinued Operations – whether discontinued or classified as held for sale – are
shown separately in the separate consolidated income statement, net of tax effects. The corresponding values
for the previous periods, where present, are reclassified and reported separately in the separate consolidated
income statement, net of tax effects, for comparative purposes.
Non-current assets held for sale or discontinued groups classified as held for sale are first recognized in
compliance with the appropriate IFRS applicable to each specific asset and liability, and subsequently
measured at the lower of the carrying amount and fair value, less cost to sell.
Any subsequent impairment losses are recognized as a direct adjustment to non-current assets (or
discontinued groups) classified as held for sale, with a contra-entry in the separate consolidated income
statement.
An upward revision of value is, instead, recognized for each subsequent increase in the fair value of an asset
less cost to sell, but not in excess of the previously recognized cumulative impairment loss.
As required by IFRS 5 (Non-current assets held for sale and discontinued operations), an entity shall not
depreciate (or amortize) non-current assets classified as held for sale or being part of a discontinued group.
Finance expenses and other expenses attributable to the liabilities of a discontinued group classified as held
for sale must continue to be recognized.
Employee benefits
Provision for employee severance indemnity
Employee severance indemnity, mandatory for Italian companies pursuant to Article 2120 of the Italian Civil
Code, is deferred compensation based on the employee's years of service and on 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 statement.
Starting from January 1, 2007, the Italian Law gave employees the choice to either allocate their accruing
indemnity to supplementary pension funds or it as an obligation of the Company. Companies that employ at
least 50 employees must 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 "Defined contribution plans".
Equity compensation plans
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 statement 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 maturity. The impact of the change in estimate is recorded as an
adjustment to "Other equity instruments" with a contra-entry to "Employee benefits expenses".
The portion of the plans that specifies the payment of compensation in cash is recognized in liabilities as a
contra-entry to "Employee benefits expenses"; at the end of each year said liability is measured at fair value.
Provisions
The Group records provisions for risks and charges when, having a current legal or constructive obligation to a
third party, as a result of a past event, an outflow of Group resources is likely to be required to meet that
obligation, and when the amount of the obligation can be estimated reliably. Provisions for risks and charges
also include those established in the event that the company should stipulate contracts that thereafter
became onerous, the non-discretionary costs of which necessary to fulfill the commitments made, exceeding
the economic benefits expected from such contracts.
When the effect of the time value is material and the payment date of the obligations can be reasonably
estimated, the provision is determined by discounting the given expected cash flows by 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 statement as "Finance expenses".
TIM Group Consolidated
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Accounting standards
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Government grants
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 agencies
and equivalent local, national or international entities.
Government grants are systematically recognized in the separate income statements 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 systematically credited to
the separate income statements over the useful life of the systems the grants relate to.
Treasury shares
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".
Foreign currency transactions
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 statement.
Revenues
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 the recognition of revenues follows the steps set out in IFRS 15:
■
■
identification of the contract: this takes place when the parties approve the contract (with commercial
substance) and identify the respective rights and obligations: in other terms, the contract must be legally
binding, the rights to receive goods and/or services and the terms of payment can be clearly identified, and
the Group considers receipt of payment as probable;
identification of the performance obligations: the main performance obligations identified, i.e. promises
to transfer goods and services that are distinct, are services rendered (including voice and data traffic and
ICT solutions) to retail customers, services rendered to wholesale customers, and sale of products;
■ determination of the transaction price: this is the total amount contracted with the other party regarding
the entire contractual term; the Group has determined that the contractual term is the one arising from
the contractual obligations between the parties or, in lack of these obligations, it is by convention one
month;
■ allocation of the transaction price to the performance obligations: the allocation is made proportionately
to the respective stand-alone selling prices calculated based on the list prices (if present) or estimated by
applying an appropriate margin to the cost of purchase/production of the good/service.
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
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, for non-geographic numbers) only the commission received
from
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 for services rendered are generally invoiced and collected bimonthly/monthly for retail
customers while for wholesale customers, they are invoiced on a monthly basis and due 40 or 60 days
recognized
provider
content
the
as
is
TIM Group Consolidated
financial statements
Note 2
Accounting standards
146
after the date of issue, depending on whether they relate to the mobile component (40 days) or fixed
component (60 days).
• Revenues from sales
Revenues from sales (telephone products and others) 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, 30 or 48 monthly
installments, depending on the type of offer and customer cluster. With specific reference to the
mobile products sold to consumer customers, collection is made at the time of sale through the
financial company TIMFin, which disburses the loan to the customer.
The recognition of revenues can generate the recognition of an asset or liability deriving from contracts. In
particular:
• Contract assets are the right to a consideration in exchange for goods or services that have been
transferred to the customer, when the right is conditioned on something other than the passage of
time;
• Contract liabilities are the obligation to transfer goods or services to the customer for which the Group
has received (or for which it is due) a consideration from the customer.
Contract costs (incremental costs of obtaining a contract and costs to fulfill a contract; mainly technical
activation costs and costs for sales network commissions) are deferred and recognized through separate
consolidated income statement depending on the expected term of the contractual relationship with the
customers. The TIM Group avails of the practical expedient, permitted under IFRS 15, of recognizing the
incremental costs of obtaining a contract in the consolidated income statement if the amortization period is
one year or less.
The recoverability of contract assets and deferred costs is periodically assessed.
Research and advertising costs
Research and advertising costs are directly expensed to the separate consolidated income statement in the
year in which they are incurred.
Finance income and expenses
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; changes in the fair value of derivatives
and other financial instruments measured at fair value through the income statement; gains and losses on
foreign exchange and financial instruments (including derivatives).
Dividends
Dividends received from companies other than subsidiaries, associates and joint ventures are recognized in the
separate consolidated income statement on an accrual basis, i.e. 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 (current and deferred)
Income tax expense includes all taxes calculated on the basis of the taxable income of the companies of the
Group.
Current and deferred income tax expense is calculated using all the elements and information available at the
reporting date, taking into account current laws and considering all the elements that could give rise to
uncertainties in the determination of the amounts due to the tax authorities, as provided for in IFRIC 23.
Income tax expense is recognized in the separate consolidated income statement, 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. The amount of the income tax expense relating to each item included as "Other
components of the Consolidated Statements of Comprehensive income" is indicated in the Consolidated
Statement of comprehensive income.
The provisions for taxes that could arise from the remittance of the undistributed earnings of subsidiaries are
made only where there is the actual intention to remit such earnings.
TIM Group Consolidated
financial statements
Note 2
Accounting standards
147
Deferred tax liabilities/assets are recognized using the "Balance sheet liability method". They are calculated on
all the temporary differences that arise between the taxable base of assets and liabilities and the related
carrying amounts in the consolidated financial statements, except for differences arising from investments in
subsidiaries that are not expected to 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. Tax assets and liabilities are offset, separately for current and
deferred taxes, when income tax expense is levied by the same tax authority and when there is a legally
enforceable offsetting right. Tax assets and deferred tax liabilities are determined by adopting the tax rates
expected to be applicable in the respective jurisdictions of the countries in which the Group companies
operate, in the years in which those temporary differences are expected to be recovered or settled.
The other taxes not related to income are included in "Other operating expenses".
Earnings per share
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 assuming the subscription of all the potential deriving shares - for example, by exercising 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.
Use of accounting estimates
The preparation of consolidated financial statements and related notes 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 on 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 significant accounting estimates that involve a high level of subjective assumptions and judgments
by directors are set out below.
Financial statements area
Accounting estimates
Goodwill impairment
Impairment of tangible and intangible
assets with finite useful lives and rights
of use assets
Business combinations
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
fair value net of disposal costs is based on the current value of forecast cash flow,
calculated using a discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset. 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".
At the end of each reporting period, the Group assesses whether there is any
indication that an asset – whether tangible or intangible with finite useful lives or a
right of use – has been impaired. Both internal and external sources of information
are used for this purpose.
Identifying the impairment indicators, estimating future cash flows and calculating
the fair value of each asset requires the 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-
down.
The recognition of business combinations requires that assets and liabilities of the
acquiree be recorded at their fair value at the control acquisition date, as well as
the possible recognition of goodwill. These values are determined through a
complex estimation process.
Capitalization/deferment of costs
Lease liabilities and rights of use assets The value of lease liabilities and corresponding rights of use is determined by
calculating the present value of the lease payments, also bearing in mind whether
the renewal of the lease is reasonably certain.
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.
TIM Group Consolidated
financial statements
Note 2
Accounting standards
148
Provision for bad debts
Depreciation and amortization
Provisions, contingent
employee benefits
liabilities and
Revenues
Contract costs (IFRS 15)
Income
deferred)
tax expense
(current and
Derivative
instruments
instruments and equity
Impairment on trade receivables and on 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.
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.
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
the valuation of the liabilities arising from such dismantling and restoration
obligations, which seldom are entirely defined by laws, administrative regulations
or contract clauses, and which normally are to be complied with after an interval of
several years.
The provisions 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. Provisions for 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. Provisions made for contractual risks are also related to any contracts
that may have become onerous and are based on an articulated estimation
process that envisages the valuation of the comprehensive negative margins of
the entire contract; they therefore include the non-discretionary costs necessary to
fulfill the commitments made that exceed the economic benefits expected from
such contracts.
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.
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 and future estimates. 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) are calculated in each country in which
the Group operates according to a prudent interpretation of the applicable tax
laws. 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 recovered. The measurement of the recoverability of deferred tax
assets, recognized based on both unused tax loss carry-forwards to future years
and deductible temporary differences, takes into account the estimate of future
taxable income and is based on conservative tax planning.
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., and on
the basis of prices existing in regulated markets or quotations provided by financial
counterparties. For further details refer to 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, the Management shall use its judgment
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.
TIM Group Consolidated
financial statements
Note 2
Accounting standards
149
New standards and interpretations endorsed by the EU and in
force from January 1, 2022
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, 2022.
Collection of changes of limited scope to the IFRSs
On June 28, 2021, Commission Regulation (EU) 2021/1080 was issued, implementing various amendments of
limited scope to the IFRSs. The collection includes changes to three IFRSs as well as annual improvements to
the IFRSs that regard minor, non-urgent changes (but which are necessary). These changes must be applied
for all years starting after January 1, 2022. The following amendments have been issued:
■
IAS 16: “Property, plant and equipment” - Proceeds before intended use
The amendment prohibits a company from deducting from the cost of Property, plant and equipment
amounts received from selling items produced while the company is preparing the asset for the intended
use (e.g. proceeds from the sale of samples produced when testing a machine to see if it is functioning
properly).
The proceeds form the sale of any such samples, together with the costs for their production, must be
noted on the income statement.
■
IAS 37: “Onerous contracts - Costs of fulfilling a contract”
The amendment clarifies the meaning of “costs of fulfilling a contract”. The amendment clarifies that the
direct costs for the execution of a contract include:
a.
b.
incremental costs for fulfilling the contract (e.g. labor and direct materials); and
an allocation of other costs directly related to the fulfillment of contracts (e.g. allocation of the
depreciation share for an item of Property, plant and equipment used to fulfill a contract).
The change may entail the recording of more onerous provision as previously some entities only included
the incremental costs in the costs for fulfilling a contract.
■
IFRS 3: “Reference to the conceptual framework”
The Board has updated IFRS 3 “Business combinations” to refer to the 2018 conceptual framework for
financial reporting, in order to determine what exactly is an asset or a liability in a business combination.
Before the amendment, IFRS 3 referred to the 2001 conceptual framework for the financial disclosure.
These changes do not alter the accounting procedure envisaged for business combinations.
The adoption of these amendments had no effect on the consolidated financial statements at December 31,
2022.
Annual improvements to the IFRSs (2018–2020 cycle)
■ Amendment to IFRS 9 - Fees included in the 10 per cent test for derecognition of financial liabilities
This change establishes the commission to be included in the 10 per cent test for derecognition of financial
liabilities (in the event of a change or exchange of a financial liability, IFRS 9 Financial instruments specifies
a quantitative “10 per cent” test. This test assesses if the new contractual conditions between the
borrower and creditor are substantively different from the original contractual conditions in determining
whether or not the original financial liability should be derecognized.
Costs or commissions may be paid to third parties or to the creditor. In accordance with the change, the
costs or commissions paid to third parties will not be included in the 10 per cent test.
■ Amendment to the illustrative examples accompanying IFRS 16 “Leases”
The Board has amended Illustrative Example 13 that accompanies IFRS 16 to remove the illustration of the
reimbursement of leasehold improvements by the lessor. The reason for the amendment is to remove any
potential confusion regarding how lease incentives should be processed.
■ Amendment to IFRS 1 "First-time adoption of the International Financial Reporting Standards"
The amendment simplifies the adoption of IFRS 1 by a subsidiary that becomes a first-time adopter after
its parent. IFRS 1 grants an exemption if a subsidiary adopts the IFRSs later than its parent. The subsidiary
can measure its assets and liabilities at the carrying amounts that would be included in the consolidated
financial statements of the parent, on the basis of the date of transfer of the parent company to the IFRSs,
if no adjustments are made for the consolidation procedures and as a result of the corporate aggregation
in which the parent acquired the subsidiary.
The Board has amended IFRS 1 to allow entities that adopted this exemption from IFRS 1 to also measure
the cumulative conversion differences using the amounts reported by the parent, on the basis of the
transition date of the parent company to the IFRSs. The change to IFRS 1 extends this exemption to the
cumulative conversion differences in order to reduce the costs for first-time adopters. This change will also
apply to associates and joint ventures that have obtained the same exemption from IFRS 1.
TIM Group Consolidated
financial statements
Note 2
Accounting standards
150
All these changes are in force starting January 1, 2022 with early application permitted.
The adoption of these amendments had no effect on the consolidated financial statements at December 31,
2022.
New Standards and Interpretations issued by IASB but not yet
applicable
At the date of preparation of these consolidated financial statements, the IASB had issued the following new
Standards and Interpretations which have not yet come into force and have not yet been endorsed by the EU:
New Standards and Interpretations not yet endorsed by the EU
Amendments to IAS 1 Presentation of Financial Statements: classification of liabilities as current or
non-current
Amendments to IFRS 16: Lease liabilities in a sale and lease-back
Amendments to IAS 1 Presentation of Financial Statements: non-current liabilities with covenants
New Standards and Interpretations endorsed by the EU
Amendments to IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors
Amendments to IAS 12 Income taxes: deferred tax related to assets and liabilities arising from a
single transaction
Amendments to IAS 1 - Presentation of Financial Statements
Amendments to IFRS 17 - Insurance contracts: initial application of IFRS 17 and IFRS 19 -
Comparative information
Mandatory
application starting
from
1/1/2024
1/1/2024
1/1/2024
1/1/2023
1/1/2023
1/1/2023
1/1/2023
The potential impacts on the Group consolidated financial statements from the application of these standards
and interpretations are currently being assessed.
NOTE 3
SCOPE OF CONSOLIDATION
Investments in consolidated subsidiaries
Composition of the Group
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".
Scope of consolidation
The changes in the scope of consolidation at December 31, 2022 compared to December 31, 2021 are listed
below.
Entry/exit/merger of subsidiaries into/out of the scope of consolidation:
Company
Business Unit
Month
Entry:
COZANI RJ INFRAESTRUTURA E REDE DE
TELECOMUNICAÇÕES S.A.
MINDICITY S.r.l. Società Benefit
MOVENDA S.p.A.
Exit:
DAPHNE 3 S.p.A.
Mergers:
MOVENDA S.p.A.
New acquisition
New acquisition
Increase in share held
Dilution
Brazil
Domestic
Domestic
April 2022
May 2022
July 2022
Domestic
August 2022
Merged into TIM S.p.A.
Domestic
December 2022
The breakdown by number of subsidiaries, associates and joint ventures of the TIM Group is as follows:
TIM Group Consolidated
financial statements
Note 2
Accounting standards
151
Companies:
subsidiaries consolidated line-by-line
joint ventures accounted for using the equity method
associates accounted for using the equity method
Total companies
Companies:
subsidiaries consolidated line-by-line
joint ventures accounted for using the equity method
associates accounted for using the equity method
Total companies
12/31/2022
Italy Outside Italy
46
—
1
47
20
2
12
34
12/31/2021
Italy Outside Italy
45
—
1
46
20
2
12
34
Total
66
2
13
81
Total
65
2
13
80
Further details are provided in the Note "List of companies of the TIM Group".
Subsidiaries with a significant non-controlling interest
At December 31, 2022, the TIM Group held investments in subsidiaries, with significant non-controlling interest,
in relation to the companies FiberCop S.p.A. and the TIM Brazil group.
The figures provided below, stated before the netting and elimination of intragroup accounts, comply with IFRS
and reflect adjustments made at the acquisition date to align the assets and liabilities acquired to their fair
value.
FiberCop S.p.A. - Domestic Business Unit
Non-controlling interest accounted at December 31, 2022 for 42.0% of the capital of FiberCop S.p.A., coinciding
with the corresponding voting rights.
FiberCop S.p.A. - financial position data
(million euros)
Non-current assets
Current assets
Total Assets
Non-current liabilities
Current liabilities
Total Liabilities
Equity
of which Non-Controlling Interests
FiberCop S.p.A. - income data
(million euros)
Revenues
Profit (loss) for the year
of which Non-Controlling Interests
FiberCop S.p.A. - financial data
12/31/2022
9,187
515
9,702
3,376
800
4,176
5,526
2,321
12/31/2021
8,441
471
8,912
3,293
551
3,844
5,068
2,129
2022
1,344
458
192
2021
978
321
135
Aggregate cash flows generated in 2022 amounted to -37 million euros (in 2021: +75 million euros).
TIM Group Consolidated
financial statements
Note 3
Scope of consolidation
152
TIM Brasil group – Brazil Business Unit
Non-controlling interest accounted at December 31, 2022 for 33.4% of the capital of TIM S.A., coinciding with
the corresponding voting rights.
Financial position data TIM Brasil group
(million euros)
Non-current assets
Current assets
Total Assets
Non-current liabilities
Current liabilities
Total Liabilities
Equity
of which Non-Controlling Interests
Income statement data TIM Brasil group
(million euros)
Revenues
Profit (loss) for the year
of which Non-Controlling Interests
Financial data of the TIM Brasil group
12/31/2022
8,649
1,925
10,574
3,157
2,420
5,577
4,997
1,545
12/31/2021
5,787
2,476
8,263
2,159
1,751
3,910
4,353
1,345
2022
3,963
289
102
2021
2,840
455
155
Aggregate cash flows generated in 2022 amounted to -369 million euros, with a negative exchange rate effect
of 45 million euros.
In 2021, this was positive for 416 million euros, with a positive exchange rate difference of 6 million euros.
∂
Finally, with regard to the subsidiaries with significant minority interests, in line with the information provided
in the Report on Operations - “Main risks and uncertainties” section, the main risk factors that could lead, even
significantly, to restrictions on the operations of the TIM Brasil group are listed below:
■
Strategic risks (risks related to macroeconomic and political factors, as well as risks associated with
foreign exchange restrictions and competition);
■ Operational risks (risks related to business continuity and development of the fixed and mobile networks,
as well as risks related to disputes and litigation);
■
■
Financial risks;
Regulatory and Compliance risks.
NOTE 4
BUSINESS COMBINATIONS
Acquisition of the mobile telephone assets of Oi Móvel S.A.
On April 20, 2022, TIM S.A. (Brazilian subsidiary of the TIM Group), Telefônica Brasil S.A. and Claro S.A., after
having fulfilled the conditions established by the Conselho Administrativo de Defesa Econômica (CADE) and
the Agência Nacional de Telecomunicações (ANATEL), concluded the acquisition of the mobile telephone
assets of Oi Móvel S.A. - Em Recuperação Judicial.
With the conclusion of the transaction, TIM S.A. now holds 100% of the share capital of Cozani RJ
Infraestrutura e Rede de Telecomunicações S.A., a company that corresponds to part of the assets, rights and
obligations of Oi Móvel acquired by the company.
The business combination was recognized in the accounts as follows:
■ a consideration of 1,373 million euros;
■ all Assets acquired and Liabilities undertaken of the acquired companies were measured for recognition at
fair value;
TIM Group Consolidated
financial statements
Note 3
Scope of consolidation
153
■
in addition to the value of the Assets acquired and Liabilities undertaken, Goodwill equal to 502 million
euros was recognized, determined as shown in the next table:
Valuation of the consideration
Value of assets acquired
Value of liabilities undertaken
Goodwill
(*) real/euro exchange rate 5.25403
Values at fair
value
Values at fair
value
(million euros) (*)
(a)
(b)
(c)
(a–b-c)
1,373
1,629
(758)
502
(million Brazilian
reais)
7,212
8,559
(3,983)
2,636
Cozani RJ Infraestrutura e Rede de Telecomunicações S.A.– values at the acquisition date
Goodwill
Other non-current assets
Current assets
of which Cash and cash equivalents
Total assets
Total non-current liabilities
Of which Non-current financial liabilities
Total current liabilities
Of which Current financial liabilities
Total liabilities
Net assets
(*) real/euro exchange rate 5.25403
Present
values
at fair value
Carrying
amounts
Present
values
at fair value
Carrying
amounts
(million euros)(*)
(million Brazilian reais)
502
1,489
140
37
2,131
549
459
209
98
758
1,373
—
862
140
37
1,002
549
459
209
98
758
244
2,636
7,825
734
193
11,195
2,886
2,413
1,097
517
3,983
7,212
—
4,532
734
193
5,266
2,886
2,413
1,097
517
3,983
1,283
(a)
(b)
(a-b)
It should be noted that in September 2022, TIM S.A. and the other buyers of the Oi Móvel S.A. mobile telephone
assets had identified differences in the assumptions and calculation criteria that, under the terms of the Share
Purchase Agreement and Other Covenants (“SPA”), justify a proposal to change the Adjusted Closing Price
(“ACP”) by TIM S.A. of approximately 1.4 billion reais. In addition to differences relating to the Adjusted Closing
Price, others have also been identified relating to the contracts of Cozani with companies supplying mobile
infrastructure services (site/tower rental), which, under the terms of the “SPA”, give rise to indemnity by the
Seller in TIM S.A.’s favor, of approximately 231 million reais. As a result of the differences found, TIM S.A.
retained an amount of 634 million reais (671 million reais at December 31, 2022).
In October 2022, considering the Seller’s express violation of the dispute resolution mechanisms provided for in
the SPA, TIM S.A. communicated that the Buyers had no other alternative but to file an arbitration procedure
with the Market Arbitration Chamber (Câmara de Arbitragem do Mercado) of B3 S.A. - Brasil, Bolsa, Balcão
against the Seller to determine the effective amount of the adjustment to the Adjusted Closing Price, in
accordance with the SPA.
Additionally, in October 2022, the 7th Business Court of the Judicial District of Rio de Janeiro handed down a
preliminary decision, determining the deposit in court by the Buyers of approximately 1.53 billion reais – of
which approximately 670 million reais by TIM S.A. – in an account linked to the court-ordered reorganization
process of Oi, where it will be safeguarded until a later decision by the arbitration court.
Further details are provided in the Note “Disputes and Pending Legal Actions, other information, commitments
and guarantees”.
∂
It should also be noted that:
■
if the acquisition of Cozani RJ Infraestrutura e Rede de Telecomunicações S.A. had been completed on
January 1, 2022, the consolidated financial statements of the TIM Group as at December 31, 2022 would
have recorded revenues approximately 120 million euros higher, with an impact of approximately -170
million euros on the net result for the period attributable to the Owners of the Parent Company;
■ on February 27, 2023, the TIM S.A. Board of Directors approved the terms and conditions of the merger, by
the company, of Cozani RJ Infraestrutura e Redes de Telecomunicações S.A..
TIM Group Consolidated financial statements
Note 4
Business combinations
154
NOTE 5
GOODWILL
Goodwill shows the following breakdown and changes for 2021 and 2022:
(million euros)
12/31/2020
Increase
Decrease Impairments
Exchange
differences
12/31/2021
Domestic
Brazil
Other Operations
Total
22,242
605
—
22,847
2
2
(4,120)
(165)
(165)
(4,120)
4
4
18,124
444
—
18,568
(million euros)
12/31/2021
Increase
Decrease Impairments
Domestic
Brazil
Other Operations
Total
18,124
444
—
18,568
10
502
512
—
—
Exchange
differences
12/31/2022
31
31
18,134
977
—
19,111
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.
In 2022, Goodwill increased by 543 million euros, from 18,568 million euros at the end of 2021 to 19,111 million
euros at December 31, 2022.
With reference to the Brazil Cash Generating Unit (Brazil CGU), Goodwill recorded:
■ an increase of 502 million euros (2,636 million reais) relating to the recognition of goodwill connected with
the acquisition of some of the mobile telephone assets of Oi Móvel S.A. For more details, see the note
"Business combinations";
■ net exchange gains for 31 million euros. In particular, the exchange rate used to convert Brazilian reais into
euros (expressed in terms of local currency units per 1 euro) went from 6.32047 as of December 31, 2021 to
5.56520 as of December 31, 2022.
The Goodwill of the Domestic Cash Generating Unit (Domestic CGU) increased by a total of 10 million euros in
connection with the acquisition of control over the companies Staer Sistemi S.r.l., Mindicity S.r.l. and Movenda
S.p.A.
The gross carrying amounts of Goodwill and the related accumulated impairment losses from January 1, 2004
(date of allocation to the Cash-Generating Units – CGUs) to December 31, 2022 and 2021 can be summarized
as follows:
(million euros)
Domestic
Brazil
Other Operations
Total
12/31/2022
Accumulated
impairment
losses
(20,565)
(166)
—
(20,731)
Gross
carrying
amount
38,699
1,143
—
39,842
Net
carrying
amount
18,134
977
—
19,111
Gross
carrying
amount
38,689
591
—
39,280
12/31/2021
Accumulated
impairment
losses
(20,565)
(147)
—
(20,712)
Net
carrying
amount
18,124
444
—
18,568
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 5,439 million reais at
December 31, 2022 (2,803 million reais at December 31, 2021). The increase of 2,636 million reais relates to the
specified posting of goodwill connected with the acquisition of part of the Oi Móvel S.A. mobile assets.
The impairment test was carried out on two levels. At a first level, the recoverable amount of the assets
attributed to the individual CGUs to which goodwill is allocated was estimated; at a second level, considering
the Group’s activities as a whole.
TIM Group Consolidated
financial statements
Note 5
Goodwill
155
The cash generating units (or groups of units) to which goodwill is allocated are as follows:
Segment
Domestic
Brazil
Cash-Generating Units (or groups of units)
Domestic
Brazil
According to the applicable accounting rules, the “recoverable value” of the CGUs was equal to the higher of
“fair value net of disposal costs” and “value in use”.
At December 31, 2022, the value configuration used to determine the recoverable amount of the Domestic
CGU - continuing on with the configuration used for the financial statements closed at December 31, 2021 -
was the Fair Value estimated on the basis of the income approach, insofar as this is considered able to best
maximize the value of the Group’s activities (the “market participant perspective”), also reflecting interventions
on costs in view of a potential future new, different business structure.
For the Brazil CGU, the value configuration used is the fair value on the basis of market capitalization at the
end of the period.
The values are expressed in local currency, and hence in EUR for the Domestic 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 Domestic CGU, the estimate of fair value on the basis of the income approach was made in compliance
with IAS 36, with valuation principles and best practices, with reference to the flows of the 2023-2025 Industrial
Plan, which is based on the final results of 2022: (i) it reflects realistic expectations regarding future evolutions;
(ii) it brings into play careful cost cutting actions as preparation for the future business structure; (iii) it
maintains the perspective of use of assets of the domestic market continuing on with the same conditions as
at 12/31/2022. The expected cash flows reported in the 2023-2025 Industrial Plan approved by the Board of
Directors have been critically analyzed and, with the support of expert appraisers and industry experts, the
average representativity has been assessed. Expected average cash flows for the 2023-2025 Industrial Plan
were extrapolated for an additional two years, thus bringing the explicit forecast period for future cash flows to
a total of five years (2023-2027). The extrapolation of data for 2026-2027 was necessary, in line with that
carried out by the main European incumbents, in order to intercept market, competition and industrial trends
that will become manifest beyond the forecast horizon of the Industrial Plan. It is specified that where inputs
are present that cannot be observed, the fair value thus determined is assigned as level 3 of the fair value
hierarchy, as envisaged by IFRS 13 - Fair value measurement.
The estimation of the fair value according to the income approach requires the determination of the current
value of income beyond the explicit forecast period (“terminal value”). To this end, the sustainable long-term
cash flow was assumed to be the extrapolation of the estimated cash flow at 2027, adjusted as necessary to
take into consideration a suitable level of long-term capital expenditure, normalized by the effects tied to the
development of innovative technology projects in place during the plan years. Furthermore, with specific
reference to the incremental share of the value deriving from 5G license use and therefore from the
development of new and innovative business areas, a measurement model has been adopted that takes into
account the net incremental flows for a defined period of time which is based on the duration of the license.
This approach is consistent with the need to include in the configuration of value, on one hand the outflows
deriving from the capex to support its development (as per the Industrial Plan), and on the other 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 five years of explicit forecast.
The cost of capital used to discount the future cash flows in the estimates of fair value for the Domestic CGU:
■ was estimated using the Capital Asset Pricing Model (CAPM), which is one of the generally accepted
application criteria referred to in IAS 36;
■
reflects current market estimates of the time value of money and the specific risks associated with the
asset groups; includes appropriate yield premiums for country risk;
■ was calculated using comparative market parameters to estimate the “Beta coefficient” and the weighting
coefficient of the equity and debt capital components;
For the Domestic CGU it was as follows:
■
the weighted average cost of capital (WACC rate) used to discount the future cash flows and the
equivalent rate before tax;
■ details are also provided of the growth rate used to estimate the residual value after the explicit forecast
period (the G-Rate), expressed in nominal terms and related to the cash flows in their functional currency;
■ details are provided of the implicit capitalization rates resulting from the difference between the cost of
capital, after tax, and the G-Rate.
TIM Group Consolidated
financial statements
Note 5
Goodwill
156
Principal parameters for the estimates of fair value
WACC
WACC before tax
Growth rate beyond the explicit period (g)
Capitalization rate after tax (WACC-g)
Capitalization rate before tax (WACC-g)
Capex/Revenues, perpetual
Domestic
6.20%
7.89%
1.09%
5.11%
6.80%
15.50%
The growth rate in the terminal value “g” of the Domestic CGU was estimated taking into account the
expected evolution of demand for the various business areas, overseen in terms of investments and
competences also by the subsidiaries Noovle and FiberCop. The growth rate thus estimated falls within the
range of growth rates applied by analysts who monitor TIM shares.
The phase of capital expenditure, competitive positioning and the technological infrastructure operated was
taken into account in estimating the level of investment needed to sustain the perpetual development of cash
flows after the explicit forecast period.
The recoverable amount of the Domestic cash generating unit, determined on the basis of the Fair Value
estimated on the basis of the income approach, highlighted headroom of 1,187 million euros.
The difference between the recoverable amounts and the net carrying amounts of the CGUs considered
totaled:
(million euros)
Difference between recoverable and net carrying amounts
Domestic
+1,187
Brazil
+217
Therefore, in light of all the foregoing, in FY 2022, the Goodwill values recognized in the financial statements
relating to the Domestic CGU (positive difference of +1,187 million euros) and the Brazil CGU (positive
difference of +217 million euros) are confirmed.
In relation to the Domestic CGU, a structural deterioration of the relevant parameters and, notably, the WACC,
may call for the application of impairment. In detail, in accordance with IAS 36, the sensitivity analysis has
been performed aiming to identify the change in key variables (WACC, margins as seen by the ratio of gross
operating margin and revenues, growth rate of income in terminal value), which makes the recoverable
amount equal to the carrying amount. This analysis shows that:
■ an increase in costs such as to lower the margins (= gross operating margin/revenues) of 0.67%; or
■ a 0.15% rise in the WACC (at the value of 6.35%); or
■ a growth rate of income in terminal value of 0.92%;
would align the recoverable amount with the carrying amount.
With regard to the Brazilian CGU, the change in the price per share, compared to the reference quotation
considered for the purposes of the financial statements, which would make the recoverable value equal to the
carrying amount is equal to -4.07%.
The second level impairment test revealed a recoverable amount that exceeded the book value of the Group’s
business as a whole, thereby not showing any need for impairment.
TIM Group Consolidated
financial statements
Note 5
Goodwill
157
NOTE 6
INTANGIBLE ASSETS WITH A FINITE USEFUL
LIFE
This item increased by 509 million euros compared to December 31, 2021. The breakdown and movements are
as follows:
(million euros)
12/31/2020 Investments
Amortization
12/31/2021
Disposals
Impairment
(losses) /
reversals
Exchange
differences
Other
changes
Industrial patents
and intellectual
property rights
Concessions, licenses,
trademarks and
similar rights
Other intangible
assets
Work in progress and
advance payments
Total
1,789
3,645
4
1,302
6,740
731
191
1
963
1,886
(1,043)
(466)
(2)
4
6
(1,511)
—
(3)
(3)
3
13
(430)
22
452
1,933
3,376
3
1,835
7,147
(million euros)
12/31/2021 Investments
Amortization
Impairment
(losses)/reversal
s
Disposals
Exchange
differences
Capitalized
borrowing
costs
Other
changes
12/31/2022
Industrial patents
and intellectual
property rights
Concessions, licenses,
trademarks and
similar rights
Other intangible
assets
Work in progress and
advance payments
Total
1,933
731
(1,069)
(442)
(6)
3,376
3
1,835
7,147
85
2
310
1,128
(1)
(1)
53
70
(2)
54
175
338
1,985
1,555
4,643
48
48
48
(1,264)
677
45
983
7,656
(1,517)
—
(2)
Investments in 2022 amounted to 1,128 million euros (1,886 million euros in 2021) and included 244 million
euros in internally generated assets (216 million euros in 2021). Further details are provided in the Note
“Internally generated assets”.
Industrial patents and intellectual property rights at December 31, 2022, essentially consist of the plant
operation and application software purchased outright and user license, amortized over a period between 2
and 6 years and relating mainly to TIM S.p.A. (1,301 million euros), the Brazil Business Unit (438 million euros)
and Noovle S.p.A. (142 million euros).
Concessions, licenses, trademarks and similar rights at December 31, 2022 mainly refer to the residual cost of
telephone licenses and similar rights (3,316 million euros for TIM S.p.A. and 1,268 million euros for the Brazil
Business Unit). Compared with December 31, 2021, the item increased by 1,267 million euros, mainly due to:
■ entry into the consolidation scope of Cozani RJ Infraestrutura e Rede de Telecomunicações S.A. (633
million euros);
■ entry into force of the rights to use the 2100 MHz bandwidth of TIM S.p.A., which in 2021 was extended
until December 31, 2029 (240 million euros);
■ entry into force of the 5G user rights to the 694-790 MHz bandwidths of TIM S.p.A. (680 million euros);
■ acquisition by TIM S.p.A. of the licenses for the 34-36 MHz OpNet bandwidth, acquired with an agreement
with the OpNet (former Linkem) operator covering the reciprocal transfer of frequencies and enabled TIM
S.p.A. to use an additional 20MHz nationally, reaching the maximum availability of 100MHz permitted in
the frequency bandwidth 3.4-3.8 GHz usable by TIM, as 5G frequencies.
The residual amount of telephone licenses and similar rights in operation at December 31, 2022 (4,584 million
euros) and their useful lives are detailed below:
TIM Group Consolidated
financial statements
Note 6
Intangible assets with a finite useful life
158
Type
Residual value at
12/31/2022
Useful life
Maturity
(million euros)
(years)
Amortization
expense for the
year
2022
(million euros)
TIM S.p.A.:
UMTS 2100 MHz (extension)
WiMax (extension)
34-36 MHz band Linkem
LTE 1800 MHz
LTE 800 MHz
LTE 2600 MHz
1452-1492 MHz band
900 and 1800 MHz band
3600-3800 MHz band (5G)
26.5-27.5 GHz band (5G)
694-790 MHz band (5G)
TIM Brasil group:
GSM and 3G (UMTS) - TIM S.A.
4G (LTE - 700 MHz) -TIM S.A.
5G (2.3 GHz and 26 GHz) - TIM S.A.
900 - 1800 -1900 - 2100 - 2500 MHz - Cozani
210
5
61
60
420
46
116
383
1,331
26
658
21
496
200
551
8
7
7
18
17
17
14
11
19
19
15 years and 6
months
12/31/2029
12/31/2029
12/31/2029
12/31/2029
12/31/2029
12/31/2029
12/31/2029
12/31/2029
12/31/2037
12/31/2037
12/31/2037
15
15
20
From 2023 to 2031
2029
2041
15-18 From 2027 to 2038
30
1
4
9
60
7
16
55
89
2
22
24
74
14
28
Work in progress and advance payments mainly relate to:
■
■
the Brazil Business Unit (530 million euros) connected with the rights to use 3.5 GHz frequencies (5G). For
the latter, as the time period required for the assets to be ready for use is more than 12 months, in 2022
the related finance expenses of 48 million euros were capitalized. The capitalized finance expenses have
been deducted directly from "finance expense";
the Domestic Business Unit (453 million euros), essentially related to software developments and
investments for the digital evolution of Network Infrastructures.
The item also includes work in progress mainly related to software developments and investments for the
digital evolution of Network Infrastructures.
Amortization 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,
2022 and December 31, 2021 can be summarized as follows:
(million euros)
Industrial patents and intellectual property rights
Concessions, licenses, trademarks and similar rights
Other intangible assets
Work in progress and advance payments
Total intangible assets with a finite useful life
(million euros)
Industrial patents and intellectual property rights
Concessions, licenses, trademarks and similar rights
Other intangible assets
Work in progress and advance payments
Total intangible assets with a finite useful life
12/31/2021
Gross
carrying
amount
11,605
8,304
464
1,835
22,208
Accumulated
impairment
losses
—
—
—
—
—
Accumulated
amortization
(9,672)
(4,928)
(461)
—
(15,061)
12/31/2022
Gross
carrying
amount
12,847
7,784
563
983
22,177
Accumulated
impairment
losses
—
—
—
—
—
Accumulated
amortization
(10,862)
(3,141)
(518)
—
(14,521)
Net
carrying
amount
1,933
3,376
3
1,835
7,147
Net
carrying
amount
1,985
4,643
45
983
7,656
With reference to the gross values, in 2022 the parent company TIM S.p.A. made disposals of 3,125 million
euros in connection with licenses (UMTS licenses for 2,506 million euros and GSM licenses for 117 million euros
expired and sale of WiMax licenses to OpNet for 6 million euros) and rights to use intellectual works, almost
entirely amortized, including BSS and OSS software application developments for 471 million euros, television
rights expired for 16 million euros and the Sandvine platform for 6 million euros.
TIM Group Consolidated
financial statements
Note 6
Intangible assets with a finite useful life
159
NOTE 7
TANGIBLE ASSETS
Property, plant and equipment owned
This item increased by 789 million euros compared to December 31, 2021. The breakdown and movements are
as follows:
(million euros)
12/31/2020 Investments
Depreciation
Impairment
(losses) /
reversals
Disposals
Exchange
differences
Other
changes
12/31/2021
Land
Buildings (civil and
industrial)
Plant and
equipment
Manufacturing and
distribution
equipment
Other
Construction in
progress and
advance payments
Total
229
577
2
23
(35)
1
32
232
597
11,206
1,885
(2,095)
(30)
21
267
11,254
22
309
4
121
(9)
(145)
798
13,141
630
2,665
(2,284)
—
(30)
2
81
19
367
(588)
(205)
842
13,311
1
2
24
(million euros)
12/31/2021 Investments
Depreciation
Disposals
Exchange
differences
Other
changes
12/31/2022
Impairment
(losses)/
Reversals
Land
Buildings (civil and
industrial)
Plant and
equipment
Manufacturing and
distribution
equipment
Other
Construction in
progress and
advance payments
Total
232
597
34
11,254
2,198
19
367
7
105
842
13,311
484
2,828
(37)
(2,145)
(8)
(158)
(2,348)
—
(1)
1
1
232
651
56
(28)
202
521
12,002
(1)
(3)
(33)
13
11
228
2
36
20
362
(501)
114
833
14,100
Land comprises both built-up land and available land and is not subject to depreciation. The figure at
December 31, 2022 refers primarily to TIM S.p.A. (187 million euros) and Noovle (33 million euros).
Buildings (civil and industrial) mainly includes buildings for industrial use hosting telephone exchanges, or for
office use and light constructions. The balance at December 31, 2022 is mainly attributable to TIM S.p.A. (425
million euros) and Noovle S.p.A. (199 million euros).
Plant and machinery includes the technological infrastructure used for the provision of telecommunications
services (transport and distribution of voice/data traffic). The figure at December 31, 2022 is mainly attributable
to TIM S.p.A. (5,552 million euros), to FiberCop S.p.A. (4,114 million euros) and to the Brazil Business Unit (1,927
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..
Other mainly consists of hardware for the functioning of the network 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.
2022 investments include 315 million euros of internally generated assets (259 million euros in 2021); 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.
TIM Group Consolidated
financial statements
Note 7
Tangible assets
160
Depreciation for the years 2022 and 2021 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)
Plant and equipment
Manufacturing and distribution equipment
Other
2% - 6.66%
3% - 50%
15% - 20%
10% - 50%
Other changes include 112 million euros related to the entrance into the consolidation scope of the mobile
telephone assets of Oi Móvel S.A. acquired by the TIM Group in April 2022. For further details, see the note
"Business combinations".
The gross carrying amount, accumulated impairment losses and accumulated depreciation at December 31,
2022 and December 31, 2021 can be summarized as follows:
(million euros)
12/31/2021
Land
Buildings (civil and industrial)
Plant and equipment
Manufacturing and distribution equipment
Other
Construction in progress and advance payments
Total
(million euros)
Land
Buildings (civil and industrial)
Plant and equipment
Manufacturing and distribution equipment
Other
Construction in progress and advance payments
Total
Gross
carrying
amount
235
1,960
70,535
330
3,305
844
77,209
Accumulated
impairment
losses
(3)
—
(12)
(1)
(2)
(2)
(20)
Accumulated
depreciation
(1,363)
(59,269)
(310)
(2,936)
(63,878)
12/31/2022
Accumulated
impairment
losses
Accumulated
depreciation
(3)
—
(12)
(1)
(2)
(1)
(19)
(1,400)
(61,810)
(317)
(3,361)
(66,888)
Gross
carrying
amount
235
2,051
73,824
338
3,725
834
81,007
Net
carrying
amount
232
597
11,254
19
367
842
13,311
Net
carrying
amount
232
651
12,002
20
362
833
14,100
With regard to the gross amounts, in 2022 the parent company TIM S.p.A. made disposals for a total value of
1,294 million euros, mainly in relation to fully depreciated assets, including: UMTS transmission plants and
network transmission devices (1,081 million euros), infrastructures and GSM base transceiver stations (63
million euros), switching systems (52 million euros), rented terminals (32 million euros), access network (29
million euros), power supply and conditioning systems (13 million euros), underground fiber optic (9 million
euros), aerials and cable laying (7 million euros), civil buildings (2 million euros).
TIM Group Consolidated
financial statements
Note 7
Tangible assets
161
NOTE 8
RIGHTS OF USE ASSETS
This item increased by 641 million euros compared to December 31, 2021. The breakdown and movements are
as follows:
(million euros)
12/31/2021
Disposals
12/31/2020 Investments Increases in
lease
contracts
Depreciation
and
amortization
Exchange
differences
Other
changes
Property
Plant and equipment
Other tangible assets
Construction in
progress and advance
payments
Intangible assets
Total
2,911
1,909
121
51
4,992
35
25
19
79
298
328
35
2
4
667
(343)
(314)
(37)
(14)
(5)
(2)
4
11
(43)
(107)
2
(42)
(1)
(695)
(21)
15
(190)
2,848
1,847
119
30
3
4,847
(million euros)
12/31/2021 Investments Increases in
lease
contracts
Depreciation
and
amortization
Disposals
Exchange
differences
Other
changes
12/31/2022
Property
Plant and equipment
Other tangible assets
Construction in
progress and advance
payments
Intangible assets
Total
2,848
1,847
119
30
3
4,847
35
53
25
8
121
347
462
23
(398)
(474)
(38)
(4)
(2)
(3)
35
108
832
(2)
(912)
(9)
143
104
376
1
(20)
5
466
2,967
2,370
102
35
14
5,488
2022 capital expenditures mainly refer to the Domestic Business Unit and are essentially related to the
acquisition of IRU transmission capacity and improvements and incremental expenses incurred on leased
property and non-property assets.
The increases in finance leasing contracts in 2022, equal to 832 million euros, refer to the Brazil Business Unit
(484 million euros) and the Domestic Business Unit (348 million euros).
These increases include the higher value of the rights of use recorded as a result of new leases, increases of
lease payments and renegotiations of agreements existing both land and buildings for office use and industrial
relationship over time, to infrastructure sites for the mobile telephone network infrastructure and network.
Amortization and impairment losses have been recorded in the income statement as components of EBIT.
The disposals are representative of the carrying amount of the assets from lease agreements that terminated
early.
Other changes refer mainly to the entrance into the consolidation scope of the mobile telephone assets of Oi
Móvel S.A. (558 million euros) and also include the start-up and changes connected with the lesser value of the
rights of use recorded as a result of contractual changes during the period.
Property includes buildings and land under passive leases and the related building adaptations, attributable to
the Domestic Business Unit (2,422 million euros) and the Brazil Business Unit (545 million euros).
Plant and equipment mainly includes rights of use on infrastructures for telecommunications services. These
refer to the Brazil Business Unit (1,436 million euros), the Parent Company TIM S.p.A. (637 million euros), the
Telecom Italia Sparkle group (156 million euros) and FiberCop S.p.A. (140 million euros). This includes, inter alia,
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 a finance lease.
Other tangible assets mainly comprises the leases on motor vehicles. In addition, the right of use for the lease
of the business unit relating to all the assets organized for the full performance of the "construction",
"delivery" and "assurance" activities for telecommunications networks and equipment, deriving from the
contract entered into between TIM Servizi Digitali S.p.A. and Sittel S.p.A., is recorded herein (15 million euros).
The corresponding finance lease liability for the obligation to comply with the contractual payments is
recorded against the right of use.
Intangible assets mainly includes Telecom Italia Sparkle rights of use of transmission frequencies on optic fiber
carriers not illuminated by the undersea cable Monet and the recording as a lease of a Software as a Service
(SaaS) contract, in respect of which the Parent Company TIM S.p.A. has acquired the right to make exclusive
use of software licenses residing on partitions of third party hardware platforms dedicated exclusively to the
Company.
TIM Group Consolidated
financial statements
Note 8
Rights of use assets
162
The gross carrying amount, accumulated impairment losses and accumulated amortization at December 31,
2022 and December 31, 2021 can be summarized as follows:
(million euros)
Property
Plant and equipment
Other
Construction in progress and advance payments
Intangible assets
Total
(million euros)
Property
Plant and equipment
Other
Construction in progress and advance payments
Intangible assets
Total
12/31/2021
Accumulated
impairment
losses
Accumulated
depreciation
(13)
(277)
—
(290)
(2,466)
(1,180)
(172)
(1)
(3,819)
Gross
carrying
amount
5,327
3,304
291
30
4
8,956
12/31/2022
Accumulated
impairment
losses
Accumulated
depreciation
(13)
(278)
—
(291)
(2,831)
(1,692)
(170)
(3)
(4,696)
Gross
carrying
amount
5,811
4,340
272
35
17
10,475
Net
carrying
amount
2,848
1,847
119
30
3
4,847
Net
carrying
amount
2,967
2,370
102
35
14
5,488
Impairment losses on “Plant and equipment”, mainly relating to prior years, refers to the Indefeasible Rights of
Use (IRU) for the transmission capacity and cables for international connections acquired by the Telecom Italia
Sparkle group.
With reference to the gross values, in 2022 the Parent Company TIM S.p.A. carried out disposals for a total
value of 85 million euros, essentially relating to leased properties (34 million euros), leased vehicles (25 million
euros), base transceiver stations (16 million euros) and leasehold improvements (9 million euros).
NOTE 9
INVESTMENTS
Investments in associates and joint ventures accounted for
using the equity method
Investments in associates and joint ventures accounted for using the equity method are reported below in
detail:
(million euros)
I-Systems S.A.
Daphne 3 S.p.A.
Italtel S.p.A.
NordCom S.p.A.
W.A.Y. S.r.l.
QTI S.r.l
Satispay S.p.A.
Other
Total Associates
INWIT S.p.A.
TIMFin S.p.A.
Polo Strategico Nazionale S.p.A.
Total Joint Ventures
Total investments accounted for using the equity method
12/31/2022
277
212
9
6
4
3
—
2
513
—
21
5
26
539
12/31/2021
253
—
—
6
4
2
20
3
288
2,669
22
(b)
(a+b)
2,691
2,979
(a)
TIM Group Consolidated
financial statements
Note 8
Rights of use assets
163
The changes in this item are broken down as follows:
(million euros)
12/31/2020 Investments
Disposals and
reimbursements
of capital
Valuation using
equity method
Other
changes
12/31/2021
I-Systems S.A.
Satispay S.p.A.
NordCom S.p.A.
W.A.Y. S.r.l.
QTI S.r.l
Tiglio I S.r.l.
Other
Total Associates
INWIT S.p.A.
TIMFin S.p.A.
Total Joint Ventures
Total investments accounted for
using the equity method
5
4
1
3
13
2,713
2
2,715
2,728
20
2
1
23
24
24
47
(2)
1
(1)
(44)
(4)
(48)
(49)
255
(1)
254
—
254
253
20
6
4
2
—
3
288
2,669
22
2,691
2,979
(1)
(1)
—
(1)
(million euros)
12/31/2021 Investments
Disposals and
reimbursements
of capital
Valuation using
equity method
Other
changes
12/31/2022
I-Systems S.A.
Daphne 3 S.p.A.
Italtel S.p.A.
NordCom S.p.A.
W.A.Y. S.r.l.
QTI S.r.l
Satispay S.p.A.
Other
Total Associates
INWIT S.p.A.
TIMFin S.p.A.
Polo Strategico Nazionale S.p.A.
Total Joint Ventures
Total investments accounted for
using the equity method
253
6
4
2
20
3
288
2,669
22
2,691
2,979
10
1
—
11
5
5
16
35
269
(11)
(57)
(1)
(1)
303
(2,610)
(69)
(59)
(1)
(60)
(2,610)
(129)
(2,307)
277
212
9
6
4
3
—
2
513
—
21
5
26
539
(20)
(20)
—
(20)
Investments for 2022 include mainly:
■ 10 million euros for the subscription, in April 2022, of a part of the capital increase of Italtel S.p.A.,
consequent to the reorganization process and company composition procedure approved by the Court of
Milan in December 2021. At December 31, 2022, TIM Group’s investment held in Italtel S.p.A. was 17.72% of
the share capital.
Italtel S.p.A. is also subject to the considerable influence of TIM S.p.A. in accordance with IAS 28
(Investments in Associates and Joint Ventures);
■ 5 million euros for the assigned share (45%) under the scope of the establishment and subsequent
recapitalization of Polo Strategico Nazionale S.p.A. The company deals with the design, preparation, fitting
out and management of infrastructure for the supply of cloud services and solutions for the public
administration.
“Valuation using the equity method” for 2022 mainly includes:
■
■
for the equity investment in INWIT S.p.A., the portion, pertaining to the positive economic result of INWIT,
including the greater amortization charge, at consolidated level, of the assets to which part of the greater
value deriving from the corporate integration transaction of Vodafone Towers S.r.l. in INWIT (35 million
euros) has been allocated and the reduction in the carrying amount of the equity investment for dividends
received in the year (94 million euros);
for the equity investment in Daphne 3 S.p.A., the reduction in the carrying amount of the equity
investment for dividends received in the year (57 million euros).
Other changes for 2022 mainly include:
■
the deconsolidation of the investment in INWIT - Infrastrutture Wireless Italiane consequent to the August
2022 sale of 41% of the share capital of the holding company Daphne 3 S.p.A and the consequent loss of
control in the company. In turn, Daphne 3 S.p.A. holds a 30.2% share in INWIT;
TIM Group Consolidated
financial statements
Note 9
Investments
164
■
■
the entry of the residual equity investment in Daphne 3 S.p.A.(10% of the share capital). Daphne 3 S.p.A. is
subject to the considerable influence of TIM S.p.A. in accordance with IAS 28 (Investments in Associates
and Joint Ventures);
the exchange differences connected with the investment in the related Brazilian company I-Systems S.A.
The list of investments accounted for using the equity method is presented in the Note "List of companies of
the TIM Group".
Other investments in associates accounted for using the equity method of the TIM Group are not material
either individually or in aggregate form.
Investments in structured entities
The TIM Group does not hold investments in structured entities.
Other investments
Other investments refer to the following:
(million euros)
12/31/2020 Investments
Disposals and
reimbursements
of capital
Valuation at fair
value
Other changes
12/31/2021
Fin.Priv. S.r.l.
Northgate Telecom
Innovations Partners L.P.
UV T-Growth
SECO S.p.A.
Other
Total
16
25
13
54
1
12
38
51
6
(9)
54
51
22
17
12
92
13
156
—
—
(million euros)
12/31/2021 Investments
Disposals and
reimbursements
of capital
Valuation at fair
value
Other changes
12/31/2022
Fin.Priv. S.r.l.
Northgate Telecom
Innovations Partners L.P.
UV T-Growth
SECO S.p.A.
Other
Total
22
17
12
92
13
156
3
8
11
(2)
(4)
(2)
(36)
(44)
(7)
(7)
20
16
11
56
13
116
—
More specifically, note that at December 31, 2022, the TIM Group had a subscription commitment for units:
■
in the Northgate CommsTech Innovations Partners L.P. fund for 4.6 million USD, equal to approximately
4.3 million euros at the exchange rate as at December 31, 2022;
■ of the UV T-Growth fund in the amount of 47.4 million euros.
As permitted by IFRS 9, TIM now measures 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".
TIM Group Consolidated
financial statements
Note 9
Investments
165
NOTE 10
NON-CURRENT AND CURRENT FINANCIAL
ASSETS
Non-current and current financial assets were broken down as follows:
(million euros)
Other non-current financial assets
Securities other than investments
Receivables from employees
Hedging derivatives relating to hedged items classified as non-current
assets/liabilities of a financial nature
Non-hedging derivatives
Other financial receivables
Financial receivables for lease contracts
Total non-current financial assets
Securities other than investments, other financial receivables and other
current financial assets
Securities other than investments
Measured at amortized cost (AC)
Measured at fair value through other comprehensive income (FVTOCI)
Measured at fair value through profit or loss (FVTPL)
Financial receivables and other current financial assets
Liquid assets with banks, financial institutions and post offices (with
maturity over 3 months)
Receivables from employees
Hedging derivatives relating to hedged items classified as current
assets/liabilities of a financial nature
Non-hedging derivatives
Other short-term financial receivables
Financial receivables for lease contracts
Cash and cash equivalents
(a)
(b)
(c)
(d)
Total current financial assets
Financial assets relating to Discontinued operations/Non-current
assets held for sale
Total non-current and current financial assets
e=(b+c+d)
(f)
g=(a+e+f)
12/31/2022
12/31/2021
—
39
1,435
119
9
1,602
49
1,651
—
1,040
406
1,446
—
21
84
47
2
154
1,600
69
3,555
5,224
—
6,875
—
39
1,935
100
211
2,285
45
2,330
—
1,515
734
2,249
—
12
80
41
9
142
2,391
56
6,904
9,351
—
11,681
Further details on Financial Instruments are provided in the Note "Supplementary disclosure on financial
instruments".
Financial receivables for lease contracts refer to:
■
finance leases on user rights and equipment;
■ agreements for the sale of network infrastructure in IRU with deferred collection over time recognized
using the financial method envisaged by IFRS 16 given the contractual term substantially close to the
economic life of the asset;
■
lease contracts for commercial products with customers. The financial receivables for lease assets are
offset by the financial debt for the corresponding leases payable.
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
refer to accrued income on such derivative contracts.
Non-hedging derivatives consist mainly of the mark-to-market component of the non-hedging derivatives of
the Brazil Business Unit. More specifically, they include 112 million euros in relation to the option to subscribe
shares of C6 Bank with which TIM S.A. entertains commercial relations.
TIM Group Consolidated financial statements
Note 10
Non-current and current financial assets
166
Further details are provided in the Note “Derivatives”.
Securities other than investments included in current financial assets relate to:
■ 1,040 million euros of listed securities, of which 368 million euros of treasury bonds purchased by Telecom
Italia Finance S.A. as well as 672 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. Under IFRS 9
and consistently with the Business model, such securities are classified as financial assets measured at fair
value through other comprehensive income (FVTOCI). 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;
■ 406 million euros of investments in monetary funds by the Brazil Business Unit, which, under IFRS 9, are
classified as financial assets measured at fair value through profit or loss (FVTPL).
On the basis of two securities lending agreements signed with Telecom Italia Finance S.A. on November 27,
2019 and thereafter renewed on April 28, 2020, TIM S.p.A. received on loan until February 2, 2021 (renewable
term) 98 million euros (nominal) of BTP 3/1/2023 and 150 million euros of BTP 4/15/2021; starting December 1,
2019, TIM S.p.A loans these securities to the counterparty NatWest.
On January 27, 2021, TIM S.p.A. renewed the securities lending agreement in place with Telecom Italia Finance
S.A., which envisages the lending until February 15, 2023 of 98 million euros (nominal) of BTP 3/1/2023.
On January 29, 2021, TIM S.p.A. borrowed until October 5, 2023 (subject to renewal) 24 million euros (nominal)
in BTP 10/15/2023 and 67.5 million euros (nominal) in BTP 2/1/2026; furthermore TIM S.p.A. lent the
counterparty NatWest said securities in compliance with the agreement stipulated on December 21, 2020.
From an accounting standpoint, in compliance with IAS/IFRS, the assets are shown exclusively in the financial
statements of Telecom Italia Finance S.A., which retains the risks and benefits associated with the position.
Further details are provided in the Note “Accounting policies”.
Cash and cash equivalents amounted to 3,555 million euros, a decrease of 3,349 million euros compared to
December 31, 2021 and were broken down as follows:
(million euros)
Liquid assets with banks, financial institutions and post offices
Checks, cash and other receivables and deposits for cash flexibility
Securities other than investments (due within 3 months)
Total
12/31/2022
2,622
—
933
3,555
12/31/2021
6,092
—
812
6,904
The different technical forms of investing available cash at December 31, 2022 had the following
characteristics:
■ maturities: investments have a maximum maturity of three months;
■ counterparty risk: deposits have been made with leading high-credit-quality banks and financial
institutions with a rating of at least BBB according to Standard & Poor’s with regard to Europe, and with
leading local counterparts with regard to investments in South America;
■ country risk: deposits have been made mainly in major European financial markets.
Securities other than investments (due within 3 months) included 447 million euros (812 million euros at
December 31, 2021) of Brazilian bank certificates of deposit (Certificado de Depósito Bancário) held by the Brazil
Business Unit with premier local banking and financial institutions, 350 million euros of monetary portfolio
securities and 135 million euros of Euro Commercial Papers, subscribed by Telecom Italia Finance S.A.
NOTE 11
MISCELLANEOUS RECEIVABLES AND OTHER
NON-CURRENT ASSETS
This item rose by 99 million euros compared to December 31, 2021. The figure breaks down as follows:
12/31/2021
(million euros)
12/31/2022
Miscellaneous receivables (non-current)
Other non-current assets
Deferred contract costs
Other deferred costs
Total
(a)
(b)
(a+b)
of which
Financial
Instruments
275
560
of which
Financial
Instruments
144
433
1,702
103
1,805
2,365
275
1,755
78
1,833
2,266
144
TIM Group Consolidated financial statements
Note 10
Non-current and current financial assets
167
Further details on Financial Instruments are provided in the Note "Supplementary disclosure on financial
instruments".
Miscellaneous receivables (non-current) totaled 560 million euros (433 million euros at December 31, 2021)
and included Non-current income tax receivables of 124 million euros (147 million euros at December 31, 2021).
This item was mainly due to the Brazil Business Unit (516 million euros; 379 million euros at December 31,
2021).
More specifically, at December 31, 2022, the Brazil Business Unit showed non-current receivables relating to
indirect tax for 153 million euros (137 million euros at December 31, 2021), to direct tax for 93 million euros (116
million euros at December 31, 2021) and to court deposits for 248 million euros (116 million euros at December
31, 2021).
More specifically, the legal deposits included the deposit, at December 31, 2022 equal to 120 million euros,
requested in October 2022 by the 7th Business Court of the Legal District of Rio de Janeiro (Brazil) of TIM S.A.,
as buyer of part of the mobile assets of the Oi Group. Further details are provided in the Note “Disputes and
Pending Legal Actions, other information, commitments and guarantees”.
Other non-current assets amounted to 1,804 million euros (1,833 million euros at December 31, 2021). They
mainly break down as follows:
■ Deferred contract costs of 1,702 million euros (1,755 million euros at December 31, 2021), mainly related to
the deferral of costs related to the activation and acquisitions of new contracts with customers.
Contractual costs (mainly technical activation costs and commissions for the sales network) were deferred
and charged to the separate income statements according to the expected duration of the contractual
relationship with customers (on average around 4 years for the mobile business and around 8 years for the
fixed-line business).
Total (non-current and current) deferred contract costs amounted to 2,271 million euros (2,297 million
euros at December 31, 2021) and break down as follows:
(million euros)
Deferred contract costs
Non-current deferred contract costs
Current deferred contract costs
Total
1,702
569
2,271
1,755
542
2,297
12/31/2022
12/31/2021
(million euros)
Deferred contract costs
Contract acquisition costs
Contract execution costs
Total
Changes to comprehensive deferred contract costs in 2022 are as follows:
(million euros)
12/31/2021
Increase
Release to
income
statement
12/31/2022
12/31/2021
1,262
1,009
2,271
1,246
1,051
2,297
Exchange
differences and
other changes
12/31/2022
Contract acquisition costs
Contract execution costs
Total
1,246
1,051
2,297
369
199
568
(345)
(241)
(586)
(8)
—
(8)
1,262
1,009
2,271
The deferred contract costs will be recognized in the income statement for future years and, in particular,
of around 599 million euros in 2023, based on the amount at December 31, 2022 without taking into
account the new deferred portions.
(million euros)
Year of recognition in the income statement
12/31/2022
2023
2024
2025
2026
2027 After 2027
Contract acquisition costs
Contract execution costs
Total
1,262
1,009
2,271
356
243
599
283
218
501
217
182
399
153
138
291
106
103
209
147
125
272
■
Other deferred costs of 103 million euros, mainly attributable to the Parent Company TIM S.p.A. and the
companies of the Telecom Italia Sparkle group.
TIM Group Consolidated
financial statements
Note 11
Miscellaneous receivables and other non-current assets
168
NOTE 12
INCOME TAX EXPENSE (CURRENT AND
DEFERRED)
Current income tax receivables
Non-current and current income tax receivables at December 31, 2022 amounted to 271 million euros (226
million euros at December 31, 2021).
Specifically, they consisted of:
■ non-current income tax receivables of 124 million euros (147 million euros at December 31, 2021), relating
to the companies of the Brazil Business Unit (93 million euros) and the Parent TIM S.p.A. (31 million euros).
They include receivables of TIM S.A. relating to the decision of the Brazilian Supreme Federal Court on the
non-collection of corporate income tax and social contributions on the monetary recalculation that uses
the SELIC rate in cases of undue payment and receivables not transferred by the Parent Company related
to tax and interest deriving 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 of 147 million euros (79 million euros at December 31, 2021), relating to the
companies of the Brazil Business Unit (105 million euros) and the Domestic Business Unit (42 million
euros). They include the current portion of these TIM S.A. receivables as well as receivables for tax paid
abroad for 10 million euros, the IRAP residual surplus from previous years for 14 million euros, the tax
consolidation receivable for 6 million euros and the receivables for the supplementary declarations
submitted in 2022 for 2 million euros and other tax receivables of the Parent Company TIM S.p.A.
Tax assets and deferred tax liabilities
The net balance of 685 million euros at December 31, 2022 (3,268 million euros at December 31, 2021) breaks
down as follows:
(million euros)
12/31/2022
12/31/2021
Deferred tax assets
Deferred tax liabilities
Total
769
(84)
685
3,513
(245)
3,268
Deferred tax assets at December 31, 2022 referred to the Domestic Business Unit for 523 million euros and to
the Brazil Business Unit for 246 million euros. At December 31, 2021, deferred tax assets mainly referred to the
Domestic Business Unit, at 3,427 million euros.
In the 2020 financial statements, the Parent Company TIM S.p.A. had benefited from the possibility of
realigning the tax values to the greater value of the assets booked, specifically the value of goodwill of 23,051
million euros, as envisaged by Decree Law 104/2020, Art. 110, subsections 8 and 8 bis. Accordingly, this
resulted in exchange for payment of substitute tax in the amount of 3% of the realigned value (692 million
euros), in the possibility to deduct the tax amortization of the realigned value of 23,051 million euros over 18
years, starting 2021. These deductions, which would have generated benefits in terms of IRES and IRAP, have
been fully noted at December 31, 2020 amongst deferred tax assets in the amount of 6,569 million euros, in
view of the possibility of absorption through the Company’s future taxable income, also taking into account the
fact that IRES losses can be carried forward without time limits, where such may arise due to temporary
incapacity of taxable income.
During 2022, the Parent Company TIM S.p.A. revoked the realignment of goodwill in accordance with Article 1,
subsections 624 and 624-bis of Italian Law no. 234 of December 30, 2021, by means of the submission of the
supplementary declaration for the 2020 tax period; this has, amongst others, entailed a write-off of the
residual IRES deferred tax assets on the value of goodwill for 2,656 million euros. The 2021 financial
statements, in addition to the use of 131 million for annual amortization, also included the write-off of 50% of
the IRES deferred tax assets on the value of goodwill for 2,766 million euros and all IRAP deferred tax for 1,059
million euros as a consequence of the changes introduced by the 2022 Budget Law (Law 234/2021, Art. 160) to
the duration of the period during which amortization of tax-recognized goodwill could be deducted (taking it
from 18 to 50 years) and the assessment of the recoverability for IRAP purposes.
The 2022 financial statements do not include IRES deferred tax for period tax losses (as had been done in the
previous financial statements) and those of previous years, in consideration of the changed assessment of the
time frame for recoverability of deferred tax assets of the Parent Company TIM S.p.A., also determined on the
basis of the 2023-2025 Industrial Plan.
Deferred tax liabilities mainly refer to Telecom Italia Capital for 52 million euros (214 million euros at December
31, 2021) and the Domestic Business Unit for 24 million euros (20 million euros at December 31, 2021).
TIM Group Consolidated
financial statements
Note 12
Income tax expense (current and deferred)
169
Since the presentation of prepaid and deferred taxes 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:
(million euros)
12/31/2022
12/31/2021
Deferred tax assets
Deferred tax liabilities
Total
1,285
(600)
685
3,999
(731)
3,268
The temporary differences which made up this line item at December 31, 2022 and 2021, as well as the
movements during 2022, were as follows:
(million euros)
12/31/2022
12/31/2021 Recognized
in profit or
loss
Recognized in
equity
Change in scope
of consolidation
and other
changes
Deferred tax assets
Tax loss carryforwards (*)
Derivatives
Provision for bad debts
Provisions
Taxed depreciation and amortization
Tax realignment pursuant to Decree Law
104/2020 Art. 110
Other deferred tax assets
Total
Deferred tax liabilities
Derivatives
Business combinations - for step-up of net
assets in excess of tax basis
Accelerated depreciation
Convertible bonds
Other deferred taxes
Total
Total Deferred tax assets net of Deferred tax
liabilities
46
517
128
368
104
2,656
180
3,999
(492)
(52)
(83)
(45)
(59)
(731)
(30)
(2)
(14)
33
9
(2,656)
29
(2,631)
(3)
2
(44)
45
(15)
(15)
3,268
(2,646)
(226)
(25)
(251)
164
—
—
164
(87)
9
6
14
(1)
140
168
1
(7)
(9)
(3)
(18)
150
25
289
120
415
112
—
324
1,285
(330)
(57)
(136)
—
(77)
(600)
685
(*) For the new flow of tax losses in 2022, the Parent Company TIM S.p.A. has not entered deferred tax assets.
The expirations of deferred tax assets and deferred tax liabilities at December 31, 2022 were the following:
(million euros)
Beyond 1 year Total at 12/31/2022
Within next
year
Deferred tax assets
Deferred tax liabilities
Total Deferred tax assets net of Deferred tax liabilities
590
(180)
410
695
(420)
275
1,285
(600)
685
At December 31, 2022, the TIM Group had unused tax loss carryforwards of 2,862 million euros, mainly relating
to the Parent Company TIM S.p.A. and the company Telecom Italia Finance, with the following expiration
dates:
Year of expiration
(million euros)
2023
2024
2025
2026
2027
Expiration after 2027
Without expiration
Total unused tax loss carryforwards
—
1
1
1
—
31
2,828
2,862
Unused tax loss carryforwards considered in the calculation of deferred tax assets amounted to 73 million
euros at December 31, 2022 (150 million euros at December 31, 2021) and mainly referred to the Brazil
TIM Group Consolidated
financial statements
Note 12
Income tax expense (current and deferred)
170
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 685 million euros (333 million euros at December 31, 2021) were not
recognized on 2,788 million euros of tax loss carry-forwards since, at the reporting date, their recoverability
was not considered probable.
At December 31, 2022, deferred tax liabilities were not recognized on approximately 1.7 billion euros of tax-
suspended 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
Current income tax payables amounted to 34 million euros (526 million euros at December 31, 2021). They
break down as follows:
(million euros)
Income tax payables:
non-current
current
12/31/2022
12/31/2021
—
34
34
231
295
526
Total
The current portion, equal to 34 million euros, refers to the Domestic Business Unit (20 million euros) and to
the Brazil Business Unit (14 million euros). Following the specified revocation of the realignment of goodwill in
accordance with Article 1, subsections 624 and 624-bis of Italian Law no. 234 of December 30, 2021, current tax
payables of the Parent Company TIM S.p.A. at December 31, 2022 have been zeroed (231 million euros at
December 31, 2021) for the reversal of the second installment of substitute tax pursuant to Decree Law
104/2020, Art. 110, subsections 8 and 8 bis. Non-current tax payables, entirely referring to the Parent Company
TIM S.p.A., have also been zeroed (231 million euros at December 31, 2021) for the reversal of the third
installment of substitute tax pursuant to Decree Law 104/2020, Art. 110, subsections 8 and 8 bis.
Income tax expense
The income tax expense for the years 2022 and 2021 breaks down as follows:
(million euros)
Current taxes for the year
Net difference in prior year estimates
Total current taxes
Deferred taxes
Total income tax expense on continuing operations
Income tax expense on Discontinued operations/Non-current assets held
for sale
Total income tax expense for the year
(b)
(a+b)
(a)
2022
95
(675)
(580)
2,646
2,066
—
2,066
2021
15
(4)
11
3,874
3,885
—
3,885
Current tax from previous years includes the income of 692 million euros of the Parent Company TIM S.p.A.
deriving from the writing off of substitute tax on the realignment of goodwill (Art. 110, subsection 8 and 8 bis of
Decree Law 104/2020) deriving from the revocation of the latter, in accordance with Article 1, subsections 624
and 624-bis, of Law no. 234 of December 30, 2021.
Deferred tax for 2022 includes 2,656 million euros related to the writing off of the residual deferred IRES tax
recorded by the Parent Company TIM S.p.A. in 2020 following the tax recognition of higher goodwill values
booked in accordance with Decree Law 104/2020, Art. 110, subsections 8 and 8 bis.
TIM Group Consolidated
financial statements
Note 12
Income tax expense (current and deferred)
171
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, 2022 and 2021 is as follows:
(million euros)
Profit (loss) before tax from continuing operations
Theoretical income tax expense from continuing operations
Income tax effect on increases (decreases) in variations
Tax losses of the year not considered recoverable
Tax losses from prior years not recoverable (recoverable) in future years
Non-deductible write-down of goodwill
IRES taxes for previous years
Prepaid IRES tax (benefit)/write-off pursuant to Decree Law 104/2020,
Art. 110 and others
Brazil: different tax rate compared to the theoretical rate in force in Italy
Brazil: investment incentives
Other net differences
2021
(4,515)
(1,084)
197
(20)
989
(8)
2022
(588)
(141)
2,656
30
(29)
(82)
2,766
48
(28)
(59)
280
(8)
—
—
Effective taxes recognized in the Income Statement, excluding IRAP and
substitute tax
Prepaid IRAP including tax (benefit)/write-off pursuant to Decree Law
104/2020, Art. 110
IRAP including write-off of substitute tax pursuant to Decree Law
104/2020, Art. 110
2,706
—
(640)
2,801
1,084
—
Total effective taxes recognized in the Income Statement from
continuing operations
Effective taxes recognized in the Income Statement from Discontinued
—
operations/Non-current assets held for sale
3,885
Total of actual taxes to income statement
For the analysis of the tax burden related to the Profit (loss) before tax from continuing operations, the impact
of IRAP and substitute tax pursuant to Decree Law 104/2020, Art. 110, has been kept separate to avoid any
distorting effect, since these taxes only apply to Italian companies and are calculated on a tax base other than
pre-tax profit.
(b)
(a)+(b)
—
2,066
2,066
3,885
(a)
NOTE 13
INVENTORIES
The item increased compared to December 31, 2021, by 40 million euros and is broken down as follows:
(million euros)
Raw materials and supplies
Work in progress and semifinished products
Finished goods
Deposits on stocks
Total
12/31/2022
2
8
274
38
322
12/31/2021
2
5
246
29
282
Inventories essentially consist of fixed and mobile telecommunications equipment and handsets and related
accessories, as well as office products and specialist printers.
Inventories consist of 280 million euros for the Domestic Business Unit (250 million euros at December 31,
2021) and 42 million euros for the Brazil Business Unit (32 million euros at December 31, 2021). The increase in
inventories of the Domestic Business Unit is mainly due to a trend of lesser consumption seen on the Mobile
segment of the Parent Company TIM S.p.A..
The item “Deposits on stocks” refers to deposits paid by Telecom Italia Sparkle to construct transmission
systems, limited to the component for resale also through finance lease transfer contracts.
Inventories are stated net of a provision for bad debts amounting to 18 million euros at December 31, 2022 (21
million euros at December 31, 2021).
TIM Group Consolidated
financial statements
Note 12
Income tax expense (current and deferred)
172
NOTE 14
TRADE AND MISCELLANEOUS RECEIVABLES
AND OTHER CURRENT ASSETS
This item rose by 181 million euros compared to December 31, 2021. The figure breaks down as follows:
12/31/2021
(million euros)
12/31/2022
of which
Financial
Instruments
of which
Financial
Instruments
Trade receivables
Receivables from customers
Receivables from other telecommunications
operators
Miscellaneous receivables (current)
Other receivables
Other current assets
Contract assets
Deferred contract costs
Other deferred costs
Other
Total
1,586
1,586
1,288
2,874
689
17
569
337
53
976
4,539
1,288
2,874
96
17
17
2,987
1,545
1,130
2,675
780
20
542
273
68
903
4,358
1,545
1,130
2,675
101
20
20
2,796
(a)
(b)
(c)
(a+b+c)
Further details on Financial Instruments are provided in the Note "Supplementary disclosure on financial
instruments".
The analyses of the aging of the financial instruments included in Trade and miscellaneous receivables and
other current assets at December 31, 2022 and December 31, 2021 are provided below:
(million euros)
12/31/2022 of which
non-
overdue
of which
overdue
0-90 days
of which overdue from:
181-365
days
91-180
days
More than
365 days
Trade and miscellaneous receivables
and other current assets
2,987
2,371
616
167
84
137
228
(million euros)
12/31/2021 of which
non-
overdue
of which
overdue
0-90 days
of which overdue from:
181-365
days
91-180
days
More than
365 days
Trade and miscellaneous receivables
and other current assets
2,796
2,270
526
151
68
77
230
Overdue receivables increased by 101 million euros compared to December 31, 2021. This performance is a
result of, for 2022: the Brazil Business Unit (79 million euros, including a positive exchange effect of
approximately 61 million euros) and the Domestic Business Unit (22 million euros).
Overdue receivables increased by 90 million euros compared to December 31, 2021. This performance is a
result of, for 2022: the Brazil Business Unit (66 million euros, including a positive exchange effect of
approximately 9 million euros) and the Domestic Business Unit (24 million euros).
Trade receivables amounted to 2,874 million euros (2,675 million euros at December 31, 2021) and are stated
net of the provision for bad debts of 499 million euros (565 million euros at December 31, 2021). They included
12 million euros (9 million euros at December 31, 2021) of medium/long-term receivables mainly relating to
agreements for the sale of transmission capacity under Indefeasible Rights of Use (IRU).
Trade receivables mainly related to TIM S.p.A. (1,917 million euros) and to the Brazil Business Unit (653 million
euros).
TIM Group Consolidated
financial statements
Note 14
Trade and miscellaneous receivables and other current assets
173
Movements in the provision for bad debts were as follows:
(million euros)
At January 1
Provision charges to the income statement
Utilization and decreases
Change in scope
Exchange rate differences and other changes
At December 31
12/31/2022
565
178
(275)
7
24
499
12/31/2021
627
212
(287)
1
12
565
Miscellaneous receivables (current) refer to other receivables amounting to 689 million euros (780 million
euros at December 31, 2021) and are net of a provision for bad debts of 41 million euros (46 million euros at
December 31, 2021). Details are as follows:
(million euros)
Advances to suppliers
Receivables from employees
Tax receivables
Receivables for grants from the government and public entities
Sundry receivables
Total
12/31/2022
282
10
152
11
234
689
12/31/2021
270
10
268
14
218
780
“Tax receivables” related to the Brazil Business Unit (120 million euros) and the Domestic Business (32 million
euros).
“Receivables for grants from the government and public entities” referred mainly to the Ultrabroadband-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:
■ TIM S.p.A. receivables for Universal Service (52 million euros);
■ miscellaneous receivables of TIM S.p.A. from other TLC operators (28 million euros);
■ TIM S.p.A. receivables for with-recourse assignments to factoring companies (26 million euros);
■ TIM S.p.A. receivables from social security and pension institutions (17 million euros).
Other current assets included:
■ Contract assets with customers: this item includes the effect of the early recognition of revenues for those
bundle contracts (such as bundles of products and services) with individual performance obligations with a
different recognition timing, in which the goods recognized “at a point in time” are sold at a discounted
price, or for those contracts which, by providing for a discount for a period of time shorter than the
minimum contract term, require, pursuant to IFRS 15, a reallocation of the discount over the minimum
contractual term. Contract Assets at December 31, 2022 amounted to 17 million euros (20 million euros at
December 31, 2021) and are net of the related write-down provision of 1 million euros and drop by 3 million
euros, since the reversal to the income statement of the previously accumulated balance was substantially
offset by the need to distribute discounts granted to customers temporally over the minimum contractual
term, with particular reference to those connected with the impact of COVID-19;
■ Deferred contract costs (569 million euros; 542 million euros at December 31, 2021) are contract costs
(mainly technical activation costs and commissions for the sales network) deferred and recognized in the
separate income statements according to the expected duration of the contractual relationship with
customers (around 4 years for the mobile business and around 8 years for the fixed-line business). Further
details on Deferred contract costs are provided in the Note “Miscellaneous receivables and other non-
current assets”.
■ Other deferred costs mainly concern:
•
•
•
the Parent Company essentially for: a) costs related to rental charges and other lease and rental costs
(209 million euros); b) costs for the purchase of products and services (25 million euros); c) after-sales
expenses on application offers (12 million euros); d) maintenance fees (12 million euros); e) insurance
premiums (7 million euros);
to the Telecom Italia Sparkle group mainly related to the deferral of costs connected to payments for
line lease and maintenance payments (22 million euros);
the Brazil Business Unit (23 million euros), essentially related to the deferral of service costs.
TIM Group Consolidated
financial statements
Note 14
Trade and miscellaneous receivables and other current assets
174
NOTE 15
EQUITY
This item consisted of:
(million euros)
Equity attributable to owners of the Parent
Non-controlling interests
Total
12/31/2022
15,061
3,664
18,725
12/31/2021
17,414
4,625
22,039
The composition of Equity attributable to owners of the Parent is the following:
(million euros)
Share capital
Additional paid-in capital
Other reserves and retained earnings (accumulated losses), including profit
(loss) for the year
12/31/2022
11,614
2,133
12/31/2021
11,614
2,133
3,667
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
Sundry reserves and retained earnings (accumulated losses), including
profit (loss) for the year
(58)
65
(2,085)
(71)
—
3,463
1,314
49
(128)
(2,500)
(130)
—
6,376
Total
15,061
17,414
At December 31, 2022, capital came to 11,614 million euros net of treasury shares for 63 million euros.
It should be noted that the Parent Company’s share capital carries a restriction on tax suspension for fiscal
purposes for an amount of 1,191 million euros (11,104 million euros at December 31, 2021), down 9,913 million
euros following revocation of the realignment of goodwill in accordance with art. 1, subsections 624 and 624-
bis of Law no. 234 of December 30, 2021 and the cessation of the corresponding restriction previously applied
to the capital.
In 2022, the capital did not change, as shown in the following table:
Reconciliation between the number of shares outstanding at December 31, 2021 and December 31, 2022
(number of shares)
as at 12/31/2021
as at 12/31/2022 % on Capital
Share
assignment/issue
Ordinary shares issued
less: treasury shares
Ordinary shares outstanding
Savings shares issued and outstanding
Total TIM S.p.A. shares issued
Total TIM S.p.A. shares outstanding
(a)
(b)
(c)
(d)
(a+d)
(c+d)
15,329,466,496
(115,942,196)
15,213,524,300
6,027,791,699
21,357,258,195
21,241,315,999
—
—
—
—
—
—
15,329,466,496
(115,942,196)
15,213,524,300
6,027,791,699
21,357,258,195
21,241,315,999
71.78%
28.22%
100.00%
TIM Group Consolidated
financial statements
Note 15
Equity
175
Reconciliation between the value of shares outstanding at December 31, 2021 and December 31, 2022
(million euros)
Ordinary shares issued
less: treasury shares
Ordinary shares outstanding
Savings shares issued and outstanding
Total TIM S.p.A. share capital issued
Total TIM S.p.A. share capital outstanding
Share Capital at
12/31/2021
8,381
(63)
8,318
3,296
11,677
11,614
(a)
(b)
(c)
(d)
(a+d)
(c+d)
Change in share
capital
—
—
—
—
—
—
Share Capital
at 12/31/2022
8,381
(63)
8,318
3,296
11,677
11,614
The total value of ordinary treasury shares at December 31, 2022, amounting to 364 million euros, was
recorded as follows: the part relating to accounting par value (63 million euros) recognized as a deduction from
the share capital issued and the remaining part as a deduction from Other reserves and retained earnings
(accumulated losses), including profit (loss) for the year.
Disclosure on share capital
The ordinary and savings shares of TIM S.p.A. are listed in Italy (FTSE index).
In the shareholder resolutions passed to increase share capital against cash payments, the pre-emption right
can be excluded to the maximum extent 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 business development and operation
requirements; 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, during which
the annual financial statements are approved, based upon market trends and business performance, once all
the other obligations are met, including debt servicing. Therefore, to ensure 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.
Privileges of savings shares
The privileges of TIM S.p.A. savings shares are indicated below:
■
the profit shown in the duly approved financial statements, after deducting the amount to be allocated to
the legal reserve, must be distributed to the holders of savings shares in an amount up to 5% of the 0.55
euros per share;
■ after assigning preferred dividends to the savings shares, the distribution of which is approved by the
shareholders' meeting, the remaining profit shall be allocated among all the shares, so that savings shares
are entitled to higher overall dividends than ordinary shares would be entitled to, to the extent of 2% of
0.55 euros per share;
■ when, in any one year, dividends of below 5% of the 0.55 euros per share are paid to the savings shares,
the difference is determined as an increase of the privileged dividend in the next two subsequent years;
■
■
in the event of a distribution of reserves, the savings shares have the same rights as the other shares.
Moreover, when there is no profit or insufficient profit is reported in the financial statements for a given
year to satisfy the aforesaid savings shares privileges, the Shareholders’ Meeting called to approve those
financial statements may choose to satisfy the dividend right and/or the higher dividend right by
distributing 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;
the reduction of share capital as a result of losses does not affect the savings shares except for the
amount of the loss which is not covered by the portion of the share capital represented by the other
shares;
■ upon the wind-up of TIM S.p.A., the savings shares have a pre-emption right in the reimbursement of
capital up to the amount of 0.55 euros per share;
■
in the event of the cessation of trading in the Company's ordinary or savings shares, the holder of savings
shares may ask TIM S.p.A. to convert his/her shares into ordinary shares, using the method selected during
a special session of the shareholders' meeting called for that purpose within two months of being excluded
from trading.
Additional paid-in capital, amounting to 2,133 million euros, was unchanged with respect to December 31,
2021.
Other reserves moved through the Statements of comprehensive income comprised:
■ The Reserve for financial assets measured at fair value through other comprehensive income, negative
for 58 million euros at December 31, 2022, decreased by 107 million euros compared to the figure at
TIM Group Consolidated
financial statements
Note 15
Equity
176
December 31, 2021. In particular, the change in 2022 includes the losses from the securities portfolio of
Telecom Italia Finance (50 million euros, of which 21 million euros were realized), the losses on the TI
Ventures securities portfolio (6 million euros), the losses recorded by Olivetti for the valuation of SECO
S.p.A. (36 million euros), the losses related to other current financial assets held by the Parent Company
TIM (13 million euros) and the losses related to the equity investment in Fin.Priv. S.r.l. of the Parent
Company TIM (2 million euros). This reserve is stated net of deferred tax assets of 3 million euros (at
December 31, 2021, it was stated net of deferred tax liabilities of 1 million euros).
■ The Reserve for hedging instruments had a positive balance of 65 million euros at December 31, 2022,
(negative 128 million euros at December 31, 2021). This reserve is stated net of deferred tax liabilities of 22
million euros (at December 31, 2021, it was stated net of deferred tax assets of 39 million euros). In
particular, this reserve includes the effective portion of gains or losses on the fair value adjustments of
derivatives designated as hedges of the exposure to volatility in the cash flows of assets or liabilities
recognized in the financial statements ("cash flow hedge").
■ The Reserve for exchange differences on translating foreign operations showed a negative balance of
2,085 million euros at December 31, 2022 (negative 2,500 million euros at December 31, 2021) and mainly
related to exchange differences resulting from the translation into euros of the financial statements of
companies belonging to the Brazil Business Unit (negative for 2,114 million euros versus negative for 2,523
million euros at December 31, 2021).
■ The Reserve for the remeasurement of employee defined benefit plans, negative for 71 million euros,
increased by 59 million euros compared with December 31, 2021 following the recording of the changes in
actuarial gains (losses), net of the related income tax effect.
■ The Share of other comprehensive income (losses) of associates and joint ventures accounted for using
the equity method is nil at both December 31, 2022 and December 31, 2021.
Other sundry reserves and retained earnings (accumulated losses), including profit (loss) for the year
amounted to 3,463 million euros and decreased by 2,913 million euros, as detailed below:
(million euros)
Profit (loss) for the year attributable to owners of the Parent
Dividends approved - TIM S.p.A.
Equity instruments
FiberCop - capital increase
Other changes
Change for the year in Sundry reserves and retained earnings (accumulated losses),
including profit (loss) for the year
2022
(2,925)
—
6
—
6
(2,913)
2021
(8,652)
(318)
7
(98)
(44)
(9,105)
Note that following the specified revocation of the realignment of goodwill, the corresponding restriction
previously placed on the Parent Company’s reserves under tax suspension for fiscal purposes in accordance
with Decree Law 104/2020, Art. 110, subsection 8, was lifted.
In 2022, no dividends were deliberated.
In 2021, dividends approved by TIM S.p.A. are 318 million euros and refer to the distribution to Shareholders of
a dividend of 0.0100 euro per ordinary share and 0.0275 euro per savings share, gross of statutory withholding
taxes.
Equity attributable to non-controlling interests, amounting to 3,664 million euros, mainly refers to FiberCop
S.p.A. (2,122 million euros) and the companies of the Brazil Business Unit (1,545 million euros) and shows a
decrease of 961 million euros compared to December 31, 2021, as detailed below:
(million euros)
Profit (loss) for the year attributable to Non-controlling interests
Group Company dividends paid to minority shareholders
Changes in the Reserve for exchange differences on translating foreign operations
Daphne 3 - deconsolidation
FiberCop - capital increase
Daphne 3 - distribution of additional paid-in capital
Other changes
Change for the year in Equity attributable to Non-controlling interest
2022
271
(86)
182
(1,332)
—
—
4
(961)
2021
252
(55)
12
—
1,848
(42)
(15)
2,000
The Group company dividends paid to minority shareholders mainly referred to the Brazil Business Unit for 86
million euros. 2021 dividends mainly referred to the Brazil Business Unit for 55 million euros.
The Reserve for exchange differences on translating foreign operations attributable to non-controlling interest
showed a negative balance of 973 million euros at December 31, 2022 (negative for 1,155 million euros at
December 31, 2021), relating entirely to exchange differences arising from the translation into euros of the
financial statements of the companies belonging to the Brazil Business Unit.
Future potential changes in share capital
Details of “Future potential changes in share capital” are presented in the Note “Earnings per share”.
TIM Group Consolidated
financial statements
Note 15
Equity
177
NOTE 16
NON-CURRENT AND CURRENT FINANCIAL
LIABILITIES
Non-current and current financial liabilities (gross financial debt) are broken down as follows:
(million euros)
Non-current financial liabilities for financing contracts and others
Financial payables (medium/long-term):
Bonds
Convertible bonds
Amounts due to banks
Other financial payables
12/31/2022
Other medium/long-term financial liabilities:
Hedging derivatives relating to hedged items classified as non-current
assets/liabilities of a financial nature
Non-hedging derivatives
Other liabilities
Non-current financial liabilities for lease contracts
Total non-current financial liabilities
Current financial liabilities for financing contracts and others
Financial payables (short term):
Bonds
Convertible bonds
Amounts due to banks
Other financial payables
Other short-term financial liabilities:
Hedging derivatives relating to hedged items classified as current
assets/liabilities of a financial nature
Non-hedging derivatives
Other liabilities
(a)
(b)
c=(a+b)
Current financial liabilities for lease contracts
Total current financial liabilities (*)
Financial liabilities directly associated with Discontinued
operations/Non-current assets held for sale
Total Financial liabilities (Gross financial debt)
(d)
(e)
f=(d+e)
(g)
h=(c+f+g)
12/31/2021
17,383
—
4,394
306
22,083
1,337
17
—
1,354
23,437
4,064
27,501
1,514
1,998
2,099
236
5,847
62
36
—
98
5,945
651
6,596
—
34,097
15,259
—
5,898
305
21,462
234
43
—
277
21,739
4,597
26,336
2,799
—
1,766
195
4,760
193
86
—
279
5,039
870
5,909
—
32,245
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial
instruments".
Gross financial debt according to the original currency of the transaction is as follows:
USD
GBP
BRL
YEN
ILS
EUR
Total
12/31/2022
12/31/2021
(millions of foreign
currency)
5,901
389
17,348
20,030
49
(millions of foreign
currency)
5,789
389
12,694
20,030
51
(million euros)
5,532
439
3,117
142
13
23,002
32,245
(million euros)
5,111
463
2,008
154
14
26,347
34,097
TIM Group Consolidated financial statements
Note 16
Non-current and current financial liabilities
178
For the exchange rates used for the conversion of amounts in foreign currency, see the Note "Other
information".
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:
(million euros)
Up to 2.5%
From 2.5% to 5%
From 5% to 7.5%
From 7.5% to 10%
Over 10%
Accruals/deferrals, MTM and derivatives
Total
12/31/2022
5,873
13,469
6,920
2,024
2,748
1,211
32,245
12/31/2021
8,619
12,872
7,055
1,971
1,437
2,143
34,097
Following the use of hedging instruments, on the other hand, gross financial debt by nominal interest rate
level is:
(million euros)
12/31/2022
12/31/2021
Up to 2.5%
From 2.5% to 5%
From 5% to 7.5%
From 7.5% to 10%
Over 10%
Accruals/deferrals, MTM and derivatives
Total
8,416
13,168
5,039
1,192
3,219
1,211
32,245
15,353
9,936
3,396
1,334
1,935
2,143
34,097
The maturities of financial liabilities according to the expected nominal repayment amount, as defined by
contract, are the following:
Details of the maturities of financial liabilities – at nominal repayment amount:
maturing by 12/31 of the year:
(million euros)
Bonds
Loans and other financial liabilities
Finance lease liabilities
Total
Current financial liabilities
Total
2023
2,423
962
786
4,171
1,109
5,280
2024
3,406
1,021
1,178
5,605
—
5,605
2025
2,000
1,419
593
4,012
—
4,012
2026
1,750
2,249
505
4,504
—
4,504
2027 After 2027
6,723
1,250
727
170
1,873
447
8,766
2,424
—
—
8,766
2,424
Total
17,552
6,548
5,382
29,482
1,109
30,591
The main components of financial liabilities are commented below.
Bonds are broken down as follows:
(million euros)
Non-current portion
Current portion
Total carrying amount
Fair value adjustment and measurements at amortized cost
Total nominal repayment amount
12/31/2022
15,259
2,799
18,058
(506)
12/31/2021
17,383
1,514
18,897
(559)
17,552
18,338
The nominal repayment amount of bonds totaled 17,552 million euros, down by 2,786 million euros compared
to December 31, 2021 (20,338 million euros) as a result of repayments made in 2022.
The change in bonds during 2022 was as follows:
Repayments
(millions of original currency)
Repayments
Telecom Italia S.p.A 2002-2022 reserved for subscription by employees
Telecom Italia S.p.A. 1,250 million euros 5.25% (1)
Telecom Italia S.p.A. 2,000 million euros 1.125% Convertible bond
(1) Net of buy-backs totaling 366 million euros made by the company in 2015.
Currency
Amount Repayment date
Euro
Euro
Euro
214
884
2,000
1/1/2022
2/10/2022
3/26/2022
TIM Group Consolidated financial statements
Note 16
Non-current and current financial liabilities
179
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 buy-backs, and also at market value:
Currency
Coupon
Issue date Maturity
date
Issue price
(%)
Market
price at
12/31/2022
(%)
Market
value at
12/31/2022
(million
euros)
Total
(millions)
Nominal
repayment
amount
(million
euros)
1/16/2015 1/16/2023
5/19/2006 5/19/2023
1/19/2017 7/19/2023
1/20/2016 1/19/2024
1/11/2019 4/11/2024
5/30/2014 5/30/2024
4/15/2019 4/15/2025
9/30/2016 9/30/2025
6/28/2018 1/28/2026
5/25/2016 5/25/2026
10/12/2017 10/12/2027
1/18/2021 1/18/2029
3/17/2005 3/17/2055
1,000
375
1,000
750
1,250
1,500
1,000
1,000
750
1,000
1,250
1,000
670
3.250%
5.875%
2.500%
3.625%
4.000%
5.303%
2.750%
3.000%
2.875%
3.625%
2.375%
1.625%
5.250%
1,000
423
1,000
750
1,250
1,406
1,000
1,000
750
1,000
1,250
1,000
670
12,499
Bonds issued by TIM S.p.A.
Euro
GBP
Euro
Euro
Euro
USD
Euro
Euro
Euro
Euro
Euro
Euro
Euro
Subtotal
Bonds issued by Telecom Italia Finance S.A. and guaranteed by TIM S.p.A.
Euro
Subtotal
Bonds issued by Telecom Italia Capital S.A. and guaranteed by TIM S.p.A.
USD
USD
USD
USD
Subtotal
Bonds issued by TIM S.A.
BRL
Subtotal
Total
937.5
937.5
937.5
937.5
3,750
1,000
1,000
1,000
1,000
IPCA+4.1682%
1,015
1,015
288
288
17,552
7.750%
1,600
1,015
6.375%
10/29/2003 11/15/2033
6.000% 10/06/2004 9/30/2034
7/18/2006 7/18/2036
7.200%
6/04/2008 6/04/2038
7.721%
1/24/2003 1/24/2033
6/15/2021 6/15/2028
99.446
99.622
99.288
99.632
99.436
100
99.320
99.806
100
100
99.185
99.074
99.667
99.915
99.331
98.668
97.978
97.690
94.785
95.816
93.064
91.261
93.595
84.352
76.481
74.328
(a) 109.646
105.749
99.558
99.081
99.440
100
81.924
76.235
81.424
83.681
100
100
999
420
987
735
1,221
1,333
958
931
684
936
1,054
765
498
11,521
1,073
1,073
768
715
763
785
3,031
288
288
15,913
(a) Weighted average issue price for bonds issued with more than one tranche.
The regulations and the Offering Circulars relating to the bonds of the TIM Group are available on the
corporate website gruppotim.it.
On January 20, 2023, TIM issued a 5-year Bond for an amount of 850 million euros, coupon 6.875%.
Medium/long-term amounts due to banks totaled 5,898 million euros (4,394 million euros at December 31,
2021). On July 6, 2022, TIM stipulated a loan with a pool of leading international banks, which benefits from the
“Italy Guarantee” (in accordance with art. 1, subsection 1 of Decree-Law no. 23 of April 8, 2020 as subsequently
amended and supplemented) for an amount of 2 billion euros. Short-term amounts due to banks totaled 1,766
million euros (2,099 million euros at December 31, 2021) and included 845 million euros of the current portion
of medium/long-term amounts due to banks and 495 million euros in repurchase agreements due by April
2023.
The other medium/long-term financial payables totaled 305 million euros (306 million euros at December 31,
2021), 140 million euros of which refer to the Telecom Italia Finance S.A. loan for JPY 20,000 million, maturing
in 2029. Short-term other financial payables amounted to 195 million euros (236 million euros at December 31,
2021) and included 19 million euros of the current portion of medium/long-term other financial payables.
Medium/long-term financial liabilities for lease contracts amounted to 4,597 million euros (4,064 million
euros at December 31, 2021), whilst short-term payables totaled 870 million euros (651 million euros at
December 31, 2021) and included 856 million euros in the current portion of financial liabilities for
medium/long-term lease contracts.
With reference to the finance lease liabilities recognized in 2022 and 2021, the following is noted:
(million euros)
Principal reimbursements
Cash out interest portion
Total
2022
708
315
1,023
2021
604
263
867
TIM Group Consolidated financial statements
Note 16
Non-current and current financial liabilities
180
Hedging derivatives relating to items classified as non-current financial liabilities amount to 234 million euros
(1,337 million euros at December 31, 2021). Hedging derivatives relating to items classified as current liabilities
of a financial nature totaled 193 million euros (62 million euros at December 31, 2021).
Non-hedging derivatives classified as non-current financial liabilities came to 43 million euros (17 million euros
at December 31, 2021), while non-hedging derivatives classified under current financial liabilities amounted to
86 million euros (36 million euros at December 31, 2021). 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.
Covenants and negative pledges in place at December 31, 2022
Bonds issued by TIM S.p.A., Telecom Italia Finance S.A. and Telecom ltalia Capital S.A. do not contain financial
covenants (e.g. ratios such as Debt/EBITDA, EBITDA/Interest, etc.) or clauses that result in the automatic early
redemption of the bonds in relation to events other than the insolvency of the TIM Group; furthermore, the
repayment of the bonds and the payment of interest are not covered by specific guarantees nor are there
commitments provided relating to the assumption of future guarantees, except for the full and unconditional
guarantees provided by TIM S.p.A. for the bonds issued by Telecom Italia Finance S.A. and Telecom Italia
Capital S.A..
Since these bonds have been placed principally with institutional investors in main world capital markets
(Euromarket and USA), the terms which regulate the bonds are in line with the market practice for similar
transactions effected on these same markets.
Regarding loans taken out by TIM from the European Investment Bank (EIB), on May 19, 2021, TIM entered into
a new loan for an amount of 230 million euros, in support of projects to digitize the country. In addition, on
that same date, it extended the loan signed in 2019 (for an initial amount of 350 million euros) for an
additional amount of 120 million euros.
Therefore, at December 31, 2022 the nominal total of outstanding loans with the EIB was 700 million euros, all
drawn down and not backed by bank guarantee.
The two EIB loans signed on November 25, 2019 and May 19, 2021 contain the following covenants:
■
in the event the company becomes the target of a merger, demerger or conferral of a business segment
outside the TIM Group, or sells, disposes of or transfers assets or business segments (except in certain
cases, expressly provided for), it shall immediately inform the EIB which shall have the right to ask for
guarantees to be provided or changes to be made to the loan contract, or, only for certain loan
agreements, the EIB shall have the option to demand the immediate repayment of the loan (should the
merger, demerger or contribution of a business segment outside the TIM Group compromise the Project
execution or cause a prejudice to EIB in its capacity as creditor);
■ TIM undertook to ensure that, for the entire duration of the loan, the total financial debt of the TIM Group
companies other than TIM – except for the cases when that debt is fully and irrevocably secured by TIM – is
lower than 35% (thirty-five percent) of the TIM Group's total financial debt;
■
■
“Inclusion clause", under which, in the event TIM commits to uphold financial covenants in other loan
contracts (and even more restrictive clauses,
instance, cross default clauses and
commitments restricting the sale of goods) that are not present in or are stricter than those granted to the
EIB, the EIB will have the right – if, in its reasonable opinion, it considers that such changes may have a
negative impact on TIM's financial capacity – to request the provision of guarantees or an amendment of
the loan contract in order to establish an equivalent provision in favor of the EIB;
including, for
"Network Event", under which, in the event of the disposal of the entire fixed network or of a substantial
part of it (in any case, more than half in quantitative terms) to third parties not controlled by the Company,
or in the event of disposal of the controlling interest in the company in which the network or a substantial
part of it has previously been transferred, TIM must immediately inform the EIB, which may then opt to
demand collateral or an amendment of the loan agreement or choose an alternative solution.
The TIM loan agreements do not contain any financial covenants (e.g. Debt/EBITDA, EBITDA/interest ratios,
etc.), failure to comply with which would entail an obligation to repay the loan in place, with the exception of
the loan signed on July 6, 2022, which is backed by the “Italy Guarantee” (in accordance with art. 1, subsection
1 of Decree-Law no. 23 of April 8, 2020, as subsequently amended and supplemented).
The loan agreements contain the usual other types of covenants, including the commitment not to pledge the
Company’s assets as collateral for loans (negative pledge) and the commitment not to change the business
purpose or sell the assets of the Company unless specific conditions exist (e.g. the sale takes place at fair
market value). Covenants with basically the same content can be found in the export credit loan agreement.
In the loan agreements and the bonds, TIM is required to provide notification of change of control.
Identification of the occurrence of a change of control and the applicable consequences – including, at the
discretion of the investors, the establishment of guarantees or the early repayment of the amount paid in cash
or as shares and the cancellation of the commitment in the absence of agreements to the contrary – are
specifically covered in the individual agreements.
In addition, the outstanding loans generally contain a commitment by TIM, whose breach is an Event of
Default, not to implement mergers, demergers or transfers of business, involving entities outside the Group.
Such an Event of Default may entail, upon request of the Lender, the early redemption of the drawn amounts
and/or the annulment of the undrawn commitment.
TIM Group Consolidated financial statements
Note 16
Non-current and current financial liabilities
181
The documentation of the loans granted to certain companies of the TIM Group generally contain obligations
to comply with certain financial ratios, as well as the usual other covenants, under penalty of a request for the
early repayment of the loan.
Finally, as at December 31, 2022, no covenant, negative pledge or other clause relating to the aforementioned
debt position had in any way been breached or violated.
Revolving Credit Facility and Term Loan
The following table shows committed credit lines(*) available at December 31, 2022:
(billion euros)
12/31/2022
Sustainability-linked RCF - May 2026
Total
Agreed
4.0
4.0
Drawn down
—
—
12/31/2021
Agreed
4.0
4.0
Drawn down
—
—
(*) In accordance with the contract signed, the Banks have committed to make the funds available on demand (with at least 3 days’ notice). As this
is a “Committed” line, the banks have no mechanisms in place not to honor the request for funds made by the Company, without prejudice to the
market standard early mandatory cancellation clauses (Natural contract expiry, Change in control, Borrower illegality, Events of default).
On July 6, 2022, TIM stipulated a new loan with a pool of leading international banks, which benefits from the
“Italy Guarantee” (in accordance with art. 1, subsection 1 of Decree-Law no. 23 of April 8, 2020 as subsequently
amended and supplemented) for an amount of 2 billion euros.
Rating at December 31, 2022
At December 31, 2022, the three rating agencies – Standard & Poor’s, Moody’s and Fitch Ratings – rated TIM as
follows:
STANDARD & POOR'S
MOODY'S
FITCH RATINGS
Rating
B+
B1
BB-
Outlook
Negative
Negative
Negative
TIM Group Consolidated financial statements
Note 16
Non-current and current financial liabilities
182
NOTE 17
NET FINANCIAL DEBT
The table below shows the breakdown of net financial debt of the TIM Group at December 31, 2022 and
December 31, 2021, determined in accordance with the provisions of the “Guidelines on disclosure requirements
under the Prospectus Regulation” issued by the ESMA (European Securities & Markets Authority) on March 4,
2021 (ESMA32-382-1138) and incorporated by Consob with its Note of Attention no. 5/21 dated April 29, 2021.
This table also shows the reconciliation of the net financial debt determined according to the aforementioned
criteria indicated by the ESMA and net financial debt calculated according to the criteria of the TIM Group.
(million euros)
Liquid assets with banks, financial institutions and post offices
Other cash and cash equivalents
Securities other than investments
Liquidity
Current financial debt (including debt instruments, but excluding
the current portion of non-current financial debt)
Current portion of non-current financial debt
Current financial debt
Net current financial debt
Non-current financial debt (excluding the current part and debt
instruments)
Debt instruments
Trade payables and other non-current debt (**)
Non-current financial debt
Total net financial debt as per ESMA guidelines 32-382-1138
Trade payables and other non-current debt (**)
Non-current financial receivables arising from lease contracts
Current financial receivables arising from lease contracts
Financial receivables and other current financial assets
Other financial receivables and other non-current financial assets
Financial assets/liabilities relating to discontinued operations/non-
current assets held for sale
Subtotal
Net financial debt carrying amount (*)
Reversal of fair value measurement of derivatives and related
financial liabilities/assets
Adjusted Net Financial Debt
(a)
(b)
(c)
(d=a+b+c)
(e)
(f)
(g=e+f)
(h=g-d)
(i)
(j)
(k)
(l=i+j+k)
(m=h+l)
(n)
(p=m+n)
(q)
(r=p+q)
12/31/2022
2,622
933
1,446
5,001
12/31/2021
6,092
812
2,249
9,153
1,115
4,663
5,778
777
9,523
15,259
117
24,899
25,676
(117)
(49)
(69)
(23)
(48)
—
(306)
25,370
(6)
25,364
1,538
4,937
6,475
(2,678)
8,083
17,383
81
25,547
22,869
(81)
(45)
(56)
(21)
(250)
—
(453)
22,416
(229)
22,187
(*) 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".
(**) Mainly include the payables of the Brazil Business Unit for the purchase and renewal of telecommunications licenses (55 million euros at
December 31, 2022), also including the payable due to Entidade Administradora da Conectividade de Escolas (EACE) for the development of certain
infrastructural projects in Brazil in connection with the assignment of the rights of use of frequencies for 5G services.
TIM Group Consolidated financial statements
Note 17
Net financial debt
183
Additional cash flow information required by IAS 7
(million euros)
12/31/2021
Cash movements
Receipts
and/or
issues
Payments and/or
reimbursements Exchange
differences
Non-cash movements
Fair value
changes
Other
changes
and
reclassifica-
tions
12/31/2022
Financial payables (medium/long-
term):
Bonds
Convertible bonds
Amounts due to banks
Other financial payables
of which short-term
Medium/long-term finance lease
liabilities:
of which short-term
Other medium/long-term financial
liabilities:
Hedging derivative liabilities relating
to hedged items classified as non-
current assets/liabilities of a financial
nature
Non-hedging derivative liabilities
Other liabilities
of which short-term
Financial payables (short term):
Amounts due to banks
Other financial payables
Financial liabilities directly
associated with Discontinued
operations/Non-current assets held
for sale:
Total Financial liabilities (Gross
financial debt)
Hedging derivative receivables
relating to hedged items classified as
current and non-current
assets/liabilities of a financial nature
Non-hedging derivative receivables
Total
18,897
1,998
5,180
321
26,396
4,313
4,712
4,712
648
1,399
52
—
1,451
97
1,313
225
1,538
—
—
(a)
(b)
(c)
(d)
(e)
(1,098)
(2,000)
(804)
(5)
(3,907)
(708)
(708)
2,288
2,288
254
254
—
—
—
—
—
312
40
7
359
161
161
7
7
4
4
(46)
(46)
(7)
2
39
1
35
1,034
1,034
—
(972)
50
(922)
16
16
(2)
(2)
(392)
(33)
(425)
18,058
—
6,743
324
25,125
3,663
5,453
5,453
856
427
125
—
552
275
921
194
1,115
—
—
—
—
—
—
(f=a+b+c+d+e)
34,097
2,542
(4,615)
531
(970)
660
32,245
(g)
(h)
(i=f-g-h)
2,015
141
31,941
2,542
(4,615)
267
(1)
265
(770)
23
(223)
7
3
650
1,519
166
30,560
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.
(million euros)
Interest expense paid
Interest income received
Net total
2022
(1,668)
562
(1,106)
2021
(1,440)
437
(1,003)
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:
(million euros)
Interest expense paid
Interest income received
Net total
(1,297)
191
(1,106)
(1,104)
101
(1,003)
2022
2021
TIM Group Consolidated financial statements
Note 17
Net financial debt
184
NOTE 18
FINANCIAL RISK MANAGEMENT
Financial risk management objectives and policies of the TIM
Group
The TIM Group is exposed to the following financial risks in the ordinary course of its business operations:
■ Market risk: stemming from changes in interest rates and exchange rates in connection with financial
assets that have been originated and financial liabilities that have been assumed;
■ Credit risk: representing the risk of non-fulfillment of obligations undertaken by the counterparty with
regard to the liquidity investments of the Group;
■ Liquidity risk: connected with the need to meet short-term financial commitments.
These financial risks are managed by:
■
■
■
■
■
the establishment, at central level, of guidelines for directing operations;
the work of an internal committee that monitors the level of exposure to market risks in accordance with
pre-established general objectives;
the identification of the most suitable financial instruments, including derivatives, to reach pre-established
objectives;
the monitoring of the results achieved;
the exclusion of the use of financial instruments for speculative purposes.
The policies for the management and the sensitivity analyses of the above financial risks by the TIM Group are
described below.
Identification of risks and analysis
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 defines an optimum composition of its debt structure by balancing fixed and variable-rates and
uses derivative financial instruments to achieve that debt composition. In consideration of the Group's
operating activities, the optimum combination of medium/long-term non-current financial liabilities has been
identified, on the basis of the nominal value, in the 65%-85% range for the fixed-rate component and in the
15%-35% range 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:
■
Interest Rate Swaps (IRS), to modify the profile of the original exposure to interest rate risks on loans and
bonds, both fixed and variable;
■ Cross Currency and Interest Rate Swaps (CCIRS) and Currency Forwards, to convert loans and bonds issued
in currencies other than euro – principally in US dollars and British pounds – to the functional currencies of
the operating companies.
Derivative financial instruments are designated as fair value hedges for managing exchange rate and interest
rate risks on instruments denominated in currencies other than euro and for managing interest rate risk on
fixed-rate 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 banking and financial counterparties with at least a
“BBB-” rating from Standard & Poor’s or an equivalent rating and a non-negative outlook. 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:
■ sensitivity analyses were performed by applying reasonably likely changes in the relevant risk variables to
the amounts in the consolidated financial statements at December 31, 2022;
■ changes in value of fixed-rate financial instruments, other than derivatives, produced by changes in the
reference interest rates, generate an impact on profit only when, in accordance with IAS 39 and IFRS 9,
they are accounted for at their fair value through profit and loss. All fixed-rate instruments, which are
accounted for at amortized cost, are not subject to interest rate risk as defined by IFRS 7;
■
in the case of fair value hedge relationships, fair value changes of the underlying hedged item and of the
derivative instrument, due to changes in the reference interest rates, offset each other almost entirely in
the income statement for the year. As a result, these financial instruments are not exposed to the interest
rate risk;
TIM Group Consolidated financial
statements
Note 18
Financial risk management
185
■ changes in the value of designated financial instruments in a cash flow hedge relationship, produced by
changes in interest rates, generate an impact on the debt level and on equity; accordingly, they are
included in this analysis;
■
the changes in value, produced by changes in the reference interest rates, of variable-rate financial
instruments, other than derivatives, which are not part of a cash flow hedge relationship, generate an
impact on the finance income and expenses for the year; accordingly they are included in this analysis.
Exchange rate risk – Sensitivity analysis
At December 31, 2022 (and also at December 31, 2021), the exchange rate risk of the Group’s loans
denominated in currencies other than the functional currency of the single companies' financial statements
was hedged in full. Accordingly, a sensitivity analysis was not performed on the exchange rate risk.
Interest rate risk – Sensitivity analysis
The change in interest rates on the variable component of payables and liquidity may lead to higher or lower
finance income and expenses, while changes in the level of the expected interest rate affect the fair value
measurement of the Group's derivatives. In particular:
■ with regard to derivatives that convert the liabilities contracted by the Group to fixed rates (cash flow
hedging), in line with international accounting standards that regulate hedge accounting, the fair value
(mark-to-market) measurement of such instruments is set aside in a specific unavailable Equity reserve.
The combined change of the numerous market variables to which the mark-to-market calculation is
subject between the transaction inception date and the measurement date renders any assumption about
the trend of the variables of little significance. As the contract expiration date approaches, the accounting
effects described will gradually be absorbed until they cease to exist;
■
if at December 31, 2022 the interest rates in the various markets in which the TIM Group operates had been
100 basis points higher/lower compared to the actual rates, then higher/(lower) finance expenses, before
the income tax effect, would have been recognized in the consolidated income statement of 53 million
euros (-18 million euros at December 31, 2021).
Refer to Note "Accounting Policies" for the potential risk generated by the reform of benchmark interest rates.
Allocation of the financial structure between fixed rate and variable
rate
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. These
tables have been prepared by taking into account the nominal repayment/investment amount (since 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 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 (as in the
case of bank deposits), has been considered in the variable rate category.
Total Financial liabilities (at the nominal repayment amount)
(million euros)
Bonds
Loans and other financial liabilities
Total non-current financial liabilities
(including the current portion of
medium/long-term financial liabilities)
Total current financial liabilities (*)
Total
12/31/2022
Variable
rate
Fixed rate
Total
Fixed rate
12/31/2021
Variable
rate
Total
15,564
5,414
1,988
6,516
17,552
11,930
19,571
5,012
767
4,946
20,338
9,958
20,978
689
21,667
8,504
420
8,924
29,482
1,109
30,591
24,583
1,264
25,847
5,713
272
5,985
30,296
1,536
31,832
Total Financial assets (at the nominal investment amount)
(million euros)
Cash and cash equivalents
Securities
Other receivables
Total
12/31/2022
Variable
rate
Fixed rate
Total
Fixed rate
12/31/2021
Variable
rate
Total
—
1,520
1,085
2,605
2,621
908
63
3,592
2,621
2,428
1,148
6,197
—
1,421
1,008
2,429
6,092
1,616
51
7,759
6,092
3,037
1,059
10,188
With regard to variable-rate financial instruments, the contracts provide for revisions of the related
parameters to take place within the subsequent 12 months.
TIM Group Consolidated financial
statements
Note 18
Financial risk management
186
Effective interest rate
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, which is provided by class of financial asset and liability, has been determined, for purposes of
calculating the weighted average, using the carrying amount adjusted by accruals, prepayments, deferrals and
fair value adjustments: this is therefore the amortized cost, net of accruals and any changes in fair value, as a
consequence of hedge accounting.
Total Financial liabilities
(million euros)
Bonds
Loans and other financial liabilities
Total
Total Financial assets
(million euros)
Cash and cash equivalents
Securities
Other receivables
Total
12/31/2022
12/31/2021
Adjusted carrying
amount
17,504
13,530
31,034
Effective interest
rate (%)
4.67
4.78
4.72
Adjusted carrying
amount
20,249
11,705
31,954
Effective interest
rate (%)
4.32
3.21
3.91
12/31/2022
12/31/2021
Adjusted carrying
amount
2,621
2,428
188
5,237
Effective interest
rate (%)
0.93
1.28
3.11
1.17
Adjusted carrying
amount
6,092
3,037
364
9,493
Effective interest
rate (%)
0.00
1.08
3.40
0.47
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
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.
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, excluding guarantees received, described in
the Note "Disputes and pending legal actions, 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.
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 recognizes expected credit losses over the following 12 months, or over the residual life of the asset in
the event of a substantial worsening of 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).
The model adopted to calculate the expected credit loss is based on the Bloomberg Credit Risk Model, a model
developed by Bloomberg which, starting from Merton's distance-to-default (“DD”) concept, estimates the
probability of default together with the recovery rate. At the same time, the loss given default is defined as the
non-recoverable component of the post-default financial asset.
In particular, the DD - based on balance sheet data - is enriched with a series of additional information by
country (macroeconomic, risk), business sector and individual company, as well as accounting adjustments
aimed at ensuring uniformity of the model's outputs; finally, through a non-linear function of the DD, the
default probability is obtained.
In order to improve credit risk management and relieve pressure on working capital, with specific reference to
the offers for the Consumer market involving the option of paying for products by installments, starting
February 1, 2021, the company TIMFin has been operating, the result of the corporate joint venture between
Santander Consumer Bank (SCB) and TIM.
TIM Group Consolidated financial
statements
Note 18
Financial risk management
187
In 2022, TIMFin expanded the areas of operation, offering finance to also support sales made on the web store
channel Tim.it, in addition to covering the physical stores as it had already been doing since the first year of
operation.
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:
■ Money market management: the investment of temporary excess cash resources;
■ Bond portfolio management: the investment of medium-term liquidity, as well as the improvement of the
average yield of the assets.
In order to mitigate 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 and with a non-negative outlook, and 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 risk level. 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.
Liquidity risk
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.
At December 31, 2022, the liquidity margin available for the TIM Group is 9,001 million euros, with a decrease of
4,152 million euros with respect to end 2021 (13,153 million euros). Moreover, on January 20, 2023, TIM issued a
5-year Bond for an amount of 850 million euros and a coupon of 6.875%.
17% of gross financial debt at December 31, 2022 (nominal repayment amount) will become due in the next 12
months.
Current financial assets at December 31, 2022, together with unused committed bank lines, are sufficient to
fully cover the Group’s financial liabilities due for the next 18 months.
The following tables report the contractual cash flows, not discounted to present value, related 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, 2022. The portions of principal and interest of the hedged
liabilities includes both the disbursements and the receipts of the related hedging instruments. Specifically, the
interest portions of "Loans and other financial liabilities" also include those relating to derivatives hedging for
both loans and bonds.
Financial liabilities – Maturities of contractually expected disbursements
maturing by 12/31 of the year:
(million euros)
Bonds
Loans and other financial liabilities (*)
Finance lease liabilities
Non-current financial liabilities
Current financial liabilities
Total
Principal
Interest portion
Principal
Interest portion
Principal
Interest portion
Principal
Interest portion
Principal
Interest portion
Principal
Interest portion
(*) These include hedging and non-hedging derivatives.
2023
2026
2024
653
772
480
962 1,021 1,419 2,249
108
32
(70)
505
786 1,178
231
345
405
2027
2025
2,423 3,406 2,000 1,750 1,250
419
539
727
(82)
(12)
447
593
199
286
4,171 5,605 4,012 4,504 2,424
1,285 1,030
536
813
1,109 — — — —
25 — — — —
5,280 5,605 4,012 4,504 2,424
536
813
1,310 1,030
641
641
After
2027
6,723
3,611
170
(854)
1,873
753
Total
17,552
6,474
6,548
(878)
5,382
2,219
8,766 29,482
7,815
3,510
1,109
—
25
—
8,766 30,591
7,840
3,510
TIM Group Consolidated financial
statements
Note 18
Financial risk management
188
Derivatives on financial liabilities – Contractually expected interest flows
maturing by 12/31 of the year:
(million euros)
2023
306
(423)
2024
247
(369)
2025
223
(334)
2026
223
(334)
Disbursements
Receipts
Hedging derivatives – net (receipts)
disbursements
Disbursements
Receipts
Non-Hedging derivatives – net (receipts)
disbursements
Total net disbursements (receipts)
Market value of derivative instruments
In order to determine the fair value of derivatives, the TIM Group uses various valuation models.
(122)
193
(145)
(112)
139
(135)
(111)
154
(141)
(111)
70
(41)
(117)
334
(237)
4
(108)
13
(98)
97
(20)
29
(82)
48
(74)
2027
222
(334)
After
2027
1,522
(2,454)
Total
2,743
(4,248)
(1,505)
1,033
(847)
186
(1,319)
(932)
143
(148)
(5)
(937)
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, is
not 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 denomination currencies.
Options are measured according to the Black & Scholes or Binomial models and involve the use of various
measurements factors, such as: the lifetime horizon of the option, the risk-free rate of return, current price,
volatility and any cash flows (e.g. dividend) of the underlying financial instrument, and the exercise price.
NOTE 19
DERIVATIVES
For hedge accounting we continued to apply the rules established by IAS 39.
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 existing at December 31, 2022 are principally used to manage debt positions.
They include interest rate swaps (IRSs) used to reduce the interest rate exposure of fixed-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: economic relationship between underlying
instrument and derivatives
Hedging relationships recorded in hedge accounting at 12/31/2022 belong to two categories: i) hedging of the
fair value of bond issues denominated in euros and ii) hedging of cash flows from income flows of bond issues
and future trade items 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 current value of both the underlying and derivative instruments, depends on the
structure of the Euro market interest rates at the basis of the calculation of discount factors and floating
interest flows of the derivative. In particular, interest rate fluctuations translate as changes in the discount
factors of the fixed-interest expense flow on the underlying instrument; 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 induced on the derivative are opposite, in accounting
terms, to the effects on the underlying instrument.
In the second case, relating to the bond issues, 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 foreign currency income flows into fixed rate euro
flows. In this case, exchange rate fluctuations will usually produce physiologically opposite effects on the
TIM Group Consolidated financial
statements
Note 18
Financial risk management
189
underlying instrument and on the derivative, as the receivable leg of the latter faithfully reflects the underlying
instrument, while the payable leg is denominated in euros, and is therefore insensitive to the exchange rate.
As regards the commercial forecast transactions, the risk hedged is always ascribed to the variability of the
cash flow linked to exchange rates, but the hedge is assured through an active deposit denominated in the
same currency as the items hedged; the write-backs/write-downs of the deposit in foreign currency generated
by oscillations in the exchange rate are structurally the same and opposite to the impacts produced on the
underlying items.
Hedges: determination of the hedge ratio
The types of hedging implemented by the Group require the adoption of a hedge ratio equal to 1:1, as the
types of risk hedged (interest rate and exchange rate risks) are such as to generate economic effects in the
underlying instruments that can only be offset by the same notional quantities of derivative instruments.
Hedges: potential sources of ineffectiveness
The contractualization of derivatives to hedge financial risks takes place at arm's length and aims to
completely neutralize the effects produced by such instruments.
However, in practice, both fair value hedges and cash flows hedges, although financially perfect, may not
guarantee an absolute accounting effectiveness due to the many counterparty banks involved, to the peculiar
nature of certain derivatives in terms, for example, of fixing and/or indexing of variable parameters, and to the
possible imperfect coincidence between critical terms.
The first table indicates total financial derivatives of the TIM Group at December 31, 2022 and 2021; in
compliance with standard IFRS 7, notional amounts are shown with reference to all the derivative instruments
involved in the hedges.
The following tables break down 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
(million euros)
Hedged risk
Notional
amount at
12/31/2022
Notional
amount at
12/31/2021
Interest rate risk
Interest rate risk and
currency exchange rate
risk
Interest rate swaps
Cross Currency and
Interest Rate Swaps
(CCIRS)
Total Fair Value Hedge Derivatives
Interest rate swaps
Cross Currency and
Interest Rate Swaps
(CCIRS)
Total Cash Flow Hedge Derivatives
Total Non-Hedge Accounting Derivatives
Total TIM Group's Derivatives
Interest rate risk
Interest rate risk and
currency exchange rate
risk
300
—
300
4,994
5,184
10,178
2,638
13,116
300
—
300
4,855
5,195
10,050
2,702
13,052
Mark to Market
Spot* (Clean
Price) at
12/31/2022
—
Spot Mark-to-
Market* (Clean
Price) at
12/31/2021
3
—
—
249
770
1,019
23
1,042
—
3
375
173
548
60
611
* The Spot Mark-to-Market above represents the market valuation of the derivative, net of the accrued portion of the flow in progress.
The positions in non hedge accounting derivatives also include IRS Euros for a total notional amount of 1,400
million euros; specifically, these are fair value hedges of bond loans in euros, maturing in January 2024 and
which were discontinued in 2021.
In the same item the following are also noted:
■
the value - equal to a fair value of 15 million euros (liabilities) - of the rights envisaged in the Transaction
Agreement in the favor of Teemo Bidco Sarl, as minority shareholder, under the scope of the FiberCop
transaction;
■
the value of the right held by TIM Brasil to subscribe shares of the Brazilian C6 Bank - of 112 million euros
- on the basis of a commercial agreement signed by the two companies in March 2020.
TIM Group Consolidated
financial statements
Note 19
Derivatives
190
Fair value hedges
(million euros)
Accounting item
Notional
value
Carrying
amount
Change in
fair value
for the
year
Interest rate swaps
Assets
Liabilities
Cross Currency and Interest Rate
Swaps (CCIRS)
Assets
Liabilities
Derivative instruments (spot value)
Accruals
Derivative instruments (gross value)
Underlying instruments (1)
of which fair value adjustment
Hedging derivatives relating to
hedged items classified as current
-
financial
assets/liabilities
Current/non-current assets.
a)
300
Hedging derivatives relating to
hedged items classified as current
-
financial
assets/liabilities
Current/non-current assets.
b)
—
a)+b)
300
Bonds
liabilities
-
Current/non-current
300
value
Fair
and
measurements at amortized cost
adjustment
c)
Ineffectiveness
Fair value adjustment for hedging
settled in advance (2)
(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.
a)+b)+c)
(3)
—
(3)
3
1
—
—
—
—
—
—
—
1
1
(300)
—
(83)
TIM Group Consolidated
financial statements
Note 19
Derivatives
191
Cash flow hedges
(million euros)
Accounting item
Notional
value
Carrying
amount
Change in
fair value
for the year
Change in
cumulative
fair value
Interest rate swaps
Assets
Liabilities
Cross Currency and Interest Rate
Swaps (CCIRS)
Hedging
derivatives
relating to hedged items
classified
current
as
financial assets/liabilities -
Current/non-current
assets.
Hedging
derivatives
relating to hedged items
classified
current
as
financial assets/liabilities -
Current/non-current
assets.
a)
4,994
249
(126)
403
(154)
(727)
601
b)
5,184
770
597
Assets
Liabilities
Derivative instruments (spot value)
Accruals
Derivative instruments (gross
value)
of which equity reserve gains and
losses
Determination of ineffectiveness
Change in derivatives
Change in underlying instruments (3)
a)+b)
10,178
c)
d)
Ineffectiveness (4)
Equity reserve
Equity reserve balance
of which due to the fair value of
hedging settled in advance
Reclassification to P&L
Positive
fair
value
adjustment of
financial
derivatives - non-hedging
c)+d)
Negative reversal of the
reserve for the fair value
adjustment of hedging
derivatives (cash flow
hedges)
981
(211)
1,019
73
1,092
87
—
227
371
471
225
11
253
(253)
6
(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 instrument; 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 254 million euros.
Changes in the equity cash flow
hedge reserve
(million euros)
Balance
12/31/2021
Change
Hedging
instrument gains
/ losses
Reversal from
reclassification
Reversal from
fair value
adjustment of
hedging settled
in advance
(167)
Change in the effective fair
value of derivatives
Change in the CVA/DVA
Reversal for ineffectiveness 2019
Amortization in P&L of the fair
value of hedging settled in
advance
Other
Overall change
None of the parameters represented includes any income tax effect.
225
33
11
Balance
12/31/2022
Other
87
(15)
—
254
TIM Group Consolidated
financial statements
Note 19
Derivatives
192
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:
Denomination
currency
Hedging of
rate in euro
Rate applied
Interest
period
Start of
period
End of
period
Notional amount
in denomination
currency
(millions)
GBP
JPY*
JPY**
USD
USD
USD
USD
USD
375
20,000
20,000
1,000
1,500
1,000
1,000
1,000
Jan-23 May-23
Jan-23 Oct-29
Jan-23 Oct-29
Jan-23 Nov-33
Jan-23 May-24
Jan-23 Sept-34
July-36
Jan-23
Jun-38
Jan-23
Hedging of
notional
amount in
euro
(millions)
552
174
138
849
1,099
794
791
645
5.535%
5.940%
0.696%
5.994%
4.226%
4.332%
5.884%
7.470%
5.875%
Annually
5.000% Semiannuall
y
0.750% Semiannuall
y
6.375% Semiannuall
y
5.303% Semiannuall
y
6.000% Semiannuall
y
7.200% Semiannuall
y
7.721% Semiannuall
y
* Income cash flows are denominated in USD and calculated on a notional amount of USD 187.6 million.
** Hedging of the sole income cash flow following a step-up on the loan.
The method selected to test the effectiveness retrospectively and, whenever the main 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 (meaning the derivative and the
item hedged) and the risk of the hedged item taken individually. In essence, the portfolio risk must be
significantly lower than the risk of the hedged item.
TIM Group Consolidated
financial statements
Note 19
Derivatives
193
NOTE 20
SUPPLEMENTARY DISCLOSURES ON FINANCIAL
INSTRUMENTS
Measurement at fair value
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 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
"Non-current and current financial liabilities"). For other types of financing, however, the following
assumptions have been made in determining fair value:
■
■
■
for variable-rate loans, the nominal repayment amount has been assumed;
for fixed-rate loans, the present value of future cash flows at the market interest rates of December 31,
2022 has been assumed;
the carrying amount has been used for some types of loans granted by government institutions for social
development purposes, for which fair value cannot be reliably calculated.
Lastly, for the majority of financial assets, their carrying amount is 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 has been classified in the three levels set
out in IFRS 7. In particular, the fair value hierarchy introduces the following levels of input:
■ Level 1: quoted prices in active markets;
■ Level 2: prices calculated using observable market inputs;
■ Level 3: prices calculated using inputs that are not based on observable market data.
The following tables contain, for assets and liabilities at December 31, 2022 and December 31, 2021 and in
accordance with the categories established by IFRS 9, the supplementary disclosures on financial instruments
required by IFRS 7 and the schedules of gains and losses. They do not include Discontinued operations/Non-
current assets held for sale and Liabilities directly associated with Discontinued operations/Non-current assets
held for sale.
Key for IFRS 9 categories
Financial assets measured at:
Amortized cost
Fair value through other comprehensive income
Fair value through profit or loss
Financial liabilities measured at:
Amortized cost
Fair value through profit or loss
Hedging Derivatives
Not applicable
Acronym
AC
FVTOCI
FVTPL
AC
FVTPL
HD
n.a.
TIM Group Consolidated
financial statements
Note 20
Supplementary disclosures on financial instruments
194
Carrying amount and fair value hierarchy for each category/class of financial asset/liability and comparison with
their fair value at 12/31/2022
(million euros)
categories Notes
IFRS 9
Amounts recognized in financial
statements
Fair value
through other
comprehensive
income
Amortized
cost
Fair value
through
separate
income
statement
Levels of hierarchy or of
fair value
Level 1 Level 2 Level 3
Carrying
amount
under IFRS
16
Fair Value
at
12/31/2022
Carrying
amount in
financial
statements
at
12/31/2022
ASSETS
Financial assets measured at
amortized cost
Non-current assets
Receivables from employees
Other financial receivables
Miscellaneous non-current
receivables
Current assets
Receivables from employees
Other short-term financial
receivables
Cash and cash equivalents
Trade receivables
Other current receivables
Contract assets
Financial assets measured at fair
value through other comprehensive
income
Non-current assets
Other investments
Securities other than investments
Current assets
Trade receivables
Securities other than investments
Financial assets measured at fair
value through profit or loss
Non-current assets
Non-hedging derivatives
Current assets
Securities other than investments
Non-hedging derivatives
Hedging Derivatives
Non-current assets
Hedging Derivatives
Current assets
Hedging Derivatives
Financial receivables for lease
contracts
Non-current assets
Current assets
Total
AC
6,888
6,888
—
—
6,888
(10)
(10)
(11)
(10)
(10)
(10)
(14)
(14)
(14)
(9)
(10)
(14)
(10)
(10)
(10)
(10)
FVTOCI
FVTPL
HD
39
9
275
21
2
3,555
2,874
96
17
39
9
275
21
2
3,555
2,874
96
17
1,156
—
1,156
—
1,156
116
—
1,040
572
119
406
47
1,519
116
—
—
1,040
—
—
—
1,518
1,435
83
20
40
56
—
1,040
572
119
406
47
1
—
1
119
—
406
47
1,435
84
—
—
6,888
2,674
573 1,502 1,705
40
572
1,519
118
49
69
118
118
10,253
(10)
1,435
(10)
84
n.a.
(10)
(10)
118
49
69
10,253
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.;
■ UV T-Growth;
■ Other minor companies.
Northgate CommsTech Innovations Partners L.P. and UV-T Growth was measured based on the latest
available Net Asset Values reported by the fund managers.
TIM Group Consolidated
financial statements
Note 20
Supplementary disclosures on financial instruments
195
The other minor companies were measured on the basis of an analysis, deemed reliable, of their main assets
and liabilities.
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.
(million euros)
categories Notes
IFRS 9
Carrying
amount in
financial
statements
at
12/31/2022
Amounts recognized in financial
statements
Fair value
through
other
comprehensi
ve income
Fair value
through
profit or
loss
Amortized
cost
Levels of hierarchy or of
fair value
Level 1 Level 2 Level 3 Carrying
amount
under
IFRS 16
Fair Value
at
12/31/2022
LIABILITIES
Financial liabilities measured at
amortized cost
Non-current liabilities
Financial payables
(medium/long-term)
Current liabilities
Financial payables (short-term)
Trade and miscellaneous
payables and other current
liabilities
Contract liabilities
Financial liabilities measured at
fair value through profit or loss
Non-current liabilities
Non-hedging derivatives
Current liabilities
Non-hedging derivatives
Hedging Derivatives
Non-current liabilities
Hedging Derivatives
Current liabilities
Hedging Derivatives
Finance lease liabilities
Non-current liabilities
Current liabilities
Total
AC/HD
31,939
31,939
29,975
(16)
21,462
21,462
(16)
4,760
(24)
(24)
5,584
133
4,760
5,584
133
FVTPL
HD
n.a.
129
43
86
427
234
193
5,467
4,597
870
37,962
(16)
(16)
(16)
(16)
(16)
(16)
129
43
86
—
—
—
427
234
193
28
86
234
193
15
—
—
—
31,939
427
129
—
541
15
129
427
5,467
4,597
870
5,467
5,404
35,935
Note that financial liabilities include a financial instrument for an amount of 15 million euros, belonging to
hierarchy level 3 of fair value, for which directly or indirectly observable prices on the market are not available.
This financial liability refers to the rights envisaged in the Transaction Agreement in the favor of Teemo Bidco
Sarl, as minority shareholder, under the scope of the FiberCop transaction.
The measurement of the economic value of the financial liability has been taken using a valuation model
defined internally by TIM. Through an econometric approach, the correlation has been first estimated between
the targets set at a national level and a series of macro economic and social-demographic variables. Then
taking into account the uncertainty as to how these variables will evolve and the market share of FiberCop,
through Monte Carlo simulation, a series of possible developments of the phenomenon was calculated and the
expected value of the financial liability, determined.
TIM Group Consolidated
financial statements
Note 20
Supplementary disclosures on financial instruments
196
Carrying amount and fair value hierarchy for each category/class of financial asset/liability and comparison with
their fair value at 12/31/2021
(million euros)
categories Notes
IFRS 9
Carrying
amount at
12/31/2021
Amounts recognized in financial
statements
Fair value
through
other
comprehensi
ve income
Fair value
through
profit or
loss
Amortized
cost
Levels of hierarchy or of
fair value
Level 1 Level 2 Level 3 Carrying
amount
under
IFRS 16
Fair Value at
12/31/2021
AC
10,115
10,115
—
—
10,115
ASSETS
Financial assets measured at
amortized cost
Non-current assets
Receivables from employees
Other financial receivables
Miscellaneous non-current
receivables
Current assets
Receivables from employees
Other short-term financial
receivables
Cash and cash equivalents
Trade receivables
Other current receivables
Contract assets
Financial assets measured at fair
value through other
comprehensive income
Non-current assets
Other investments
Securities other than investments
Current assets
Trade receivables
Securities other than investments
Financial assets measured at fair
value through profit or loss
Non-current assets
Non-hedging derivatives
Current assets
Securities other than investments
Non-hedging derivatives
Hedging Derivatives
Non-current assets
Hedging Derivatives
Current assets
Hedging Derivatives
Financial receivables for lease
contracts
Non-current assets
Current assets
Total
(10)
(10)
(11)
(10)
(10)
(10)
(14)
(14)
(14)
39
211
144
12
9
6,904
2,675
101
20
39
211
144
12
9
6,904
2,675
101
20
FVTOCI
1,671
—
1,671
—
(9)
(10)
(14)
(10)
(10)
(10)
(10)
(10)
(10)
(10)
(10)
156
—
1,515
875
100
734
41
2,015
1,935
80
101
45
56
14,777
FVTPL
HD
n.a.
22
42
156
—
—
1,515
92
—
1,515
—
—
—
2,012
1,933
79
875
100
734
41
3
2
1
100
—
734
41
1,935
80
—
—
1,671
875
2,015
10,115
3,683
878 2,341 2,178
42
101
45
56
101
101
14,777
TIM Group Consolidated
financial statements
Note 20
Supplementary disclosures on financial instruments
197
(million euros)
categories Notes
IFRS 9
Carrying
amount at
12/31/2021
Amounts recognized in financial
statements
Fair value
through
other
comprehensi
ve income
Amortized
cost
Fair value
through
profit or loss
Levels of hierarchy
or of fair value
Level 1
Level 2
Fair Value at
12/31/2021
Carrying
amount
under IFRS
16
LIABILITIES
Financial liabilities measured at
amortized cost
Non-current liabilities
Financial payables (medium/long-
term)
Current liabilities
Financial payables (short-term)
Trade and miscellaneous payables
and other current liabilities
Contract liabilities
AC/HD
35,096
35,096
(16)
22,083
22,083
(16)
(24)
(24)
5,847
7,056
110
5,847
7,056
110
Financial liabilities measured at fair
value through profit or loss
Non-current liabilities
Non-hedging derivatives
Current liabilities
Non-hedging derivatives
Hedging Derivatives
Non-current liabilities
Hedging Derivatives
Current liabilities
Hedging Derivatives
Finance lease liabilities
Non-current liabilities
Current liabilities
Total
FVTPL
HD
n.a.
53
17
36
1,399
1,337
62
(16)
(16)
(16)
(16)
(16)
(16)
4,715
4,064
651
41,263
36,077
—
—
53
1,399
53
17
36
—
—
—
1,399
1,337
62
2
36
1,337
62
35,096
1,399
53
—
1,437
4,715
4,064
651
4,715
5,542
43,071
Gains and losses by IAS 9 category - Year 2022
(million euros)
Assets measured at amortized cost
Assets and liabilities measured at fair value through profit or loss
Assets measured at fair value through other comprehensive income
Liabilities measured at amortized cost
Total
Gains and losses by IAS 9 category - Year 2021
(million euros)
Assets measured at amortized cost
Assets and liabilities measured at fair value through profit or loss
Assets measured at fair value through other comprehensive income
Liabilities measured at amortized cost
Total
IFRS 9
categories
AC
FVTPL
FVTOCI
AC
Net
gains/(losses)
2022
(181)
(141)
2
(1,056)
(1,376)
IFRS 9
categories
AC
FVTPL
FVTOCI
AC
Net
gains/(losses)
2021
(275)
(10)
5
(958)
(1,238)
of which
interest
106
940
1,046
of which
interest
62
870
932
TIM Group Consolidated
financial statements
Note 20
Supplementary disclosures on financial instruments
198
NOTE 21
EMPLOYEE BENEFITS
This item rose by 93 million euros compared to December 31, 2021. The figure breaks down as follows:
(million euros)
12/31/2020
Decrease
Increases/
Present value
Exchange
differences and
other changes
Provision for employee severance
indemnities
Provisions for pension plans
Provision for termination benefit incentives
and corporate restructuring
Total other employee benefits
Total
of which:
non-current portion
current portion (*)
(a)
(b)
(a+b)
701
23
39
62
763
724
39
(*) The current portion refers only to Other provisions for employee benefits.
20
—
8
8
28
(48)
(2)
(44)
(46)
(94)
5
—
(3)
(3)
2
12/31/2021
678
21
—
21
699
699
—
(million euros)
12/31/2021
Increases/
Present value
Decrease
Exchange
differences and
other changes
12/31/2022
Provision for employee severance
indemnities
Provision for pension and other plans
Provision for termination benefit incentives
and corporate restructuring
Total other employee benefits
Total
of which:
non-current portion
current portion (*)
(a)
(b)
(a+b)
678
21
—
21
699
699
—
(61)
(3)
224
221
160
(64)
(2)
(2)
(66)
(1)
(1)
(1)
553
16
223
239
792
684
108
(*) The current portion refers only to Other provisions for employee benefits.
The Provision for employee severance indemnities (T.F.R.) only refers to Italian companies and decreased on
the whole by 125 million euros. The decreases of 64 million euros relating to indemnities paid during the year
to employees who terminated employment or for advances.
The changes recorded in “Increases/Present value” are as follows:
(million euros)
(Positive)/negative effect of curtailment
Current service cost (*)
Finance expenses
Net actuarial (gains) losses for the year
Total
Effective return on plan assets
2021
2022
—
—
—
—
5
12
15
(73)
20
(61)
there are no assets servicing the
plan
(*) The portions intended for the INPS Treasury Fund or for the supplementary pension funds have been recorded under “Employee benefits
expenses” under “Social security expenses”. The latter account is used only for the severance indemnity expenses of companies with less than 50
employees.
The net actuarial gains recognized at December 31, 2022 amounted to 73 million euros (net actuarial gains of
15 million euros in 2021), and are essentially connected with both staff turnover and changes to the technical-
economic parameters used in the valuation: the inflation rate forecast went from 1.75% at December 31, 2021
to 2.30% at December 31, 2022; the discount rate increased, going from the 0.98% used at December 31, 2021
to 3.63% at December 31, 2022.
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 provision and payments of the
amounts obtained by employees for the reasons permitted by the applicable regulations.
TIM Group Consolidated
financial statements
Note 21
Employee benefits
199
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, employee severance indemnities have been calculated using the "Projected Unit Credit
Method" as follows:
■
■
■
the future possible benefits which could be paid to each employee registered in the program in the event
of retirement, death, disability, resignation etc. have been projected on the basis of a series of financial
assumptions (cost-of-living increases, interest rate, increase in compensation etc.). The estimate of future
benefits includes any increases for additional service seniority, as well as the estimated increase in the
compensation level at the measurement date – only for employees of companies with less than 50
employees during the year 2006;
the average present value of future benefits has been calculated, at the measurement date, on the basis
of the annual interest rate adopted and of the probability that each benefit actually has to be paid;
the liability of each company concerned has been calculated as the average present value of future
benefits that will be generated by the existing provision at the measurement date, without considering any
future accruals (for companies with at least 50 employees during the year 2006) or by identifying the
amount of the average present value of future benefits which refer to the past service already accrued by
the employee in the company at the measurement date (for the others), i.e. adopting the "service pro-
rate".
The following assumptions have been made:
FINANCIAL ASSUMPTIONS
Inflation rate
Discount rate
Employee severance indemnities annual increase rate
Annual real wage growth:
equal to or less than 40 years of age
over 40 but equal to or less than 55 years of age
over 55 years of age
DEMOGRAPHIC ASSUMPTIONS
Probability of death
Probability of disability
Probability of resignation:
up to 40 years of age
from 41 to 50 years of age
from 51 to 59 years of age
from 60 to 64 years of age
aged 65 and over
Probability of retirement
Probability of receiving at the beginning of the year an
advance from the provision for severance indemnities
accrued equal to 70%
Executives
2.30% per annum
3.63% per annum
3.225% per annum
1.0% per annum
0.5% per annum
0.0% per annum
Executives
Mortality tables
RG48 published
by Ragioneria
Generale dello Stato
Non-executives
2.30% per annum
3.63% per annum
3.225% per annum
1.0% per annum
0.5% per annum
0.0% per annum
Non-executives
Mortality tables
RG48 published
by Ragioneria
Generale dello Stato
INPS tables divided by age and
sex
INPS tables divided by age and
sex
1.00%
0.50%
0.50%
0.50%
None
100% on achievement of the AGO requirements aligned with D.L.
4/2019
2.00%
2.00%
1.00%
None
None
1.5%
per annum
1.5%
per annum
The application of the above assumptions resulted in a liability for employee severance indemnities of 553
million euros at December 31, 2022 (678 million euros at December 31, 2021).
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 of the Parent amounted to 7.9 years.
TIM Group Consolidated
financial statements
Note 21
Employee benefits
200
CHANGES IN ASSUMPTIONS
Turnover rate:
+0.25 p.p.
- 0.25 p.p.
Annual inflation rate:
Annual discount rate:
+0.25 p.p.
- 0.25 p.p.
+0.25 p.p.
- 0.25 p.p.
Amounts
(million euros)
(1)
1
(15)
15
19
(21)
The Provision for pension and other plans amounted to 16 million euros at December 31, 2022 (21 million
euros at December 31, 2021) and mainly represented pension plans in place at foreign companies of the Group.
The provisions for termination benefit incentives and corporate restructuring increased in 2022 by 223
million euros and are mainly linked to outgoing managerial and non-managerial staff, envisaged according to
the application of art. 4 of Law no. 92 of June 28, 2012 and former art. 41, subsection 5bis of Italian Legislative
Decree no. 148/2015, as per the agreements signed, during the year, with the trade unions by the Parent
Company TIM S.p.A., by Telecom Italia Sparkle, by Telecontact, by Noovle, by Olivetti, by Telecom Italia Trust
Technologies and by Telsy.
NOTE 22
PROVISIONS
These decreased by 234 million euros compared to December 31, 2021. The breakdown is as follows:
(million euros)
12/31/2021
Increase
Taken to
income Used directly
Provision for taxation and tax risks
Provision for restoration costs
Provision for legal disputes
Provision for commercial risks
Provision for risks and charges on
investments and corporate-related
transactions
Other provisions
Total
of which:
non-current portion
current portion
8
21
75
94
—
11
209
(1)
—
—
(15)
—
—
(16)
(5)
(11)
(71)
(412)
(1)
(1)
(501)
73
281
441
677
12
4
1,488
926
562
Exchange
differences
and other
changes
14
43
(1)
18
—
—
74
12/31/2022
89
334
444
362
11
14
1,254
910
344
The non-current portion of provisions for risks and charges mainly relates to some of the provision for
commercial risks, the provision for legal disputes and the provision for restoration costs. 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 expected cash outflows.
The provision for taxation and tax risks increased by 16 million euros compared to December 31, 2021.
The provision for restoration costs refers to the provision for the costs expected to be incurred for the
restoration of leased properties and sites used in the mobile sector and for the dismantling of certain assets
(particularly batteries and wooden piling); it mainly refers to the Parent TIM S.p.A (150 million euros), the
company FiberCop (131 million euros) and the Brazil Business Unit (52 million euros).
The provision for legal disputes included the provision for litigation with other counterparties and employees.
The amount at December 31, 2022 included 329 million euros for the Domestic Business Unit and 115 million
euros for the Brazil Business Unit.
The provision for commercial risks relates to the Domestic Business Unit and mainly the Parent Company TIM
S.p.A.. During 2022, it reduced by 315 million euros mainly in view of:
■ a use for 346 million euros of the Provision for contractual risks on onerous contracts (IAS 37) recorded in
the 2021 financial statements relating to ongoing relations with some counterparties for the offer of
TIM Group Consolidated
financial statements
Note 21
Employee benefits
201
multimedia content and representative of the net present value of the negative margin connected with
these partnerships;
■ a provision made by TIM S.p.A. of 41 million euros for onerous contracts relating to a multi-year agreement
concluded in 2021 which committed the Company to minimum purchases and the total estimated cost of
which for the residual duration of the agreement became apparent in 2022.
The provision for risks and charges on investments and corporate-related transactions reduced by 1 million
euros on the previous year.
Other provisions for risks and charges come to 14 million euros and are essentially attributable to the
Domestic Business Unit.
NOTE 23
MISCELLANEOUS PAYABLES AND OTHER NON-
CURRENT LIABILITIES
These decreased by 267 million euros compared to December 31, 2021. The figure breaks down as follows:
(million euros)
Miscellaneous payables (non-current)
Payables to social security agencies
Income tax payables (*)
Other payables
Other non-current liabilities
Deferred revenues from customer contracts (Contract liabilities)
Other deferred revenue and income
Capital grants
Total
(*) Analyzed in the Note "Income tax expense".
Miscellaneous payables (non-current) include:
12/31/2022
12/31/2021
400
—
58
458
87
354
247
688
1,146
452
231
7
690
88
368
267
723
1,413
(a)
(b)
(a+b)
■ payables to social security agencies amounting to 400 million euros, mainly relating to the non-current
debt position with INPS for the application of the agreements signed with the trade unions relating to the
application of Article 4 of Law no. 92 of June 28, 2012 and former Art. 41, subsection 5bis of Italian
Legislative Decree no. 148/2015 (for further details see the Note “Employee benefits expenses”). This debt
position (non-current and current portion) is as follows:
(million euros)
Non-current payables
Due from 2 to 5 years after the end of the reporting period
Due beyond 5 years after the end of the reporting period
Current payables
Total
12/31/2022
12/31/2021
385
15
400
244
644
443
9
452
258
710
■ other payables equal to 58 million euros at December 31, 2021 referring mainly to the Brazil Business Unit.
The other non-current liabilities include:
■ Deferred revenues from contracts with customers (contract liabilities) of 87 million euros (88 million
euros at December 31, 2021) which are reversed to the income statement according to the duration of the
contractual obligations between the parties, averaging 24 months; therefore, the balance as at December
31, 2022 will be reversed to the income statement generally by 2024. In particular, the item includes:
•
•
•
•
TIM S.p.A. deferred revenues for subscription charges and rent and maintenance payments (41
million euros);
TIM S.p.A. deferred revenues for network access subscription charges (21 million euros);
Deferred revenues of TIM S.p.A. for outsourcing charges (17 million euros);
Deferred revenues for activation and installation fees charged on new TIM S.p.A. customer contracts
(3 million euros): in this regard, it is noted that under IFRS 15 activation/installment revenues are
allocated to other contract obligations and recognized throughout the period of performance of the
contract, as they do not relate to separate performance obligations.
TIM Group Consolidated
financial statements
Note 22
Provisions
202
■ Other deferred revenue and income totaling 354 million euros; the item consisted of the non-current
portion (approx. 113 million euros) of the deferred gain on the sale and lease-back of telecommunication
towers by the Brazil Business Unit; this item also includes deferred revenues related to agreements for the
sale of the transmission capacity.
■ Capital grants of 247 million euros: the item represents the component still to be released to the income
statement based on the remaining useful life (estimated at around 18 years) of the assets that the grants
refer to and is mainly connected to the realization of the infrastructures on the Ultrabroadband-UBB and
Broadband-BB projects.
NOTE 24
TRADE AND MISCELLANEOUS PAYABLES AND
OTHER CURRENT LIABILITIES
This item fell by 1,274 million euros compared to December 31, 2021. The figure breaks down as follows:
(million euros)
12/31/2022
12/31/2021
of which
Financial
Instruments
of which
Financial
Instruments
Trade payables
Payables due to suppliers
Payables to other telecommunications operators
Tax payables
Miscellaneous payables
Payables for employee compensation
Payables to social security agencies
Payables for TLC operating fee
Dividends approved, but not yet paid to shareholders
Other
Employee benefits (except for employee severance
indemnities) for the current portion expected to be
settled within 12 months
Provisions for risks and charges for the current
portion expected to be settled within 12 months
Other current liabilities
Liabilities from customer contracts (Contract
liabilities)
Other deferred revenue and income
Other
Total
(a)
(b)
(c)
(d)
(a+b+c+d)
4,943
352
5,295
216
247
353
324
48
329
108
344
1,753
840
59
36
935
8,199
4,943
352
5,295
48
241
289
133
133
5,717
4,745
416
5,161
168
176
386
165
36
1,968
—
562
3,293
757
66
28
851
9,473
4,745
416
5,161
36
1,859
1,895
110
110
7,166
Further details on Financial Instruments are provided in the Note "Supplementary disclosure on financial
instruments".
Trade payables amounting to 5,295 million euros (5,161 million euros at December 31, 2021), mainly refer to:
■ TIM S.p.A. (3,745 million euros); the increase on December 31, 2021 reflects the dynamics of payments
relating to bills payable;
■ Brazil Business Unit (901 million euros); the decrease on December 31, 2021 is connected with the partial
payment of payables connected with the November 2021 purchase of 5G licenses.
At December 31, 2022, trade payables due beyond 12 months totaled 59 million euros (73 million euros at
December 31, 2021) and are mainly represented by payables of the Brazil Business Unit for the purchase and
renewal of telecommunications licenses, also including the payable due to Entidade Administradora da
Conectividade de Escolas (EACE) for the development of certain infrastructural projects in Brazil in connection
with the assignment of the rights of use of frequencies for 5G services.
Tax payables amounted to 216 million euros and mainly consisted of both the tax payables of the Brazil
Business Unit (102 million euros) and the payables of TIM S.p.A., mainly relating to the amount owed to the tax
TIM Group Consolidated
financial statements
Note 23
Miscellaneous payables and other non-current liabilities
203
authorities for tax payables withheld as withholding agent (68 million euros), the VAT payable (25 million
euros) and the amount payable for the government concession tax (4 million euros).
Miscellaneous payables include:
■
■
the current debt position towards INPS in view of the application of the agreements signed with the trade
unions regarding the application of Art. 4 of Italian Law no. 92 of June 28, 2012 and former Art. 41,
subsection 5bis, Italian Legislative Decree no. 148/2015;
the debt position of the Brazil Business Unit connected with the contractual obligations linked to the
acquisition of the mobile assets of the Oi Group (134 million euros). Further details are provided in the Note
“Disputes and pending legal actions, other information, commitments and guarantees”.
Also note that on September 30, 2022, TIM S.p.A. paid the fifth and final installment, of 1,738 million euros, out
of the total of 2,399 million euros due in fulfillment of the undertakings made by the Company following the
award of the rights to use mobile frequency bandwidths pursuant to the “5G Auction” held in 2018 by the
Ministry for Economic Development.
Other current liabilities amounted to 935 million euros at December 31, 2022 (851 million euros at December
31, 2021). They break down as follows:
■ Liabilities from customer contracts (Contract liabilities), totaling 840 million euros. This item includes
liabilities to customers related to the obligations of Group companies to transfer goods and services for
which have received a price. Liabilities with customers, generally with a maturity of up to 12 months, are
shown below; therefore, the figure at December 31, 2022 will be substantially reversed by December 31,
2023.
In particular:
•
•
•
contract liabilities amounting to 9 million euros; the item includes bundle contracts (good and
services packages) with performance obligations with different timing for the recognition of revenues
and consequent deferral of the fees originally recognized. The decrease recognized in the year 2022 (-2
million euros) was mainly linked to the presence of commercial offers that no longer require a fixed
duration and the reversal to the income statement of the balance previously accumulated;
customer-related items, equal to 430 million euros; the item includes trade payables following
contractual relationships, such as the payable for prepaid traffic and the subscription fees charged in
advance;
progress payments and advances equal to 56 million euros relating to trade payables following
prepayments, such as deposits made by subscribers for telephone calls;
• deferred revenues from customer contracts, equal to 345 million euros essentially include:
– Parent Company deferred revenues for rent and maintenance fees (193 million euros);
– Parent Company deferred revenues for interconnection fees (111 million euros);
– Parent Company deferred revenues on activation and installation of new contracts with customers
(4 million euros).
■ Other deferred revenue and income amounted to 59 million euros. These refer mainly to deferred
revenues deriving from contracts for the sale of transmission capacity.
■ Other , amounting to 36 million euros. They mainly refer to the Parent Company and relate to payables for
advances on work in progress on networks.
NOTE 25
DISPUTES AND PENDING LEGAL ACTIONS,
OTHER INFORMATION, COMMITMENTS AND
GUARANTEES
A description is provided below of the most significant judicial, arbitration and tax disputes in which TIM Group
companies are involved at December 31, 2022, as well as those that came to an end during the period.
The TIM Group has posted liabilities totaling 279 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,
subsection 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.
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a) Significant disputes and pending legal actions
International tax and regulatory disputes
At December 31, 2022, 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 18.2 billion reais (16.3 billion
reais at December 31, 2021), corresponding to approximately 3.3 billion euros at the end of 2022. The main
types of litigation are listed below, classified according to the tax to which they refer.
Federal taxes
In relation to the federal level of taxation, the following disputes should be noted:
■ disallowance of the tax effects of the merger between the companies of the TIM Brasil Group;
■ denial of the SUDENE regional tax benefit, due to alleged irregularities in the management and reporting
of the benefit itself;
■ challenges regarding offsetting against previous tax losses;
■
■
■
■
further challenges regarding the tax deductibility of the amortization of goodwill;
imposition of income tax on certain types of exchange rate differences;
imposition of withholding taxes on certain types of payments to foreign entities (for example, payments
for international roaming);
further challenges regarding offsets made between taxes payable and group company credit positions.
Overall, the risk for these cases, considered to be possible, amounts to 3.3 billion reais (3.1 billion reais at
December 31, 2021).
State taxes
Within the scope of the state levy, there are numerous challenges regarding ICMS, and in particular:
■ challenges concerning the reduction of the tax base due to discounts granted to customers, as well as
challenges regarding the use of tax credits declared by group companies, with respect to the return of
loaned telephone handsets, and following the detection of contract frauds to the detriment of the
companies;
■ subjection of some fees owed to group companies and classified by them as fees for services other than
telecommunications to ICMS;
■ challenges over the use of the "PRO-DF" tax benefit originally granted by some States, and subsequently
declared unconstitutional (the challenge refers to the actual credit due to ICMS, declared by the TIM
Cellular, now incorporated into TIM S.A., on the basis of the aforementioned tax benefits);
■ challenges relating to the use of ICMS credits claimed by Group companies as a result of the acquisition of
tangible assets, and in relation to the supply of electricity to the companies, as well as in application of the
provisions on acting as a withholding agent;
■
fines imposed on group companies for irregularities in tax return compliance;
■ challenges of ICMS credits in relation to acting as a withholding agent, applicable when equipment is
bought and distributed in different States;
■ challenges of ICMS credits deriving from the “special credit” recognized by the company to its prepaid
customers, against subsequent top-ups.
Overall, the risk for these cases, considered to be possible, amounts to 9.6 billion reais (8.8 billion reais at
December 31, 2021).
Municipal taxes
Among disputes classified with a "possible" degree of risk, there are some relating to municipal taxes for a
total amounting to around 1.6 billion reais (around 1.2 billion reais at December 31, 2021).
FUST and FUNTTEL
The main challenges about contributions to the regulatory body (Anatel), and in particular in terms of FUST
and FUNTTEL, concern whether or not interconnection revenues should be subject to these contributions.
Overall, the risk for these cases, considered to be possible, amounts to 3.7 billion reais (3.2 billion reais at
December 31, 2021).
Golden Power Case
In August 2017 the Prime Minister's office brought proceedings against TIM (as well as Vivendi) in order to
verify the fact that TIM has an obligation to notify, pursuant to the “Golden Power” law, Vivendi’s acquisition of
corporate control of TIM and the strategic assets it holds. In September 2017, the proceedings in question
concluded by affirming that this obligation did exist for TIM with effect from May 4, 2017 (the date of the
Shareholders’ Meeting that renewed TIM’s corporate boards).
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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 the financial penalty laid down by the Golden Power law for
non-compliance 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, filed separate extraordinary appeals to the President of the
Republic to request the abrogation of the order of September 2017 and before the Lazio Regional
Administrative Court (TAR) against the aforementioned order of May 8, 2018, which imposed a financial
penalty, requesting its precautionary suspension. As regards the appeal to the Lazio Regional Administrative
Court (TAR) against the provision of May 8, 2018, which imposed the financial penalty, the TAR, in upholding in
July 2018 the interim petition lodged by the Company, has suspended payment of the penalty. Subsequently,
with a non-definitive ruling in May 2019, the Lazio Regional Administrative Court (TAR): (i) accepted TIM's
request for provisional measures to suspend the fine conditional on the offer of the guarantee; (ii) granted the
suspension of the procedure to wait for the final judgment in the (injurious) case pending before the President
of the Republic regarding the notification obligation, pursuant to the Golden Power provisions; (iii) rejected the
procedural objections raised by the defendant administrations.
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 Art. 2 of Decree Law 21 of
March 15, 2012 (the “Golden Power” law). This surety was renewed in November 2022.
Furthermore, TIM appealed before the Lazio TAR and then appealed before the Council of State against the
provision with which Consob, on September 13, 2017, affirmed Vivendi's control over TIM. In December 2020,
the Council of State issued a final judgment upholding TIM’s appeal and canceling the provision by Consob, a
significant premise to the entire subsequent proceedings of the Presidency of the Council in relation to the
obligation to Golden Power notification as described above. On June 14, 2021, Consob submitted an
extraordinary appeal to the Court of Cassation on grounds of jurisdiction; TIM filed an appearance, objecting
that the appeal is unlawful and inadmissible. Following the hearing in chambers held on October 11, 2022, on
January 24, 2023, the order was published whereby the Court of Cassation declared that Consob’s petition was
unacceptable, consequently ordering it to pay the dispute expenses.
Antitrust Case A428
At the conclusion of case A428, in May 2013, AGCM (the Italian Competition Authority)imposed two
administrative fines of 88,182,000 euros and 15,612,000 euros on TIM for abuse of its dominant position. The
Company allegedly (i) hindered or delayed activation of access services requested by OLOs through unjustified
and spurious refusals; (ii) offered its access services to final customers at economic and technical conditions
that allegedly could not be matched by competitors purchasing wholesale access services from TIM itself, only
in those geographic areas of the Country where disaggregated access services to the local network are
available, and hence where other operators can compete more effectively with the Company.
TIM appealed against the decision before the Regional Administrative Court (TAR) for Lazio, applying for
payment of the fine to be suspended. In particular, it alleged: infringement of its rights to defend itself in the
proceedings, the circumstance that the organizational choices challenged by AGCM (the Italian Competition
Authority) and allegedly at the base of the abuse of the OLO provisioning processes had been the subject of
specific rulings made by the industry regulator (AGCom), the circumstance that the comparative examination
of the internal/external provisioning processes had in fact shown better results for the OLOs than for the TIM
retail department (hence the lack of any form of inequality of treatment and/or opportunistic behavior by TIM),
and (regarding the second abuse) the fact that the conduct was structurally unsuitable to reduce the margins
of the OLOs.
In May 2014, the judgment of the Lazio TAR was published, rejecting TIM's appeal and confirming the fines
imposed in the original order challenged. In September 2014 the Company appealed against this decision.
In May 2015, with the judgment no. 2497/15, the Council of State found the decision of the court of first
instance did not present the deficiencies alleged by TIM and confirmed the AGCM (the Italian Competition
Authority) ruling. The company had already proceeded to pay the fines and the accrued interest.
In a decision notified in July 2015, AGCM (the Italian Competition Authority) started proceedings for non-
compliance against TIM, to ascertain if the Company had respected the notice to comply requiring it to refrain
from undertaking behaviors analogous to those that were the object of the breach ascertained with the
concluding decision in case A428 dated May 2013.
On January 13, 2017, TIM was served notice of AGCM’s final assessment, which recognized 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 (the Italian Competition Authority) recognizes, furthermore, that TIM's behavior subsequently to the
2013 proceedings has been directed towards continuous improvement of its performance in the supply of
wholesale access services concerning not only the services which were the subject of the investigation, but
also the new Ultrabroadband access services. In assessing compliance, AGCM (the Italian Competition
Authority) recognized the positive impact of the implementation, albeit not yet completed, of TIM's New
Equivalence Model (NME). The AGCM (the Italian Competition Authority) decision orders TIM to: (i) proceed
with the implementation of the NME until its completion which is expected to be by April 30, 2017; (ii) inform
the Authority about the performance levels of the systems for providing wholesale access services and about
the completion of the corresponding internal reorganization plan by the end of May 2017. The Company quickly
complied with both orders, and the Authority communicated its satisfaction on August 9, 2017.
Vodafone lodged an appeal with the Lazio Regional Administrative Court against the final decision in the
proceedings for non-compliance taken by AGCM (the Italian Competition Authority). TIM filed an appearance,
as in the other lawsuits filed in March 2017 by the operators CloudItalia, KPNQWest Italia and Digitel. With
judgments 311 and 312/23 respectively of January 11, 2023, the regional administrative court rejected the
appeals lodged by KPNQWest and CloudItalia.
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Colt Technology Services - A428
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 damage claimed was quantified as 27 million euros in loss of profits for the alleged
non-acquisition of new customers, or for the alleged impossibility of supplying new services to the customers it
had already acquired; the other party also formulated a request for compensation for the damages to its
image and commercial reputation. This case follows the extrajudicial claim for approximately 23 million euros,
previously advanced by Colt in June 2015, which the Company rejected in its entirety. TIM filed an appearance,
contesting all of the plaintiff’s allegations. The case is currently reserved for decision.
COMM 3000 S.p.A. (formerly KPNQWest Italia S.p.A.) - A428
With writ of summons before the Rome Court, COMM 3000 S.p.A.(formerly KPNQWest Italia S.p.A.) 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 AGCM (the Italian Competition Authority) that settled
the A428 case. TIM filed an appearance, contesting all of the plaintiff’s allegations. In the judgment with ruling
in April 2019, the Court of Rome partially received the petitions of COMM 3000 S.p.A. (formerly KPNQWest
Italia S.p.A.), sentencing TIM to pay an amount significantly lower than the amount in the counterparty's
damages claim. In June 2019, TIM appealed against the judgment. In the judgment given in April 2021, the
Court of Appeal of Rome partly upheld TIM’s appeal, reducing the amount of the compensation due to COMM
3000, which was in any case entirely covered by the relevant provision. In November 2021, TIM has appealed to
the Court of Cassation over the judgment of the Court of Appeal of Rome in. The company is awaiting
scheduling of the hearing for discussion.
Teleunit
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 art. 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 lodged a counter-appeal seeking confirmation in full of the order being
appealed (and thus of the judgment at first instance). The hearing was held in chambers on September 22,
2022. By order published on October 19, 2022, the Court of Cassation declared the petition lodged by Teleunit
Ltd inadmissible, ordering it to pay the costs of the dispute to TIM.
Eutelia and Clouditalia Telecomunicazioni - A428
With a writ of summons dated May 2020, Eutelia in Extraordinary Administration and Clouditalia
Telecomunicazioni S.p.A., purchaser of Eutelia's TLC branch, brought an action against TIM before the Court of
Rome, making claims for damages, of around 40 million euros, for damages allegedly suffered, in the period
2009-2012, following the technical boycott and margin squeeze conduct, subject of the AGCM A428 procedure.
TIM filed an appearance, contesting the claims made by the opposing party and formulating a counterclaim,
subject to quantification of the damages incurred during the proceedings. On April 1, 2022, AGCM (the Italian
Competition Authority) deposited the opinion envisaged by Art. 14, third subsection of Italian Legislative
Decree 3/2017, whereby it: (i) proposed certain benchmarks for use to define the counterfactual scenario on
which basis to quantify the damages allegedly suffered by Eutelia and Clouditalia; (ii) provided some additional
indication and criteria to estimate the various damage items demanded by Eutelia and Clouditalia. At the
hearing held on June 15, 2022, the Investigating Judge assigned time to the parties until July 8, 2022, by which
to deposit written notes on the implications of the opinion of the AGCM (the Italian Competition Authority) and
the contents of any queries to be raised with the court appointed expert. On October 24, the judge lifted the
reservation and ordered an expert report on the an of TIM’s conduct and the quantum of any damages
suffered by Eutelia and Irideos as a result of such. On November 15, 2022, the court-appointed expert witness
was sworn in. The public hearing for the examination of the court-appointed expert witness has been
scheduled for October 18, 2023.
Antitrust Case A514
In June 2017 AGCM (the Italian Competition Authority) started proceedings A514 against TIM, to ascertain a
possible abuse of its dominant market position in breach of article 102 of the “Treaty on the Functioning of the
European Union”. The proceedings were started based on some complaints filed in May and June 2017, by
Infratel, Enel, Open Fiber, Vodafone and Wind Tre, and concerns a presumed abuse of TIM's dominant position
in the market for wholesale access services and for retail services using the Broadband and Ultrabroadband
fixed network. In particular, the AGCM (the Italian Competition Authority) hypothesized that TIM had adopted
conduct aimed at: i) slowing and hindering the course of the Infratel tender processes so as to delay, or render
less remunerative the entry of another operator in the wholesale market; ii) pre-emptively securing customers
on the retail market for Ultrabroadband services by means of commercial policies designed to restrict the
space of customer contendibility remaining for the competitor operators.
After the start of the proceedings, the Authority's officials carried out an inspection at some of TIM’s offices in
the month of July 2017. On November 2, 2017, TIM filed a defense brief in which, in support of the correctness
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of its actions, it challenged all the arguments that the conduct it had allegedly engaged in, and which was the
subject of the case, was unlawful.
On February 14, 2018, AGCM (the Italian Competition Authority) resolved to extend the scope of the case to
investigate further behavior concerning TIM's wholesale pricing strategy on the market for wholesale access to
Broadband and Ultrabroadband, and the use of the confidential information of customers of the alternative
operators.
On July 5, 2018 TIM filed proposed undertakings which, if accepted by the Authority, would close the
investigation without any offense being established or sanction being administered. The undertakings were
considered as admissible by the Authority, that market tested them in August and September.
On October 30, 2018, TIM replied to observations made by third parties and modified its proposed
undertakings. With its decision notified on December 4, 2018, AGCM (the Italian Competition Authority) once
and for all rejected the proposed series of undertakings as it considered them unsuitable in light of the
objections raised.
On March 4, 2019, TIM requested AGCM (the Italian Competition Authority) for an extension of the deadline for
closing the proceedings (initially set for May 31, 2019).
On April 10, 2019, AGCM (the Italian Competition Authority) resolved to extend the deadline for conclusion of
the proceedings until September 30, 2019. On May 17, 2019, AGCM (the Italian Competition Authority) notified
TIM of the results of the investigation (CRI). In the CRI, AGCM (the Italian Competition Authority) essentially
confirmed the case for the prosecution outlined in the start-up and extension of the proceedings orders.
On June 12, 2019 AGCM (the Italian Competition Authority) extended the deadline for deposit of TIM's final
defense to September 20, 2019 and set the final hearing for September 25, 2019.
On September 18, 2019, AGCM (the Italian Competition Authority) resolved to extend the deadline for
conclusion of the proceedings until February 28, 2020.
On March 6, 2020, TIM was notified of the decision to close the investigation: AGCM (the Italian Competition
Authority) ruled that TIM had abused its dominant position, finding that TIM had put in place an anti-
competitive strategy designed to hinder the competitive development of investment in Ultrabroadband
network infrastructure. The fine imposed on TIM for the anti-competitive offense is 116,099,937.60 euros.
On June 25, 2020 TIM sent AGCM (the Italian Competition Authority) the so-called compliance report as
ordered in the final provision.
In May 2021, the Company in any case paid the fine.
TIM appealed the aforementioned fine before the Lazio Regional Administrative Court (TAR). By judgment
1963/2022 of February 28, 2022, TIM’s appeal was rejected; TIM has appealed to the Council of State against
the decision of the regional administrative court.
In August 2022, Irideos notified a deed of intervention ad opponendum with respect to TIM’s principal appeal.
The related hearing for oral discussion is scheduled for May 25, 2023.
Open Fiber
In March 2020, Open Fiber (OF) sued TIM before the Court of Milan, claiming damages of 1.5 billion euros for
alleged abuse of an exclusive and dominant position in relation to OF. The alleged actions consist of: (i) pre-
emptive investments in FTTC networks in white areas; (ii) initiating specious legal action to obstruct Infratel
tenders; (iii) spurious repricing of certain wholesale services; (iv) commercial lock-in offers on the retail market;
(v) false disclosure to AGCom in connection with the approval of a wholesale offer and spreading rumors about
TIM being interested in acquiring OF; (vi) discriminatory access conditions to TIM passive infrastructure. TIM
filed an appearance, contesting the arguments of OF. Enel S.p.A. intervened in the proceedings, asking that
TIM be ordered to compensate all damages suffered and being suffered by Enel and OF, without, however,
quantifying such. During the course of proceedings, Open Fiber redetermined the damage allegedly suffered,
taking it to 2.6 billion euros plus interest and monetary revaluation. Open Fiber has also clarified that it believes
such damages are still to be suffered. Enel then quantified the damages allegedly suffered as approximately
228 million euros, plus interest. On October 19, 2022, the hearing was held for admission of the evidence, after
which the judge reserved the right to deliberate.
Irideos
In January 2022, Irideos summonsed TIM to the Court of Rome, making a claim for damages allegedly suffered
as a consequence of the unlawful conduct of TIM, as sanctioned by AGCM (the Italian Competition Authority),
with the provision that concluded proc. A514 (“follow-on claim”). The compensation claim comes to
23,204,079.87 euros for damages caused by the anti-competitive behavior of TIM from 2017 to 2019 (with
effects also in subsequent years) on the market for services of wholesale access to the Broadband and
Ultrabroadband fixed network (the “wholesale market”) and on the market for retail telecommunications
services on the Broadband and Ultrabroadband fixed network (the “retail market”). TIM filed an appearance,
contesting the opposing party’s arguments. At the hearing held on June 1, 2022, the investigating judge (i)
assigned the parties time for depositing the briefs with terms running from February 15, 2023 and (ii) deferred
the case to the hearing of June 7, 2023.
Antitrust Case I799
At its meeting on February 1, 2017, AGCM (the Italian Competition Authority) 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 to AGCM (the Italian Competition
Authority) 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.
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On March 28, 2018, AGCM (the Italian Competition Authority) resolved to approve the undertakings, making
them binding on the Parties, and closed the case without imposing any fine.
On January 30, 2019, TIM sent the planned annual report on the provided coverage to AGCM (the Italian
Competition Authority), supplemented by a subsequent communication dated March 29, 2019. TIM
transmitted further details to AGCM (the Italian Competition Authority) in July and AGCM acknowledged it on
October 15, 2019. On January 31, 2020 TIM sent AGCM (the Italian Competition Authority) the third report on
the implementation of the undertakings given. Finally, on January 29, 2021 TIM sent AGCM (the Italian
Competition Authority) the fourth and final report on the implementation of the undertakings given.
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 I799 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. In a ruling of March 2020, the
Regional Administrative Court rejected in full the appeal by Open Fiber.
The hearing for discussion of the merits of Wind Tre’s appeal was held on October 12, 2022 and the Regional
Administrative Court published the judge’s extinguishing order on October 23. The judgment has therefore
been settled.
Eutelia and Voiceplus
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 Eutelia 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. The
appeal of Eutelia and Voiceplus was fully rejected with the judgment of August 5, 2019. In December 2019
Eutelia and Voiceplus appealed to the Court of Cassation over the judgment of the Court of Appeal. TIM
notified a counterclaim asking confirmation of the ruling appealed against. The hearing in chambers is
scheduled for February 16, 2023.
28 day billing
AGCom resolution 121/17/CONS introduced instructions on billing intervals for telephony, prescribing, for fixed
telephony, that the interval should be monthly, or multiples thereof, and, for mobile telephony, that it should
be at least four-weekly. TIM appealed Resolution 121/17/CONS to the Regional Administrative Court. The
judgment rejecting the appeal was published in February 2018. TIM appealed this judgment to the Council of
State in June 2018. On September 23, 2020, the non-definitive ruling was published whereby the Council of
State joined the appeals submitted by TIM, Vodafone, Fastweb and Wind Tre and ordered the prejudicial
deferral to the European Union Court of Justice (EUCJ) on whether or not the Authority had the power to
regulate the frequency of renewal of the commercial offers and invoicing periods, at the same time rejecting
the other grounds of appeal submitted by the operators and suspending proceedings. In February 2021, TIM
deposited the written observations on the requests for prejudicial judgment with the EUCJ. On the request of
the EUCJ, the Council of State, by order published on November 23, 2021, confirmed the referral to the Court of
Justice on the prejudicial matters raised; on December 15, 2022, the conclusions were submitted of the general
attorney and we are now awaiting the decision of the EUCJ; the case before the Council of State is therefore
currently on hold.
With its Resolution 499/17/CONS, having confirmed the breach of Resolution 121/17/CONS, AGCom fined TIM
1,160,000 euros, ordering it to make provision – when the billing cycle was restored to monthly intervals or
multiples thereof – to return the amounts corresponding to the fee for the number of days that, from June 23,
2017, had not been used by the users in terms of the supply of service due to the misalignment of the four-
weekly and monthly billing cycles.
In March 2018 with resolution no. 112/18/CONS AGCom (i) revoked the preceding resolution 499/17/CONS in the
part in which TIM was ordered to repay the amounts presumably lost from June 23, 2017 onwards, with the
four-weekly billing cycle, (ii) cautioned TIM, with regard to fixed-line voice services only, against postponing the
starting date of invoices issued after the return to monthly invoicing by the same number of days as those
presumably deducted starting from June 23, 2017 with the four-weekly invoicing cycle.
Under Presidential Decree 9/18/PRES, AGCom amended the provisions of Decision 112/18/CONS requiring the
deferment of billing once the billing cycle was restored to monthly intervals, or multiples thereof, while also
ordering that the timescales for complying with the order would be identified after hearings with the operators
and the main consumer protection associations.
In July 2018, AGCom issued resolution 269/18/CONS, with which it set December 31, 2018 as the date by which
the operators had to return to their fixed network customers a number of days of service equal to those
eroded as an effect of 28-day billing, or propose to the affected customers any alternative compensatory
measures, after having notified them to AGCom. TIM has appealed all of the above resolutions.
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With the judgment published in November 2018, the Regional Administrative Court (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, the grounds for the
judgment were instead published on May 10, 2019. The Council of State has deferred discussion of the case to
November 10, 2023, awaiting the decision of the EU Court on the Community compatibility of the power
exercised by AGCom to impose a billing period of no less than a month.
In September 2019, TIM also challenged resolution 221/19/CONS, before the Regional Administrative Court
(TAR), with which the sanction pursuant to Resolution 499/17/CONS, canceled by the Regional Administrative
Court of Lazio, was recalculated to the amount of 580,000.00 euros, with the maximum fine provided for by
Art. 98, subsection 16 of the CCE in force at the time of the events applied. We are waiting for a date to be
fixed for the discussion hearing.
In August 2019, AGCom initiated new proceedings (CONT 12/19/DTC) for failure to comply with the order to
refund the days eroded by billing every 28 days for fixed network and convergent customers, according to the
procedures established with resolutions nos. 112/18/CONS and 269/18/CONS. On conclusion of these
proceedings, by means of Resolution 75/20/CONS, the Authority found that TIM did not comply with the above
resolutions, imposing a fine of 3 million euros. The measure was challenged by TIM before the TAR in July
2020. We are waiting for a date to be fixed for the discussion hearing.
Moreover, since June 2019, TIM has offered its fixed network customers, active prior to March 31, 2018 and
subject to billing every 28 days, the possibility of accepting a compensatory solution, an alternative to
refunding the eroded days pursuant to AGCom resolution no. 269/18/CONS and from September 2019 it has
been accepting requests for reimbursement of eroded days. In both cases, TIM informed customers with
several messages in the bill, on the web in the main newspapers. The initiatives just described were
communicated to AGCom as part of the aforementioned penalty proceedings.
In the civil proceedings, by judgment published on October 14, 2021 the Court of Milan, under the scope of the
case on the merits brought by Associazione Movimento dei Consumatori in 2018 regarding the pricing and 28-
day renewal for fixed line and converging offers, confirmed the order given on June 4, 2018 by the same Court
upon closure of the complaint brought by TIM pursuant to Art. 669 terdecies of the Italian Code of Civil
Procedure and the measures set out therein, ordering TIM to fulfill the requests for repayment of prices paid as
a result of customer maneuvers - including discontinued, as indeed TIM had already been doing since 2018, at
the same time also extending the period relevant to the recognition of the reimbursement through to April 1,
2017 and therefore earlier than June 23, 2017, the date on which the operators will need to comply with
Resolution no. 121/17/CONS. TIM has appealed the judgment of the Court of Milan, at the same time filing a
request for suspension of its enforcement. With order of January 11, 2022, the Court of Appeal of Milan
partially accepted TIM’s request, suspending the charge in the judgment relating to the order to send a
registered letter to all discontinued customers that were subject to billing every 28 days to inform them of the
possibility to obtain a refund of the additional amounts paid as a result of the maneuver. By judgment
published on December 9, 2022, the Milan Court of Appeal confirmed the first instance judgment in full. On
January 12, 2023, TIM notified the appeal to the Court of Cassation and on January 16, 2023 it also filed the
appeal pursuant to Art. 373 of the Italian Code of Civil Procedure with the Milan Court of Appeal, asking that
enforcement of the ruling be suspended until the judgment pending before the Court of Cassation had been
settled.
By order of February 14, 2023, the Milan Court of Appeal, in partially upholding TIM’s appeal, ordered
suspension of the judgment in connection with the order to send the recorded delivery letters to former
customers, whilst awaiting the decision of the Supreme Court.
Antitrust Case I820
On February 19, 2018, AGCM (the Italian Competition Authority) initiated a I820 preliminary proceeding against
the companies TIM, Vodafone, Fastweb, 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 Art. 101 of the TFUE.
The presumed coordination, according to the opening provision of the proceedings by AGCM (the Italian
Competition Authority), would take the form of implementation of the obligation introduced by Article 19-
quinquiesdecies of Legislative Decree 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 (the Italian Competition Authority) 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. With its decision no. 27112 of April 11, 2018, AGCM (the
Italian Competition Authority) confirmed the precautionary measure.
On June 12, 2018, TIM filed an appeal with the TAR for the quashing of said measure.
On January 31, 2020, TIM was notified of the decision to close the investigation, in which AGCM (the Italian
Competition Authority) confirmed the existence of the agreement between Telecom, Vodafone, Fastweb,
Wind Tre, but excluding Asstel from participation in the agreement. The fine imposed on TIM for participation
in the anti-competitive agreement was 114,398,325 euros. In April 2020, TIM also challenged the sanction
order.
In a ruling published on July 12, 2021, the Lazio Regional Administrative Court upheld the petition and the
grounds added and submitted by TIM, canceling the measures taken by AGCM (the Italian Competition
Authority), including that relating to the existence of the agreement and application of the sanction.
On September 11, 2021, AGCM (the Italian Competition Authority) presented a petition to the Council of State,
requesting the cancellation of the judgment given by the regional administrative court; following the hearing
for discussion held on January 26, 2023, we are currently awaiting decision.
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Antitrust Case I850
By decision given on December 15, 2020, AGCM (the Italian Competition Authority) started an investigation in
regard to the company Telecom Italia S.p.A., Fastweb S.p.A., Teemo Bidco S.r.l., FiberCop S.p.A., Tiscali Italia
S.p.A. and KKR & Co. Inc., to ascertain the existence of any breaches of article 101 of the TFEU in relation to the
coinvestment offer.
More specifically, the investigation regards the contracts governing the establishment and operation of
FiberCop and the supply agreements with Fastweb and Tiscali. AGCM (the Italian Competition Authority)
intends to verify that such agreements do not hinder competition between operators in the medium and long-
term and assure the rapid modernization of the country’s fixed telecommunications infrastructures.
On August 6, 2021, TIM submitted a proposal of undertakings to AGCM (the Italian Competition Authority) in
order to resolve the competition concerns subject of the investigation and close the proceedings without any
sanction being applied.
On September 7, 2021, AGCM (the Italian Competition Authority) judged these commitments to not be clearly
unfounded and ruled publication on the Authority’s website from September 13, 2021; thus market testing
began and was completed by October 13, 2021, the date by which all subjects so wishing submitted their
observations to AGCM in respect of the relevant commitments.
On December 14, 2021 AGCM (the Italian Competition Authority) extended the deadline for the conclusion of
the proceedings, initially set for December 31, 2021, to February 15, 2022.
Precisely during the meeting held on February 15, 2022, AGCM (the Italian Competition Authority) finally
resolved to approve the commitments insofar as they were considered suitable to eliminate the alleged anti-
competition aspects investigated.
As envisaged by the final ruling, on April 22, 2022, TIM sent AGCM a first report on the measures taken to fulfill
the commitments made.
On May 11, 2022, AGCM notified TIM of its acknowledgment of the measures presented in such report.
On January 31, 2023 TIM sent AGCM (the Italian Competition Authority) a second report on the implementation
of the undertakings given.
By petition notified in April 2022. Open Fiber has challenged the above AGCM provision no. 3002, whereby the
proceedings were closed, before the regional administrative court of Lazio; the petitioner believes that the
commitments, made mandatory by the closure, are not sufficient to remove the anticompetitive aspects
identified at the start of proceedings.
Upon completion of the interim hearing of last June 1, the regional administrative court rejected the request
and scheduled the merits hearing for January 25, 2023. At the January 26 hearing, after extensive discussion,
the judge reserved the right to deliberate.
Antitrust Case I857
On July 6, 2021, AGCM (the Italian Competition Authority) started an investigation in regard to TIM and DAZN
for a possible understanding reached with a view to restricting competition in connection with the agreement
for the distribution and technological support for TV rights for Serie A football in the 2021-2024 period.
The investigation also aims to verify the restrictive nature of the understanding with reference to additional
elements regarding the possible adoption by TIM of technical solutions not available for competitor
telecommunications operators and which may effectively hinder the adoption of their own technological
solutions.
At the same time, the Authority has also initiated proceedings for the potential adoption of protective
measures.
By resolution passed on July 27, 2021, AGCM (the Italian Competition Authority) closed the interim proceedings,
considering that the initiatives and amendments to the agreement proposed by TIM and DAZN in the
meantime are presently able to prevent any serious and irreparable damage to competitors while
investigations are completed.
Indeed, said measures aim, as a whole, to avoid possible discrimination in the use of the DAZN service, due to
its activation by users using Internet connection services other than those offered by TIM. In addition, the
agreement between TIM and DAZN has been amended to guarantee DAZN complete freedom in applying
discounts and promotions. TIM has also undertaken to provide DAZN with a sufficient number of white label
set-top-boxes to also guarantee DAZN customers the viewing of matches over digital terrestrial TV, in the
event of connection problems.
Finally, TIM has undertaken to supply wholesale services to OAOs interested therein to manage traffic peaks
deriving from live data transmissions, regardless of the type of content transmitted.
On October 29, 2021 TIM submitted a proposal for undertakings to AGCM (the Italian Competition Authority)
with a view to resolving the competitive concerns that were the subject of the investigation and closing the
proceedings without the finding of any infringement and therefore without any sanction being applied.
On December 14, 2021, AGCM (the Italian Competition Authority) approved the publication of the
aforementioned proposal for undertakings on the Authority's website, as these undertakings, taken as a whole,
do not appear to be manifestly unfounded and are capable of removing the restrictions to competition
hypothesized in the measure initiating the investigation in question.
On January 5, 2022, with the publication on the AGCM website, market testing began.
The deadline for rebuttal arguments and proposing any accessory amendments to the commitments
presented by TIM and DAZN is scheduled for March 7.
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On February 23, 2022, TIM and DAZN were convened separately to the AGCM offices. During the hearing, the
Offices informed TIM - and thereafter confirmed this in the hearing meetings - that in a hearing held on
February 15, the Board deemed it necessary to make certain “accessory” changes in order to approve the
commitments submitted.
On March 4, 2022, TIM and DAZN requested an extension of the deadline for the submission of observations,
also in view of the new aspects that had emerged on February 23. The new deadline was set as March 23.
On March 22, 2022, TIM informed the Authority that the additional changes considered necessary by the Board
to approve the commitments would have entailed a complete overhaul of the contents and economic balance
of the agreements signed by TIM and DAZN, such as to make it no longer possible to pursue the hypothesized
business model. At the same time, TIM informed the Authority of the start of negotiations with DAZN possibly
concerning the revision of the distribution exclusivity clause, which was the main object of the Authority’s
investigation. Considering the complexity of negotiations, TIM requested an extension of another 30 days for
submission of observations. The extension was authorized and the new deadline set as April 23.
On April 20, 2022, in consideration of the extension of negotiations, also due to the complexity and economic
relevance of that being negotiated, DAZN and TIM requested an additional extension. The new deadline was
set as May 9.
On May 9, 2022, TIM informed the Authority that it had declared willing to DAZN to waive the exclusivity of the
distribution of Serie A football rights, as currently regulated by the Deal Memo, with DAZN consequently
having the faculty to distribute such rights also through third party operators and that, in exchange for the
willingness to waive this right, the Parties had begun negotiations for a review of the contracted economic
commitment envisaged by TIM.
On June 7, 2022, the Authority ruled on the rejection of the commitments submitted, which “would appear,
both where considered comprehensively and individually, to be unable to eliminate the anticompetitive
aspects identified in the resolution that started the proceedings, insofar as they do not resolve the competition
concerns highlighted in the initial proceedings, where not translated into shared contractual amendments
such as to eliminate the critical competition issues” highlighted by the Authority.
Again on June 7, 2022, the Authority ruled on the deferral of the deadline for the conclusion of proceedings to
March 31, 2023.
On August 2, 2022, TIM informed the Antitrust Authority that it had reached a new agreement with DAZN,
under which the latter has the faculty to distribute football rights through any third party, surpassing the
previous system of exclusivity in TIM’s favor.
On January 20, 2023, notification was given of the investigation results (CRI).
AGCM (the Italian Competition Authority) believes that the agreement reached on January 27, 2021 (the “Deal
Memo”) had contents and resulted in effects that reduced competition for its entire duration (and therefore
until stipulation of the new agreement on August 3, 2022).
On January 31, 2023, AGCM (the Italian Competition Authority) resolved to extend the deadline for conclusion
of the proceedings until May 31, 2023.
TIM will be able to submit its defense brief by March 28, while the final hearing before the authority has been
scheduled for April 4, 2023.
Antitrust Case A556
On November 30, 2022, AGCM (the Italian Competition Authority) started proceedings against TIM in order to
verify the existence of an abuse of a dominant position in breach of Art. 3 of Law no. 287/90.
The proceedings stem from a report made by Fastweb concerning TIM’s refusal to grant Fastweb its radio
mobile signal coverage maps that had been requested in order to take part in the “Open tender for mobile
telephone services for public authorities - Edition 9 - Sigef ID 2452” (Consip TM9 tender).
The authority simultaneously also launched precautionary sub-proceedings in accordance with Article 14-bis of
Law No. 287/1990, aiming to verifying the existence of precautionary measures aiming to protect competition.
On December 20, 2022, the authority resolved that there were no grounds on which to take precautionary
measures, in accordance with Art. 14-bis of Law no. 287/90 and thus closed the precautionary sub-
proceedings, rejecting Fastweb’s appeal.
Completion of the main proceedings has instead been scheduled for the coming December 1, 2023.
Antitrust Case PS 10888 “TIM Passepartout”
On June 15, 2021, AGCM (the Italian Competition Authority) initiated proceedings against TIM for unfair
commercial practice concerning the lack of transparency of the information provided by the TIM Passepartout
payment management platform and alleged activations of services not requested. Although firmly convinced
of the lawful nature of its conduct, on July 29, 2021, TIM chose to submit undertakings with corrective
measures. The undertakings submitted consist of improving information aspects noted as falling short of
expectations of the TIM Passepartout platform (only operative for customer base offers) and in implementing a
communication campaign aimed at making contact with customers not acknowledging charges for services
not requested, to see if conditions are met for refund. The Authority has accepted the commitments made by
TIM hence the proceedings have now concluded without any assessment of the alleged unfair conduct and
application of the sanction.
Antitrust Case PS 12231 “TIM fixed offers” (Premium, Executive,
Magnifica)
On December 22, 2021, AGCM (the Italian Competition Authority) started proceedings against TIM for unfair
commercial practices reported by Iliad S.p.A. concerning the alleged failure to provide information on the
consumption of the voice component of the Premium and Executive fixed offers and technical limits correlated
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with the method being tried out of the Magnifica fixed offer. Although convinced that its conduct was correct,
on February 23, 2022, TIM submitted undertakings, implemented since March 2022, that overcame the
technical limits disputed for the Magnifica offer on trial, improved transparency of information on the
consumption components of the Premium and Executive offers and defined a communication campaign
focused on customers not acknowledging charges for consumption in the voice component, so as to assess
whether or not conditions are met for refund. The Authority has rejected the commitments but considered
that the measures implemented by TIM were able to cease the conduct disputed. On November 2, 2022, the
authority resolved to conclude the proceedings, fining TIM 1 million euros.
Antitrust Case PS 12304 “Anomalous billing”
On April 28, 2022, AGCM (the Italian Competition Authority) initiated proceedings against TIM for unfair
commercial practice, challenging alleged undue billing following a request to terminate the line, including
cases of switch to another operator, with reference to fixed and mobile telephony. Although convinced of the
diligence of its conduct, TIM has decided to implement a series of measures to make the procedures for
terminating contract, and, therefore, the related billing, even more efficient and transparent. The completion
of the proceedings was postponed until March 24, 2023. Similar proceedings have been brought by the
authority against the main communication operators.
Antitrust Case PS 12384 “Additional giga”
On August 5, 2022, AGCM (the Italian Competition Authority) initiated proceedings against TIM for unfair
commercial practice reported by various consumers, challenging the alleged incorrect application of art. 65 of
Italian Legislative Decree no. 206 of September 6, 2005 for an alleged additional service (giga) present in the
mobile maneuver offer with effect from September 1, 2022. At the same time as the tariff remodulation
maneuver, TIM also gave the consumer the option of choosing to keep the pre-existing offer, also in
compliance with the guidance given by the Council of State (Judgment no. 8024/2019). On March 3, 2023, the
authority resolved to conclude the proceedings, fining TIM 2.1 million euros.
Universal Service
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 Court of Appeal 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 aforesaid 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 for observance, 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 challenged the
four judgments before the Council of State, which, with a decision of October 2019, upheld Vodafone's appeal
and confirmed the restitutory obligation of the sums in question applicable to TIM.
With resolution no. 263/20/CIR, AGCom started proceedings to renew the investigation into the iniquity of the
net cost of the universal service for 1999-2009 and the allocation of contribution expenses. Vodafone has
challenged this resolution before the Regional Administrative Court. The renewal proceedings concluded with
resolution 18/21/CIR, which substantively confirmed the draft order. This same resolution has only been
challenged before the regional administrative court by TIM for the years 1999 and 2000, while Vodafone, Wind
and Fastweb have challenged the resolution for all years concerned with opposite grounds. By judgments
published in February 2022, resolution 18/21/CIR was partially canceled; indeed, the regional administrative
court has rejected the main complaint reporting the lack of power of renovation and upheld only the grounds
hinged on the alleged unreasonable nature of the threshold envisaged by AGCOM for the analysis of iniquity
second facie. Fastweb, Vodafone, Wind, AGCom and TIM have appealed to the Council of State against the
judgment of the regional administrative court and the related hearings of the merits have been scheduled for
April 4 and 27, 2023.
Dispute relating to "Adjustments on license fees" for the years 1994-
1998
With regard to the judgments sought in previous years concerning the Ministry of Communications' request for
payment of the balance of the amounts paid in concession charges for the years 1994-1998 (for a total of 113
million euros), the Lazio Regional Administrative Court (TAR) rejected the Company’s appeal against the
request for adjustment of the license fee for 1994 in the amount of approximately 11 million euros, 9 million
euros of which against turnover not received due to bad debts. TIM lodged an appeal. On the outcome of
proceedings, with the ruling of December 2019, the Council of State partially accepted TIM's position,
establishing the principle, according to which, the receivables referring to 1994 not collected for reasons not
attributable to the operator, could have been deducted from the tax base for calculating the concession fee.
As the Ministry of Economic Development has not followed up on TIM’s requests aimed at obtaining fulfillment
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of the judgment, TIM has submitted a further petition to the Council of State for failure to execute the
judgment, but with judgment given in April 2022, the request for compliance brought by TIM was rejected. TIM
has appealed for revocation of this judgment to the Council of State; the hearing has been scheduled for
March 23, 2023.
With two further judgments the Lazio Regional Administrative Court (TAR), reiterating the reasons expressed
previously, also rejected the appeals in which the Company challenged the requests for payment of
outstanding balances of license fees for the years 1995 and 1996-1997-1998, in the amount of approximately
46 million euros. TIM has appealed before the Council of State also against these judgments. By judgment
published in April 2022, the Council of State stressed the principles already set for 1994, namely that
receivables that have become uncollectable for reasons not the fault of the operator, correctly handled in the
accounts, on the financial statements and in terms of tax, can be deducted from the tax base for calculating
the concession fee.
With reference to the 1998 fee adjustment (equal to about 41 million euros), the Lazio TAR, by TAR order of
December 2018, suspended the judgment, raising preliminary questions with the EU Court of Justice on the
correct scope of EC Directive no. 97/13 (in the matter of general authorizations and individual licenses in the
field of telecommunications services on the basis of the currently pending litigation on the 1998 license fee,
currently pending before the Rome Court of Appeal and illustrated in a subsequent paragraph).
The referred questions were based, inter alia, on the question posed to the Court of Justice on the possible
conflict between the aforementioned EC Directive 97/13 and national law, which extended the obligation for
telecommunications license-holders to pay the license fee for 1998 (commensurate with a portion of turnover),
despite the liberalization process underway. In its judgment of March 2020, the EU Court of Justice held that
the EU regulatory system must be interpreted as not allowing national legislation to extend to 1998 the
obligation imposed on a telecommunications undertaking that was previously the concession holder (such as
TIM) to pay a fee calculated on the basis of turnover and not only the administrative costs connected with the
granting, management, control and implementation of the general authorizations and individual licenses
scheme. The Court held, inter alia, that the Council of State – having held in its judgment 7506/2009 that the
fee imposed for 1998 on TIM, the holder of an authorization existing on the date of entry into force of Directive
97/13, was due – interpreted national law in a way that was incompatible with EU law, as interpreted by the
Court in its judgment of February 21, 2008. Following the judgment of the EU Court of Justice, the opinion on
the final calculation of the 1998 charges was summarized before the Lazio Regional Administrative Court,
which, in a judgment given last February, declared TIM’s appeal as unacceptable for procedural reasons,
namely due to the prevalence of the formal ruling consisting of judgment no. 7506/09; in substantive terms, on
the other hand, the judgment of the EU Court of Justice once again ascertained the European Community
unlawful nature of the credit claim by the PA to obtain payment of the 1998 charges and, consequently, the
final balance. The company has challenged the judgment of the Lazio Regional Administrative Court.
Poste
There are some pending disputes brought, at the end of the '90s, by Ing. C. Olivetti & C. S.p.A. (now TIM)
against Poste, the Italian postal service, concerning non-payment of services delivered under a series of
contracts to supply IT goods and services. The judgments issued in the lower courts established an outcome
that was partially favorable to the ex-Olivetti, and have been appealed against by Poste in individual
rehearings.
In this respect, while a 2009 judgment of the Rome Appeal Court confirmed one of the outstanding payables to
TIM, another judgment by the same Court declared void one of the disputed contracts. After this judgment,
Poste had issued a writ for the return of approximately 58 million euros, opposed by TIM given that the
judgment of the Supreme Court for amendment of the above judgment is still pending.
After the 2012 judgment of the Supreme Court that quashed and remanded the decision of the Appeal Court
on which the order was based, the Rome Court declared that the matter of issue in the enforcement
proceedings was discontinued, since the claim made by Poste had been rejected. The judgment was
resubmitted to another section of the Rome Appeal Court. In ruling no. 563 of January 25, 2019, 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. This ruling was challenged by Poste with appeal filed with the Court of
Cassation, notified on July 31, 2019, which TIM challenged with relevant counter appeal.
Elinet S.p.A. Bankruptcy
In 2014, the receiver of Elinet S.p.A., and subsequently the receivers 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 receivers 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 filed an appearance, challenging the claims made by the other party.
The judgment on the appeal was handed down with ruling in July 2019, which with reference to TIM confirmed
full legality of its conduct and total non-existence of any element of direction and coordination. The receivers
of Elinet S.p.A. and Elitel Telecom S.p.A. appealed to the Court of Cassation in January 2020 to obtain the
annulment of the judgment in the second instance. The receiver of Elitel S.r.l. has not filed an appeal with the
Court of Cassation and, consequently, the total claim for damages has been reduced to 244 million euros. TIM
notified a counterclaim asking confirmation of the ruling appealed against. The Court has scheduled the
hearing in chambers for February 3, 2023.
Brazil - Opportunity Arbitration
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
claimant’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.
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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.
In September 2016 the ICC Court notified the parties of its judgment, based on which the Court 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 (the “2016 Arbitration Award”).
In April 2017 the Opportunity group filed an appeal against the 2016 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 2016 Arbitration Award, filed by the Opportunity
group, asking for a new award. 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 2016 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.
As regards the proceedings to review the 2016 Arbitration Award, in October 2019 the ICC held the discussion
hearing in Paris. In August 2020, the Arbitration Court issued the award rejecting the Request for Revision
presented by the Opportunity Group (the “2020 Arbitration Award”). In December 2020, the Opportunity group
filed an appeal against the 2020 Arbitration Award before the Paris Court of Appeal. In May 2021 the
Opportunity group asked the Paris Court of Appeal to summarize the proceedings brought against the 2016
Arbitration Award. Thereafter, the Opportunity Group, TIM and Telecom Italia Finance filed their briefs in the
two proceedings pending before the Paris Court of Appeal, respectively against the 2016 Award and the 2020
Award. The Court of Appeal has scheduled the hearing for discussion of both proceedings for June 5, 2023.
Iliad
By summons served during the first quarter of 2020, Iliad Italia S.p.A. sued TIM before the Court of Milan for
alleged anti-competitive conduct, including through the Kena Mobile brand, which was allegedly aimed at
hindering its entry to and consolidation in the mobile phone market in Italy, seeking damages of at least 71.4
million euros.
TIM filed an appearance, fully disputing the requests of Iliad Italia S.p.A.; and, in turn, submitting a
counterclaim in accordance with Art. 2598 of the Italian Civil Code, with reference to the denigration
implemented by Iliad Italia S.p.A. in regard to TIM and formulating a symmetrical claim for compensation for
damages. In the first preliminary brief, Iliad updated its claim for damages, taking it to 242.8 million euros.
Following the hearing for the specification of the parties' pleadings, held with written discussion, the court
deferred the hearing for decision, assigning deadlines for submitting the closing arguments and statements of
defense.
Iliad
By writ of summons notified in September 2021, Iliad Italia S.p.A. summonsed TIM before the Court of Milan for
the alleged application to customers of unlawful contractual conditions in terms of time limits and economic
costs for withdrawal with reference to mobile and fixed telephone offers, with a consequent petition to order
TIM to compensate damages, currently quantified as 120.4 million euros. On February 1, 2022, the first hearing
was held and the terms assigned for the briefs pursuant to article 183, subsection VI of the Italian Code of Civil
Procedure. The hearing for discussion of the evidence has been postponed to April 5, 2023.
T-Power
By writ of summons notified in December 2021, T-Power s.r.l., former agent for the consumer sector,
summonsed TIM before the Court of Rome to have the right acknowledged to receive payment of a total
maximum amount of approximately 85 million euros by way of commission, compensation in lieu of notice
and termination of employment, as well as compensation for damages. The disputed ended in December 2022
with a settlement.
Fastweb (Ethernet ATM migration)
By writ of summons notified in December 2021, TIM summonsed Fastweb before the Court of Milan, asking
that it be ascertained and declared that Fastweb had not achieved the minimum objectives of migration from
ATM bitstream technology to Ethernet bitstream technology in any of the 30 Collection Areas into which the
national territory is divided by the deadline envisaged by industry regulation and the migration plan agreed by
the parties; and therefore that it ascertain and declare that Telecom is entitled to: (a) reverse the economic
benefits relating to this migration granted retroactively from 4/12/2016 to Fastweb and (b) obtain from
Fastweb the prices for the ATM bandwidth envisaged by the contract stipulated by the parties and the current
OR in force ratione temporis; (c) therefore declare and order Fastweb to pay Telecom the total amount of
79,240,329.47 euros (or other amount, potentially greater, as may be assessed during the course of
proceedings).
Fastweb filed an appearance and submitted a counterclaim for abuse of a dominant market position and
breach of contract. Fastweb’s application is essentially based on alleged delays in the development of Ethernet
coverage. The counterparty complains of damages of around 81.4 million euros. Having noted that the
counterclaim made by Fastweb would appear to go beyond the profile of breach of contract and that, in this
case, the specialized business chambers may be competent to judge the matter, the investigating judge has
returned the case to the Chambers President for due consideration. The Chambers President has submitted
the case to the President of the specialized business chambers. The first hearing is scheduled for December 14,
2022. The hearing for the admission of the preliminary motions has been postponed to June 13, 2023.
TIM Group Consolidated
financial statements
Note 25
Disputes and pending legal actions, other information, commitments
and guarantees
215
Wind Tre (INWIT)
By writ of summons notified in July 2022, Wind Tre summonsed TIM, INWIT and Vodafone to trial before the
Court of Milan, asking that it ascertain the obstructive conduct of INWIT, seeking to prevent Wind Tre from
upgrading the devices of its mobile network currently located at INWIT sites on the basis of the hosting
contracts currently in force inter partes. Such conduct would constitute breach of contract and unlawful
exploitation of the dominant position in accordance with Art. 3 of the Antitrust Law as well as unfair
competition by third party also perpetrated in the form of secondary boycotting by INWIT S.p.A., TIM S.p.A. and
Vodafone Italia S.p.A.. The opposing party asks the Court to ascertain and declare INWIT S.p.A., TIM S.p.A. and
Vodafone Italia S.p.A. jointly liable to compensate the damages suffered by Wind Tre as a result of such
unlawful acts, to be quantified as 50 million euros. The first hearing is scheduled for March 1, 2023. On January
9, 2023, Wind Tre withdrew the appeal against INWIT, Vodafone and TIM and the proceedings were
extinguished.
Iliad (INWIT)
By writ of summons notified in July 2022, Iliad Italia S.p.A. summonsed Telecom, Vodafone and Infrastrutture
Wireless Italiane S.p.A. (“INWIT”) before the Court of Milan to assess the alleged unlawful conduct of INWIT,
Telecom and Vodafone, consisting of refusal to allow Iliad to upgrade its mobile telephone transmission
systems installed on INWIT-owned infrastructures. As a result of this conduct, Iliad has asked that Telecom be
ordered, together with INWIT and Vodafone, to compensate the damages allegedly suffered, which it has
reserved the right to quantify during the course of proceedings. The first hearing is scheduled for February 28,
2023.
b) Other information
Mobile telephony - criminal proceedings
In March 2012 TIM was served notice of the conclusion of the preliminary inquiries, which showed that the
Company was being investigated by the Public Prosecutor of Milan pursuant to the Legislative Decree n.
231/2001, for the offenses of handling stolen goods and counterfeiting committed, according to the alleged
allegations, by fourteen employees of the so-called “ethnic channel”, with the participation of a number of
dealers, for the purpose of obtaining undeserved commissions from TIM.
The Company, as the injured party damaged by such conduct, had brought two legal actions in 2008 and 2009
and had proceeded to suspend the employees involved in the criminal proceedings (suspension later followed
by dismissal). It has also filed an initial statement of defense, together with a technical report by its own
expert, requesting that the proceedings against it be suspended, and that charges of aggravated fraud against
the Company be brought against the other defendants. In December 2012, the Public Prosecutor's Office filed a
request for 89 defendants and the Company itself to be committed for trial.
During the preliminary hearing, the Company was admitted as civil party to the trial and, in November 2013,
the conclusions in the interest of the civil party were filed, reaffirming TIM's total lack of involvement in the
offenses claimed.
At the end of the preliminary hearing, which took place in March 2014, the Judge for the Preliminary Hearing
committed for trial all the defendants (including TIM) who had not asked for their situation to be settled with
alternative procedures, on the grounds that “examination in a trial” was needed. In April 2016, at the end of
the first part of the trial, the Public Prosecutor asked for TIM to be sentenced to pay an administrative fine of
900 thousand euros, but decided not to ask for confiscation of any of the presumed profits of the offenses
(quantified in the committal proceedings as totaling several million euros), based on the assumption that TIM
had in any event remedied the presumed organizational inadequacies. While acknowledging the considerable
redimensioning of the accusations, the Company has reiterated its total non-involvement in the facts at issue.
In November 2016 the Court gave a verdict acquitting the Company on the grounds that there was no case to
answer. All the individuals charged were also acquitted on various grounds.
The Public Prosecutor appealed the acquittal and appealed to the Court of Cassation "per saltum”. In January
2019, the Italian Supreme Court of Cassation agreed to the appeal and therefore ordered that the documents
of the proceedings be sent to the Milan Court of Appeal.
The proceedings were assigned to Chambers IV of the Milan Court of Appeal and started in May 2022; they
concluded in October.
Upon completion of the phase, the Court of Appeal confirmed the judgment challenged, repeating the
acquittal of TIM and dismissing the requests for sentencing of the General Prosecutor's Office in regard to the
Company.
The Court also set a deadline of 15 days for filing the grounds.
Dispute concerning the license fees for 1998
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 main claim which the proceedings are founded on is based on community jurisprudence that recognizes
the right to assert the responsibility of the State in relation to violation of rights recognized in community law
and injured by a judgment that has become definitive, in respect of which no other remedy may be applied.
The judgment of the Council of State definitively denied TIM the right to obtain restitution of the concession
charge for 1998 (totaling 386 million euros for Telecom Italia and 143 million euros for the former TIM
Company, plus interest), already denied by the Lazio regional administrative court despite the favorable and
binding opinion of the European Court of Justice in February 2008. This judgment concerned the conflict
between EC Directive 97/13 on general authorizations and individual licenses in the telecommunications
services industry, and the national regulations that had deferred, for 1998, the obligation to pay the fee
payable by telecommunications concession holders, despite the intervening deregulation process. The
TIM Group Consolidated
financial statements
Note 25
Disputes and pending legal actions, other information, commitments
and guarantees
216
Company then proposed an alternative compensation claim, within the sphere of the same proceedings, for
tort pursuant to art. 2043 of the Italian Civil Code. The compensation claimed has been quantified as
approximately 529 million euros, plus legal interest and revaluation. The Avvocatura di Stato filed an
appearance and submitted a counterclaim for the same sum. The case is subject to eligibility analysis by the
Court, which declared the inadmissibility of TIM's main claim (case for damages for manifest breach of
community law pursuant to law 117/88). However, this decision was amended in favor of the Company on
appeal. In March 2015 the Rome Court issued its judgment in the first instance, declaring the Company's
application inadmissible.
In 2015, TIM has appealed the decision, and the case is now pending the hearing specifying the nature of the
forms of order sought. The Court of Appeal has scheduled the hearing for closing arguments for April 2, 2019.
Thereafter, without any new procedural activities having taken place, the Court of Appeal incontrovertibly
deferred the hearing for closing arguments first to 2020 and then to 2021 (from when the terms for conclusion
and replies shall run, which will be followed shortly thereafter by the issue of the judgment). These deferrals
were followed by the latest, of January 15, 2021, scheduling the new hearing for January 25, 2022.
On the matters underlying the case, the following must be noted:
■
■
■
on the considered lack of jurisdiction of the Court of Rome (concerned by the judgment of the Court of
Rome appealed by TIM) to judge the liability of the Italian government for the work of senior magistrates
(in the case in point, the Council of State), which would have led to the declared inadmissibility of the
claim in accordance with Art. 5, law no. 117/1978 (old text) - the United Chambers of the Court of
Cassation ruled with judgment no. 14842 on June 7, 2018, confirming the jurisdiction of the Court of
Rome and, therefore, the correctness of TIM’s choice to base its lawsuit in the Court of Rome;
on the unlawful nature of the conduct of the Italian government - and, therefore, on the liability of the
State-Court in accordance with Law no. 117/1998 - once again, the EU Court of Justice has ruled,
deciding on the prejudicial matter raised by the Lazio TAR in other, connected proceedings, in its
judgment given on March 4, 2020 in C-34/19, stressing that TIM was not required to pay the charges
demanded by the State for 1998 and, therefore, confirming the clear violation by the Council of State of
European Community law (also because in clear conflict with the decision already given by the EU Court
of Justice on February 21, 2008 in C-296/06, as, moreover, already ruled by the Court of Appeal of Rome,
Chambers I, in Decree of January 31, 2012, which sanctioned the procedural admissibility of TIM’s
lawsuit);
on the matter of the right to repeat the charges paid for 1998 - the Court of Cassation ruled in its
judgment no. 18603 given on September 7, 2020, rejecting the appeal brought by the Presidency of the
Council against the judgment whereby the Court of Appeal of Rome had upheld the claim for
compensation made by Vodafone (payment of charges for 1998) for the same title in separate
proceedings.
In short, the company paid the charges disputed in 1998; it promptly challenged the administrative provision
that had unfairly required said payment, before the administrative court; the administrative proceedings
before the Council of State concluded negatively in 2009 (despite the recalled opposite judgment of the
European Court of Justice); the civil proceedings of first instance concluded in March 2015 with a judgment of
rejection for grounds of admissibility (then solved in the sense indicated by the company with the referenced
judgment of Cassation in United Chambers no. 14842/18) and more than 6 years after the first instance
judgment - going from deferral to deferral - the appeal judgment (that could only uphold the mentioned
judgments of the Court of Justice and the Court of Cassation) has not yet been issued (nor, on the basis of
these repeated deferrals, can the company forecast when it will be given).
The company is examining the various scenarios and legal claims (national, European Community, etc.) that
may contribute towards defining the appeal dispute. It is considered, in fact, that the principles of the
reasonable duration of the trial, in accordance with subsection 2 of article 111 of the Constitution and in
accordance with article 6 of the European Convention on Human Rights, are violated by these events,
considering: (i) the year in which payment was made of the undue charges is 1998; (ii) the value of these
charges is approximately 529 million euros plus interest from that date; (iii) the extremely long procedural
process has not even led to an appeal judgment (started in 2015 and with an unpredictable conclusion, given
the continuous deferrals); (iv) the circumstance that the legal matter appears to be readily able to be settled,
as not one but two judgments have already been given by the EU Court of Justice declaring payment of the
charges to be incompatible with European Community legislation (judgments that have currently been ignored
by the national court).
As part of the aforementioned analyzes aimed at reaching a definition of the appeal sentence, it should be
pointed out that on January 25, 2021 the Company filed a request with the Rome Court of Appeal to bring
forward the hearing (postponed, as mentioned, to January 25, 2022) in order to avoid yet another
postponement of the case, which, as we know, concerns the non-compliance with two inter partes decisions,
on the same matter, by the Court of Justice of the European Union for a clear violation of European law by the
State-Judge. With a ruling on February 8, 2021, the Rome Court of Appeal (second section specializing in
corporate matters) deemed it could grant the request for an advance ruling, setting the hearing for November
30, 2021. On that date the case was taken to decision with the assignment of the legal terms for closing
statements and replies. By order of 2/22/2022, having acknowledged that one of its members had chosen to
abstain, the Board re-submitted the case, arranging for the deeds to be sent onto the President of the Court of
Appeal. On March 4, 2022, the case was reassigned to another judge. By judgment of March 31, 2022, the
Board scheduled the hearing for December 1, 2022 for closing arguments. The Board has deferred the case to
the hearing of January 19, 2023 for verbal discussion. Following the request made by the State advocacy, the
case was deferred to the hearing of March 9, 2023.
TIM S.A. - Arbitration proceedings no. 28/2021/SEC8
In March 2020, TIM S.A. concluded negotiations with C6 and, in April 2020, launched exclusive offers for TIM
customers who had opened C6 bank accounts and used their services. As compensation for this contract, TIM
S.A. receives commission for each account activated, as well as the option of obtaining an investment in the
bank upon achieving certain targets connected to the number of active accounts.
TIM Group Consolidated
financial statements
Note 25
Disputes and pending legal actions, other information, commitments
and guarantees
217
The number of shares received for each target achieved varies throughout the contract term, with the initial
percentages being more advantageous for TIM due to the greater effort required for a new digital company to
take off.
Even with the project’s success, differences between the partners resulted in the initiation of arbitration
proceedings in 2021.
Arbitration proceedings no. 28/2021/SEC8 were filed with the Arbitration and Mediation Center of the Brazil-
Canada Chamber of Commerce, by TIM S.A. against Banco C6 S.A., Carbon Holding Financeira S.A. and Carbon
Holding S.A. through which the interpretation will be discussed of certain clauses of the contracts governing
the partnership. In the event of losing, the partnership may be dissolved.
TIM S.A. - Arbitration proceedings connected with the acquisition of the
Oi Group mobile telephone assets
On September 19, 2022, TIM S.A., the Brazilian subsidiary of the TIM Group, reported that the Buyers (TIM S.A.,
Telefônica Brasil S.A. and Claro S.A.) of the mobile telephone assets of Oi Móvel S.A. (the “Seller”) had
identified differences in the assumptions and calculation criteria, that, under the Share Purchase Agreement
and Other Covenants (“SPA”) justified proposing an amendment of the Adjusted Closing Price (“ACP”) by TIM
of approximately 1.4 billion reais. In addition to differences relating to the Adjusted Closing Price, others have
also been identified relating to the contracts of Cozani (the company into which TIM S.A.’s share of the assets,
rights and obligations of the Oi Móvel mobile telephone business, flowed) with companies supplying mobile
infrastructure services (site/tower rental), which, under the terms of the SPA, give rise to indemnity by the
Seller in TIM S.A.’s favor, of approximately 231 million reais. As a result of the differences found, TIM S.A.
retained an amount of 634 million reais (671 million reais at December 31, 2022).
On October 3, 2022, considering the Seller’s express violation of the dispute resolution mechanisms provided
for in the SPA, TIM S.A. communicated that the Buyers had no other alternative but to file an arbitration
procedure with the Market Arbitration Chamber (Câmara de Arbitragem do Mercado) of B3 S.A. - Brasil, Bolsa,
Balcão against the Seller to determine the effective amount of the adjustment to the Adjusted Closing Price, in
accordance with the SPA.
On October 4, 2022, TIM S.A. was surprised by news published by the press and by a Material Fact released by
the Seller that a preliminary decision had been handed down by the 7th Business Court of the Judicial District
of Rio de Janeiro determining the deposit in court by the Buyers of approximately 1.53 billion reais – of which
approximately 670 million reais by TIM S.A. – in an account linked to the court-ordered reorganization process
of Oi, where it will be safeguarded until a later decision by the arbitration court. Said deposit has already been
made, remaining in an account linked to the Court pending the installation of the Court of Arbitration.
TIM S.A. has appealed against the decision and on October 17, 2022, the Superior Court of Justice, by
monocratic judgment, rejected TIM S.A.’s appeal and that of the other Buyers. Therefore, on October 19, 2022,
TIM S.A. paid the 7th Business Court of the Judicial District of Rio de Janeiro, the amount of 670 million reais by
way of guarantee.
∂
Other liabilities related to the sale of assets and shareholdings
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 250 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.
C) Commitments and guarantees
Guarantees, net of back-to-back guarantees received, amounted to 33 million euros.
The guarantees provided by third parties to Group companies, amounting to 6,231 million euros, related to
guarantees provided by banks and financial institutions as a guarantee of the proper performance of
contractual obligations.
In particular, we report:
■
■
the insurance guarantees, which totaled 1,632 million euros, mainly refer to guarantee financing by the
TIM Group in applying legal provisions for contracts of Public Administrations and similar bodies;
the TIM Group had bank guarantees issued in favor of INPS in support of the application - by TIM and some
Group companies - of Article 4 of Italian Law 92 of June 28, 2012, for the voluntary redundancy of
employees meeting the requirements; the total amount of the guarantees issued is 1,026 million euros,
including 973 million euros for TIM S.p.A. and 53 million euros for Group companies.
Lastly, in May 2018, 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
TIM Group Consolidated
financial statements
Note 25
Disputes and pending legal actions, other information, commitments
and guarantees
218
preliminary investigation connected with the penalty proceeding initiated under Article 2 of Decree Law 21 of
3/15/2012 (the “Golden Power” law).
There are also surety bonds on the telecommunication services in Brazil for 684 million euros.
d) Assets guaranteeing financial liabilities
The special rate loan contracts granted by the Brazilian Development Bank BNDES (Banco Nacional de
Desenvolvimento Econômico e Social) to TIM S.A. for a total value of 125 million euros are covered by specific
covenants. In the event of non-compliance with the covenant obligations, BNDES will have a right to the
income which transits on the bank accounts of the company.
NOTE 26
REVENUES
This item rose by 472 million euros compared to 2021. The figure breaks down as follows:
(million euros)
Equipment sales
Services
Total
2022
1,188
14,600
15,788
2021
1,411
13,905
15,316
Revenues from telecommunications services are presented gross of amounts due to other TLC operators,
equal to 1,205 million euros (1,264 million euros in 2021), included in Costs of services.
Revenues from services in 2022 include revenues for voice and data services on fixed and mobile networks for
Retail customers for 7,919 million euros and for other Wholesale operators for 2,686 million euros.
For a breakdown of revenues by operating segment/geographical area, reference should be made to the Note
“Segment Reporting”.
NOTE 27
OTHER INCOME
This item decreased by 59 million euros compared to 2021. The breakdown is as follows:
(million euros)
Late payment fees charged for telephone services
Recovery of employee benefit expenses, purchases and services rendered
Capital and operating grants
Damages, penalties and recoveries connected with litigation
Estimate revisions and other adjustments
Income for special training activities
Other
Total
2022
39
13
38
37
68
1
17
213
2021
39
12
28
27
71
67
28
272
TIM Group Consolidated
financial statements
Note 25
Disputes and pending legal actions, other information, commitments
and guarantees
219
NOTE 28
ACQUISITION OF GOODS AND SERVICES
(a)
This item rose by 689 million euros compared to 2021. The figure breaks down as follows:
2022
(million euros)
Purchase of raw materials and goods
1,164
Costs of services:
Revenues due to other TLC operators
Costs for telecommunications network access services
Commissions, sales commissions and other selling expenses
Advertising and promotion expenses
Professional and consulting services
Utilities
Maintenance costs
Outsourcing costs for other services
Mailing and delivery expenses for telephone bills, directories and other
materials to customers
Other service expenses
1,205
130
1,263
235
311
507
518
406
37
665
5,277
(b)
Lease and rental costs:
Rent and leases
TLC circuit subscription charges
Other lease and rental costs
Total
83
189
526
798
7,239
(c)
(a+b+c)
2021
1,266
1,264
119
974
212
253
434
291
378
38
718
4,681
51
96
456
603
6,550
In 2022, lease and rental costs included around 12 million euros in short-term lease payments of modest value
(approximately 11 million euros in 2021).
NOTE 29
EMPLOYEE BENEFITS EXPENSES
This item rose by 239 million euros compared to 2021. The figure breaks down as follows:
(million euros)
Ordinary employee expenses
Wages and salaries
Social security expenses
Other employee benefits
Costs and provisions for agency contract work
Miscellaneous expenses for employees and other labor-related services rendered
Charges for termination benefit incentives
Corporate restructuring expenses
Other
Total
2022
2021
1,812
658
153
2,623
1
222
329
5
556
3,180
1,794
651
148
2,593
—
8
336
4
348
2,941
(a)
(b)
(c)
(a+b+c)
Employee benefits expenses mainly related to the Domestic Business Unit for 2,868 million euros (2,703 million
euros in 2021) and to the Brazil Business Unit for 311 million euros (237 million euros in 2021).
“Charges for termination benefit incentives” and “Corporate restructuring expenses” totaled 551 million euros
(344 million euros in 2021) and are mainly linked to outgoing managerial and non-managerial staff, envisaged
according to the application of art. 4 of Law no. 92 of June 28, 2012 and former art. 41, subsection 5bis of
Italian Legislative Decree no. 148/2015, as per the agreements signed, during the year, with the trade unions
and referring entirely to the Italian companies of the Domestic Business Unit.
TIM Group Consolidated
financial statements
Note 28
Acquisition of goods and services
220
The average salaried workforce, including agency contract workers, stood at 45,912 employees in 2022 (47,942
in 2021). A breakdown by category is as follows:
(number of units)
Executives
Middle Managers
White collars
Blue collars
Employees on payroll
Agency contract workers
Total average salaried workforce
2022
589
4,090
41,059
159
45,897
15
45,912
2021
612
4,154
43,110
54
47,930
12
47,942
The headcount at December 31, 2022, including agency contract workers, stood at 50,392 employees (51,929
at December 31, 2021), showing a decrease of 1,537 employees.
NOTE 30
OTHER OPERATING EXPENSES
These decreased by 686 million euros compared to 2021. The breakdown is as follows:
(million euros)
Write-downs and expenses in connection with credit management
Provision charges
TLC operating fees and charges
Indirect duties and taxes
Penalties, settlement compensation and administrative fines
Subscription dues and fees, donations, scholarships and traineeships
Other
Total
of which, included in the supplementary disclosure on financial instruments
2022
236
129
243
104
25
13
66
816
236
2021
305
704
189
99
127
12
66
1,502
305
The non-recurring items of 2022 amounted to 77 million euros, mainly due to provisions for disputes,
transactions, regulatory sanctions and related potential liabilities. It includes, in particular, a provision made by
TIM S.p.A. of 41 million euros for onerous contracts relating to a multi-year agreement concluded in 2021
which committed the Company to minimum purchases and the total estimated cost of which for the residual
duration of the agreement became apparent in 2022.
In 2021, the non-recurring items amounted to 735 million euros and mainly referred to provisions made for
disputes, transactions, regulatory sanctions and related potential liabilities as well as expenses connected with
the COVID-19 emergency for provisions made as a consequence of the worsening of the expected credit losses
of Corporate customers, connected with the expected evolution of the pandemic. Provision charges included
548 million euros for the posting of a Contractual Risk Provision for Onerous Contracts (IAS 37) relating to
certain contracts for the offer of multimedia content connected with the partnerships currently in place.
For more details, see the Note on “Provisions for risks and charges”.
Further details on Financial Instruments are provided in the Note "Supplementary disclosure on financial
instruments".
NOTE 31
INTERNALLY GENERATED ASSETS
This item rose by 84 million euros compared to 2021. The figure breaks down as follows:
(million euros)
Intangible assets with a finite useful life
Tangible assets
Total
2022
244
315
559
2021
216
259
475
They mainly refer to the capitalization of labor costs relating to design, construction and testing of network
infrastructure and systems, as well as software development and development of network solutions,
applications and innovative services.
TIM Group Consolidated
financial statements
Note 29
Employee benefits expenses
221
NOTE 32
DEPRECIATION AND AMORTIZATION
These increased by 287 million euros compared to 2021. The breakdown is as follows:
(million euros)
Amortization of intangible assets with a finite useful life
Industrial patents and intellectual property rights
Concessions, licenses, trademarks and similar rights
Other intangible assets
Depreciation of tangible assets owned
Buildings (civil and industrial)
Plant and equipment
Manufacturing and distribution equipment
Other
Amortization of rights of use assets
Property
Plant and equipment
Other tangible assets
Intangible assets
Total
2022
2021
1,069
442
6
1,517
37
2,145
8
158
2,348
398
474
38
2
912
4,777
1,043
466
2
1,511
35
2,095
9
145
2,284
343
314
37
1
695
4,490
(a)
(b)
(c)
(a+b+c)
For further details refer to the Notes "Intangible assets with a finite useful life", "Tangible assets" and "Rights
of use assets".
For a breakdown of depreciation and amortization by operating segment/geographical area, reference should
be made to the Note "Segment Reporting".
NOTE 33
GAINS/(LOSSES) ON DISPOSALS OF NON-
CURRENT ASSETS
This item was broken down as follows:
(million euros)
Gains on disposals of non-current assets:
Gains on the retirement/disposal of intangible, tangible and user rights on
rental
Losses on disposals of non-current assets:
Losses on the retirement/disposal of intangible, tangible and user rights on
rental
Total
(a)
(b)
(a-b)
2022
2021
50
50
14
14
36
15
15
14
14
1
TIM Group Consolidated
financial statements
Note 32
Depreciation and amortization
222
NOTE 34
IMPAIRMENT REVERSALS (LOSSES) ON NON-
CURRENT ASSETS
This item was broken down as follows:
(million euros)
Impairment reversals on non-current assets:
on intangible assets
on tangible assets
2022
Impairment losses on non-current assets:
on intangible assets
on tangible assets
Total
—
—
—
(a)
—
—
—
—
(b)
(a-b)
2021
—
—
—
4,120
4,120
(4,120)
The net impairment losses on non-current assets were null in 2022.
In detail, in accordance with IAS 36, goodwill is not subject to amortization, but is tested for impairment on an
annual basis, when preparing the company’s separate and consolidated financial statements.
In preparing the Annual Report for 2022, the TIM Group carried out an impairment test on goodwill. The results
of that testing, carried out in accordance with the specific procedure adopted by the Group, confirmed the
amounts of Goodwill allocated to the Group’s individual Cash Generating Units.
Net impairment losses on non-current assets for the year 2021 amounted to 4,120 million euros and related to
the Goodwill impairment loss attributed to the Domestic Cash Generating Unit.
Further details are provided in the Note "Goodwill".
NOTE 35
OTHER INCOME (EXPENSES) FROM
INVESTMENTS
Details are as follows:
(million euros)
Dividends from Other investments
Net gains on the sale of investments in associates and joint ventures
accounted for using the equity method
Sundry income (expense)
Total
of which, included in the supplementary disclosure on financial instruments
In 2022, the item mainly included:
2022
2
206
(2)
206
2
2021
1
119
6
126
3
■
■
the net capital gain of 171 million euros connected with the August 2022 sale of 41% of the share capital of
the holding company Daphne 3, which holds a 30.2% share in Infrastrutture Wireless Italiane - INWIT;
the net capital gain of 33 million euros connected with the October 2022 sale of the equity investment in
Satispay.
In 2021, the item mainly included the net capital gain consequent to the dilution from 100% to 49% of the
investment held in the Brazilian company I-Systems S.A. (119 million euros).
TIM Group Consolidated
financial statements
Note 34
Impairment reversals (losses) on non-current assets
223
NOTE 36
FINANCE INCOME AND EXPENSES
Finance income (expenses) showed a net expense of 1,423 million euros (expense of 1,150 million euros in
2021) and comprises:
(million euros)
Finance income
Finance expenses
Net finance income (expenses)
The items break down as follows:
(million euros)
Interest expenses and other finance expenses:
Interest expenses and other costs relating to bonds
Interest expenses to banks
Interest expenses to others
Finance expenses on lease liabilities
Commissions
Other finance expenses (*)
Interest income and other finance income:
Interest income
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
Miscellaneous finance income (*)
Total net finance interest/(expenses)
(a)
Other components of finance income and expenses:
Net exchange gains and losses
Net result from derivatives
Net fair value adjustments to fair value hedge derivatives and underlying
instruments
Net fair value adjustments to non-hedging derivatives
Total other components of finance income and expenses
Total net finance income (expenses)
of which, included in the supplementary disclosure on net financial
instruments
(b)
(a+b)
(*) of which IFRS 9 impact:
(million euros)
Income from negative adjustment of IFRS 9 impairment reserve on financial assets
measured at FVTOCI
Expenses from positive adjustment of IFRS 9 impairment reserve on financial assets
measured at FVTOCI
Income/Expenses from IFRS 9 reserve impairment on financial assets measured at
FVTOCI
Reversal of IFRS 9 impairment reserve on financial assets measured at FVTOCI
Impairment losses on financial assets other than investments
2022
1,115
(2,538)
(1,423)
2022
(766)
(127)
(51)
(377)
(1,321)
(70)
(200)
(270)
122
3
—
23
51
199
(1,392)
23
39
—
(93)
(31)
(1,423)
(1,142)
2021
1,124
(2,274)
(1,150)
2021
(839)
(51)
(24)
(271)
(1,185)
(61)
(126)
(187)
75
8
—
20
39
142
(1,230)
39
117
(4)
(72)
80
(1,150)
(936)
2022
2021
1
(7)
(6)
—
—
4
(1)
3
5
—
Further details on Financial Instruments are provided in the Note "Supplementary disclosure on financial
instruments".
TIM Group Consolidated
financial statements
Note 36
Finance income and expenses
224
For greater clarity of presentation, the net effects relating to derivative financial instruments are summarized
in the following table:
(million euros)
Foreign currency conversion gains
Exchange losses
Net exchange gains and losses
2022
360
(337)
23
2021
411
(372)
39
Income from fair value hedge derivatives
Charges from fair value hedge derivatives
Net result from fair value hedge derivatives
(a)
Positive effect of the reversal of the Reserve of cash flow hedge
derivatives to the income statement (interest rate component)
Negative effect of the reversal of the Reserve of cash flow hedge
derivatives to the income statement (interest rate component)
Net effect of the Reversal of the Reserve of cash flow hedge derivatives
to the income statement (interest rate component)
Income from non-hedging derivatives
Charges from non-hedging derivatives
Net result from non-hedging derivatives
Net result from derivatives
(b)
(c)
(a+b+c)
Positive fair value adjustments to fair value hedge derivatives
Negative fair value adjustments relating to financial assets and liabilities
underlying fair value hedge derivatives
Net fair value adjustments
Positive fair value adjustments to Underlying financial assets and liabilities
of fair value hedge derivatives
Negative fair value adjustments relating to fair value hedge derivatives
Net fair value adjustments
Net fair value adjustments to fair value hedge derivatives and
underlying instruments
Positive fair value adjustments to non-hedging derivatives
Negative fair value adjustments to non-hedging derivatives
Net fair value adjustments to non-hedging derivatives
(d)
(e)
(d+e)
(f)
(g)
(f+g)
NOTE 37
PROFIT (LOSS) FOR THE YEAR
The profit (loss) for the year can be analyzed as follows:
(million euros)
Profit (loss) for the year
Attributable to:
Owners of the Parent:
Profit (loss) from continuing operations
Profit (loss) from Discontinued operations/Non-current assets held for sale
Profit (loss) for the year attributable to owners of the Parent
Non-controlling interests:
Profit (loss) from continuing operations
Profit (loss) from Discontinued operations/Non-current assets held for sale
Profit (loss) for the year attributable to Non-controlling interests
2
(1)
1
426
(321)
105
56
(123)
(67)
39
—
—
—
3
(3)
—
—
69
(162)
(93)
33
—
33
366
(295)
71
43
(30)
13
117
—
—
—
50
(54)
(4)
(4)
79
(151)
(72)
2022
(2,654)
(2,925)
—
(2,925)
271
—
271
2021
(8,400)
(8,652)
—
(8,652)
252
—
252
TIM Group Consolidated
financial statements
Note 36
Finance income and expenses
225
NOTE 38
EARNINGS PER SHARE
Basic earnings per share
Profit (loss) for the year attributable to owners of the Parent
Less: additional dividends for the savings shares (0.011 euros per
share and up to capacity)
Average number of ordinary and savings shares
Basic earnings per share – Ordinary shares
Plus: additional dividends per savings share
Basic earnings per share – Savings shares
Basic earnings per share from continuing operations
Profit (loss) from continuing operations attributable to Owners of
the Parent
Less: additional dividends for the savings shares
Average number of ordinary and savings shares
Basic earnings per share from continuing operations – Ordinary
shares
Plus: additional dividends per savings share
Basic earnings per share from continuing operations – Savings
shares
Basic earnings per share from Discontinued operations/Non-
current assets held for sale
Profit (loss) from Discontinued operations/Non-current assets held
for sale
Average number of ordinary and savings shares
Basic earnings per share from Discontinued operations/Non-
current assets held for sale – Ordinary shares
Basic earnings per share from Discontinued operations/Non-
current assets held for sale – Savings shares
Average number of ordinary shares
Average number of savings shares
Total
2022
2021
(2,925)
—
(2,925)
21,241
(0.14)
—
(0.14)
(8,652)
—
(8,652)
21,205
(0.40)
—
(0.40)
(2,925)
(8,652)
—
(2,925)
21,241
(0.14)
—
(0.14)
—
21,241
—
—
(8,652)
21,205
(0.40)
—
(0.40)
—
21,205
—
(million euros)
(millions)
(euros)
(euros)
(million euros)
(millions)
(euros)
(euros)
(million euros)
(millions)
(euros)
(euros)
—
2022
—
2021
15,213,524,300 15,177,486,840
6,027,791,699
21,241,315,999 21,205,278,539
6,027,791,699
TIM Group Consolidated financial statements
Note 38
Earnings per share
226
Diluted earnings per share
Profit (loss) for the year attributable to owners of the Parent
Dilution effect of stock option plans and convertible bonds (*)
Less: additional dividends for the savings shares (0.011 euros per
share and up to capacity)
Average number of ordinary and savings shares
Diluted earnings per share – Ordinary shares
Plus: additional dividends per savings share
Diluted earnings per share – Savings shares
Diluted earnings per share from continuing operations
Profit (loss) from continuing operations attributable to Owners of
the Parent
Dilution effect of stock option plans and convertible bonds (*)
Less: additional dividends for the savings shares
Average number of ordinary and savings shares
Diluted earnings per share from continuing operations – Ordinary
shares
Plus: additional dividends per savings share
Diluted earnings per share from continuing operations – Savings
shares
Diluted earnings per share from Discontinued operations/Non-
current assets held for sale
Profit (loss) from Discontinued operations/Non-current assets held
for sale
Dilution effect of stock option plans and convertible bonds
Average number of ordinary and savings shares
Diluted earnings per share from Discontinued operations/Non-
current assets held for sale – Ordinary shares
Diluted earnings per share from Discontinued operations/Non-
current assets held for sale – Savings shares
Average number of ordinary shares (*)
Average number of savings shares
Total
2022
2021
(2,925)
—
—
(2,925)
21,241
(0.14)
—
(0.14)
(2,925)
—
—
(2,925)
21,241
(0.14)
—
(0.14)
—
—
21,241
—
(8,652)
—
—
(8,652)
21,205
(0.40)
—
(0.40)
(8,652)
—
—
(8,652)
21,205
(0.40)
—
(0.40)
—
—
21,205
—
(million euros)
(millions)
(euros)
(euros)
(million euros)
(millions)
(euros)
(euros)
(million euros)
(millions)
(euros)
(euros)
—
2022
15,213,524,300
6,027,791,699
—
2021
15,177,486,840
6,027,791,699
21,241,315,999 21,205,278,539
(*) 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 reimbursed on March 26, 2022. 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” are also adjusted
to exclude the effects, net of tax, related to the above-mentioned plans and to the convertible bond (+10 million euros in 2022; +43 million euros in
2021). As regards 2022 and 2021, however, these effects have not been included in the calculation insofar as, in accordance with the provisions of
IAS 33, the latter are allegedly anti-diluting.
Future potential changes in share capital
The table below shows future potential changes in share capital, based on the long-term share incentive plans,
still outstanding at December 31, 2022:
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)
2020-2022 Long Term Incentive Plan (free issue)
2022-2024 Stock Options Plan
Total
180,000,000
257,763,000
437,763,000
109,292
109,292
0.424
Further information is provided in the Notes “Non-current and current financial liabilities” and “Equity
compensation plans”.
TIM Group Consolidated financial statements
Note 38
Earnings per share
227
NOTE 39
SEGMENT REPORTING
a) Segment reporting
The operating segments of the TIM Group, organized for the telecommunications business and the related
geographical location are as follows:
■ Domestic: includes the activities in Italy relating to voice and data services on fixed and mobile networks for
end customers (retail) and other operators (wholesale), the activities of the Telecom Italia Sparkle group which,
at international level (in Europe, the Mediterranean and South America), develops fiber optic networks for
wholesale customers, the operations of the company FiberCop S.p.A. for the provision of passive access services
on the secondary copper and fiber network, the activities of Noovle S.p.A.(Cloud and Edge Computing
solutions), the activities of Olivetti (Information Technology products and services) and support structures for
the Domestic sector;
■ Brazil: includes mobile and fixed telecommunications operations in Brazil (TIM S.A. group);
■ Other Operations: include the financial companies (Telecom Italia Capital S.A. and Telecom Italia Finance S.A.)
and other minor companies not strictly related to the TIM Group's core business.
In view of the decision-making process adopted by the TIM Group, segment reporting is presented for financial
operating data.
The results of financial management, income tax expense for the year, as well as profit (loss) from Discontinued
operations / Non-current assets held for sale are presented at a consolidated level.
TIM Group Consolidated financial statements
Note 39
Segment reporting
228
Separate Consolidated Income Statement by Operating Segment
(million euros)
Domestic
Brazil
Other Operations Adjustments and
2022
2021
2022
2021
2022
2021
eliminations
2022
2021
Consolidated
Total
2022
2021
1
28
11,826 12,477 3,962 2,839
1
11,858 12,505 3,963 2,840
13
2,853
(1,037)
17
12,054 12,764 3,980
(1,562)
(5,534)
196
(5,697)
(1)
(226)
(896)
(1,211)
(2,703)
32
259
(2,868)
—
(444)
17
397
3,730
(3,595)
16
458
3,519
(3,518)
Third-party revenues
Intragroup revenues
Revenues by operating segment
Other income
Total operating revenues and other income
Acquisition of goods and services
Employee benefits expenses
of which: provisions for employee severance
indemnities
Other operating expenses
of which: write-downs and expenses in
connection with credit management and
provision charges
Change in inventories
Internally generated assets
EBITDA
Depreciation and amortization
Gains (losses) on disposals of non-current
assets
Impairment reversals (losses) on non-current
assets
EBIT
Share of losses (profits) of associates and joint
ventures accounted for using the equity
method
Other income (expenses) from investments
Finance income
Finance expenses
Profit (loss) before tax from continuing operations
Income tax expense
Profit (loss) from continuing operations
Profit (loss) from Discontinued operations/Non-current assets held for sale
Profit (Loss) for the year
Attributable to:
Owners of the Parent
Non-controlling interests
—
24 (3,990)
35
40
23
(4,120)
(5)
(311)
—
(367)
(139)
6
93
1,839
(1,259)
13
—
593
(11)
(237)
—
(282)
(113)
(7)
72
1,362
(895)
6
—
473
(2)
—
—
—
—
—
(7)
(1)
—
(4)
—
—
(12)
—
—
—
(12)
—
—
—
—
—
(3)
(1)
—
(8)
—
—
—
(12)
—
—
—
(12)
—
—
—
(33)
(33)
—
(33)
27
—
—
(1)
—
—
8
1
—
—
—
1
(1)
— 15,788 15,316
—
—
(29)
(29) 15,788 15,316
272
213
—
(29) 16,001 15,588
24
(6,550)
(7,239)
—
—
(1)
(3,180)
—
(816)
(2,941)
(1,502)
(1)
—
—
6
—
—
—
—
—
—
(365)
(1,009)
10
22
559
475
5,347 5,080
(4,490)
(4,777)
36
—
606
1
(4,120)
(3,529)
23
38
206
126
1,115
1,124
(2,538)
(2,274)
(588)
(4,515)
(2,066)
(3,885)
(2,654) (8,400)
—
(2,654) (8,400)
—
(2,925)
271
(8,652)
252
Revenues by operating segment
(million euros)
Domestic
Brazil
Other Operations Adjustments and
2022
2021
2022
2021
2022
2021
eliminations
2022
2021
Consolidated
Total
2022
2021
Revenues from equipment sales - third party
Revenues from equipment sales - intragroup
Total revenues from equipment sales
Revenues from services - third party
Revenues from services - intragroup
Total revenues from services
Total third-party revenues
Total intragroup revenues
Total revenues by operating segment
1,059
—
1,059
88
129
1,322
—
—
—
88
129
1,322
2,751
10,767 11,155 3,833
1
1
10,799 11,183 3,834
2,752
11,826 12,477 3,962 2,839
1
11,858 12,505 3,963 2,840
32
32
28
28
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(33)
(33)
—
(33)
(33)
1
—
1
(1)
1,188
—
1,188
1,411
—
1,411
14,600 13,905
—
—
(29)
(30) 14,600 13,905
— 15,788 15,316
—
—
(29)
(29) 15,788 15,316
TIM Group Consolidated financial statements
Note 39
Segment reporting
229
Purchase of intangible, tangible and rights of use assets by operating segment
(million euros)
Domestic
Brazil
Other Operations Adjustments and
2022
2021
2022
2021
2022
2021
eliminations
2022
2021
Consolidated
Total
2022
2021
Purchase of intangible assets
Purchase of tangible assets
Purchase of rights of use assets
Total purchase of intangible, tangible and
rights of use assets
of which: capital expenditures
of which: increases in lease/leasing
contracts for rights of use assets
Headcount by Operating Segment
(number of units)
Headcount
913
1,204
2,178 2,095
304
464
215
650
489
682
570
442
3,555 3,603
3,377
3,207
1,354
870
1,694
1,253
348
226
484
441
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,886
1,128
— 2,828 2,665
746
953
—
— 4,909
—
5,297
4,077 4,630
—
832
667
Domestic
Brazil
Other Operations
Consolidated Total
12/31/2022 12/31/2021 12/31/2022 12/31/2021 12/31/2022 12/31/2021 12/31/2022 12/31/2021
51,929
40,984
50,392
42,591
9,395
9,325
13
13
Assets and liabilities by Operating Segment
(million euros)
Domestic
Brazil
Other Operations
Adjustments and
eliminations
Consolidated Total
7,970
907
8,877
277
40,747 40,805
Non-current operating assets
3,975
3,794
Current operating assets
44,722 44,599
Total operating assets
Investments accounted for using
2,725
the equity method
Discontinued operations /Non-current assets held for sale
Unallocated assets
Total Assets
Total operating liabilities
8,886
Liabilities directly associated with Discontinued operations/Non-current assets held for sale
Unallocated liabilities
Equity
Total Equity and Liabilities
12/31/2022 12/31/2021 12/31/2022 12/31/2021 12/31/2022 12/31/2021 12/31/2022 12/31/2021 12/31/2022 12/31/2021
48,720 46,139
1
4,640
4,861
19
50,779
53,581
20
2,979
539
—
—
7,907
15,429
62,027 69,187
12,509
10,937
—
32,365 34,639
18,725 22,039
62,027 69,187
5,332
864
6,196
253
2
(40)
(38)
—
1
(37)
(36)
1
1
19
20
—
10,890
(105)
2,133
1,671
262
(81)
23
29
b) Reporting by geographical area
(million euros)
Italy
Outside Italy
Total
Revenues
Breakdown by location of
operations
2022
11,553
4,235
15,788
2021
12,189
3,127
15,316
Breakdown by location of
customers
2022
10,928
4,860
15,788
2021
11,557
3,759
15,316
(a)
(b)
(a+b)
c) Information about major customers
None of the TIM Group's customers exceeds 10% of consolidated revenues.
Non-current operating assets
Breakdown by location of
operations
12/31/2022
40,495
8,225
48,720
12/31/2021
40,542
5,597
46,139
TIM Group Consolidated financial statements
Note 39
Segment reporting
230
NOTE 40
RELATED-PARTY TRANSACTIONS
The following tables show the figures relating to related party transactions and the impact of those amounts
on the separate consolidated income statement, consolidated statements of financial position and
consolidated statements of cash flows.
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 gruppotim.it, under the Group - Governance - Governance Tools - Other
Codes and Procedures section.
The effects of the related-party transactions on the TIM Group separate consolidated income statement line
items for 2022 and 2021 are as follows:
SEPARATE CONSOLIDATED INCOME STATEMENT LINE ITEMS 2022
(million euros)
Total
Associates,
subsidiaries of
associates and
joint ventures
Other related
parties (*)
Pension funds Key managers
Total related
parties
% of financial
statement item
Revenues
Other income
Acquisition of goods and
services
Employee benefits
expenses
Depreciation and
amortization
Finance expenses
(a)
15,788
213
7,239
3,180
4,777
2,538
17
3
270
29
12
154
221
4
76
24
(b)
171
3
491
100
33
12
(b/a)
1.1
1.4
6.8
3.1
0.7
0.5
(*) Vivendi Group and companies belonging to the group that it belongs to, Cassa Depositi e Prestiti (CDP) and its subsidiaries and other
related parties through Directors, Statutory Auditors and Key Managers.
SEPARATE CONSOLIDATED INCOME STATEMENT LINE ITEMS 2021
(million euros)
Total
Associates,
subsidiaries of
associates and
joint ventures
Other related
parties (*)
Pension funds Key managers
Total related
parties
% of financial
statement item
(a)
15,316
272
355
6,550
31
1
31
11
142
Revenues
Other income
Acquisition of goods and
services
Employee benefits
expenses
Other operating expenses
Depreciation and
amortization
Finance income
Finance expenses
(*) Vivendi Group and companies belonging to the group that it belongs to, Cassa Depositi e Prestiti (CDP) and its subsidiaries and other
related parties through Directors, Statutory Auditors and Key Managers.
2,941
1,502
4,490
1,124
2,274
108
3
50
1
18
3
50
497
18
34
74
1
(b)
62
12
(b/a)
0.4
4.4
7.6
3.7
0.2
1.1
0.1
0.8
TIM Group Consolidated financial statements
Note 40
Related-party transactions
231
The effects of related-party transactions on the TIM Group separate consolidated statements of financial
position line items at December 31, 2022 and December 31, 2021, are as follows:
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION LINE ITEMS AT 12/31/2022
(million euros)
Total
Associates,
subsidiaries of
associates and
joint ventures
Net financial debt
Non-current financial
receivables arising from
lease contracts
(a)
(49)
Other related
parties (*)
Pension funds
Total related
parties
% of financial
statement item
(b)
(b/a)
(1)
(1)
2.0
15.9
10
(11)
10
(11)
(69)
4,597
13
11
870
25,370
Current financial receivables
arising from lease contracts
Non-current financial
liabilities for lease contracts
Current financial liabilities
for lease contracts
Total net financial debt
Other statement of
financial position line
items
Rights of use assets
Miscellaneous receivables
and other non-current
assets
Trade and miscellaneous
receivables and other
current assets
Miscellaneous payables and
other non-current liabilities
Trade and miscellaneous
payables and other current
liabilities
(*) Vivendi Group and companies belonging to the group that it belongs to, Cassa Depositi e Prestiti (CDP) and its subsidiaries and other
related parties through Directors, Statutory Auditors and Key Managers.
13
11
8,199
4,539
2,365
5,488
1,146
149
38
24
81
34
26
21
91
38
55
21
1
1
0.2
1.5
—
0.7
—
1.8
1.8
1.8
TIM Group Consolidated financial statements
Note 40
Related-party transactions
232
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION LINE ITEMS AT 12/31/2021
(million euros)
Total
(a)
Associates,
subsidiaries of
associates and
joint ventures
Other related
parties (*)
Pension funds
Total related
parties
% of financial
statement item
(b)
(b/a)
(1)
1
(1)
269
269
5,945
651
22,416
(45)
4,064
Net financial debt
Non-current financial
receivables arising from
lease contracts
Non-current financial
liabilities for lease contracts
Current financial liabilities
for financing contracts and
others
Current financial liabilities
for lease contracts
Total net financial debt
Other statement of
financial position line
items
Rights of use assets
Trade and miscellaneous
receivables and other
current assets
Miscellaneous payables and
other non-current liabilities
Trade and miscellaneous
payables and other current
liabilities
(*) Vivendi Group and companies belonging to the group that it belongs to, Cassa Depositi e Prestiti (CDP) and its subsidiaries and other
related parties through Directors, Statutory Auditors and Key Managers.
74
344
74
343
4,847
4,358
9,473
1,413
299
301
265
182
80
60
24
23
27
(1)
56
25
2
1
2
2.2
6.6
—
11.4
1.5
6.2
1.8
1.9
2.8
TIM Group Consolidated financial statements
Note 40
Related-party transactions
233
The effects of the related-party transactions on the significant TIM Group consolidated statements of cash
flows line items for 2022 and 2021 are as follows:
CONSOLIDATED STATEMENT OF CASH FLOWS LINE ITEMS 2022
(million euros)
Total
(a)
Associates,
subsidiaries of
associates and
joint ventures
Other related
parties (*)
Pension funds
Total related
parties
% of financial
statement item
(b)
(b/a)
Purchase of intangible,
tangible and rights of use
assets on an accrual basis
(*) Vivendi Group and companies belonging to the group that it belongs to; Cassa Depositi e Prestiti (CDP) and its subsidiaries and other
related parties through Directors, Statutory Auditors and Key Managers.
4,909
42
71
29
—
CONSOLIDATED STATEMENT OF CASH FLOWS LINE ITEMS 2021
(million euros)
Total
(a)
Associates,
subsidiaries of
associates and
joint ventures
Other related
parties (*)
Pension funds
Total related
parties
% of financial
statement item
(b)
(b/a)
Purchase of intangible,
tangible and rights of use
assets on an accrual basis
Dividends paid
(*) Vivendi Group and companies belonging to the group that it belongs to, Cassa Depositi e Prestiti (CDP) and its subsidiaries and other
related parties through Directors, Statutory Auditors and Key Managers.
5,297
368
23
51
15
51
8
0.4
13.9
TIM Group Consolidated financial statements
Note 40
Related-party transactions
234
Transactions with associates, subsidiaries of associates and
joint ventures
Under the scope of the reorganization of Italtel S.p.A., on April 1, 2022, TIM S.p.A. subscribed to part of the
company’s share capital increase, taking the share held by the TIM Group in Italtel S.p.A. to 17.72%.
Italtel S.p.A. is also subject to the considerable influence of TIM S.p.A. in accordance with IAS 28 (Investments
in Associates and Joint Ventures).
Therefore, starting April 1, 2022, the company is considered an associate and its subsidiaries are considered
related parties of the TIM Group.
In accordance with Art. 5, subsections 8 and 9 of Consob Regulation no. 17221 of March 12, 2010 concerning
“Related-Party Transactions” and subsequent amendments, in 2022, the carrying out of the Transaction of
greater importance is noted, as defined by Art. 4, subsection 1, letter a) of the above regulation and by Art. 7 of
the Company’s Related-Party Transactions Procedure, following the award of the European open tender
procedure for the award, by public-private partnership contract, of the development and management of the
National Strategic Hub.
The most significant values of the transactions with associates, subsidiaries of associates and joint ventures
are summarized as follows:
TIM Group Consolidated financial statements
Note 40
Related-party transactions
235
SEPARATE CONSOLIDATED INCOME STATEMENT LINE ITEMS
(million euros)
Revenues
Polo Strategico Nazionale S.p.A.
INWIT S.p.A.
I-Systems S.A.
Italtel S.p.A.
NordCom S.p.A.
TIMFin S.p.A.
Total revenues
Other income
Acquisition of goods and services
INWIT S.p.A.
I-Systems S.A.
Italtel S.p.A.
W.A.Y. S.r.l.
Other minor companies
Total acquisition of goods and
services
Other operating expenses
Depreciation and amortization
Finance expenses
INWIT S.p.A.
TIMFin S.p.A.
Total finance expenses
2022
2021
TYPE OF CONTRACT
16
15
7
1
1
(23)
17
3
167
67
27
8
1
270
—
29
9
3
12
Products and services related to the start-up phase of
the National Strategic Hub.
Voice and data transmission services for company use,
Desktop Management ICT services, IRU transfer of Dark
Optic Fiber and Local Infrastructure, Easy IP ADSL
service, property leasing, maintenance services and
42
administrative outsourcing.
1 Services supplied by TIM S.A.
Supply of fixed and mobile telephone services including
equipment, Microsoft licenses and outsourcing services.
Fixed and mobile voice services, equipment, data
network connections and outsourcing.
1
(13)
Mobile and fixed voice services, outsourced services,
fees and margins for miscellaneous costs for loans.
31
1
Recovery of seconded personnel costs, recovery of
centralized expenses.
services
Supply of services for BTS sites, power supply systems
for the supply of electricity of the hosted devices,
(alarms) and
monitoring and
security
remote
management and maintenance services,
management and monitoring of
the electricity
consumption of TIM technological infrastructures (BTS)
hosted at INWIT sites.
Supply of multimedia communication services and
capacity services.
Supply of equipment, software licenses, professional
services, hardware and software maintenance services
connected with TIM offers to end customers, supply of
network and security equipment maintenance services
for a time-frame of 24 months, linked to the TIM offer
for the customer Poste Italiane.
Supply, installation and technical assistance services for
geolocation equipment provided as part of offers to TIM
customers, software development.
341
5
8
1
355
3
50
Penalties for breach of contract on maintenance
management services to INWIT S.p.A.
Amortization of rights of use related to the recognition
of greater non-current assets amortized over the
residual contractual term, towards INWIT S.p.A.
interest related to financial
Finance expenses for
liabilities for rights of use.
15
3 Finance expenses for commission and other finance
18
expenses.
TIM Group Consolidated financial statements
Note 40
Related-party transactions
236
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION LINE ITEMS
(million euros)
Net financial debt
Non-current financial liabilities for
lease contracts
Current financial liabilities for lease
contracts
Current financial liabilities for
financing contracts and others
Other statement of financial
position line items
Rights of use assets
Miscellaneous receivables and other
non-current assets
Trade and miscellaneous
receivables and other current assets
Polo Strategico Nazionale S.p.A.
I-Systems S.A.
Italtel S.p.A.
W.A.Y. S.r.l.
Other minor companies
INWIT S.p.A.
Total trade and miscellaneous
receivables and other current assets
Miscellaneous payables and other
non-current liabilities
Trade and miscellaneous payables
and other current liabilities
Italtel S.p.A.
I-Systems S.A.
TIMFin S.p.A.
W.A.Y. S.r.l.
INWIT S.p.A.
Movenda S.p.A.
Total trade and miscellaneous
payables and other current
liabilities
12/31/2022
12/31/2021
TYPE OF CONTRACT
—
—
—
—
1
20
3
1
1
1
—
26
—
15
9
8
2
—
—
34
financial
Non-current
the
recognition of rights of use for lease liabilities with
INWIT S.p.A.
liabilities
related
to
269
74
1
Current financial liabilities related to the recognition of
rights of use for lease liabilities with INWIT S.p.A.
Financial liabilities for expenses on the transfer of
receivables in respect of TIMFin S.p.A.
299
Rights of use related to the recognition of greater non-
current assets amortized over the residual contractual
term, towards INWIT S.p.A.
Other deferred costs to Italtel S.p.A.
Products and services related to the start-up phase of
the National Strategic Hub.
1 Services supplied by TIM S.A.
Supply of fixed and mobile telephone services including
Microsoft devices and licenses.
Deferred costs for supply of customized platforms,
application offers and fixed and mobile voice services.
2
1
Voice and data transmission services for company use,
Desktop Management ICT services, IRU transfer of Dark
Optic Fiber and Local Infrastructure, Easy IP ADSL
service, property leasing, maintenance services and
administrative outsourcing.
20
24
2
Deferred subscription charge revenues from INWIT
S.p.A.
Supply contracts connected with
operation.
Supply of multimedia communication services and
capacity services.
investment and
5
3 Cost of the risk for loans.
2
Supply, installation and technical assistance services for
geolocation equipment provided as part of offers to TIM
customers, software development.
Supply of services for BTS sites, monitoring and security
services, management and maintenance services.
1 Supply and certification of SIM-cards, software systems.
171
182
TIM Group Consolidated financial statements
Note 40
Related-party transactions
237
CONSOLIDATED STATEMENT OF CASH FLOWS LINE ITEMS
(million euros)
Purchase of intangible, tangible and
rights of use assets on an accrual
basis
Italtel S.p.A.
INWIT S.p.A.
Movenda S.p.A.
Total purchase of intangible,
tangible and rights of use assets on
an accrual basis
2022
2021
TYPE OF CONTRACT
35
7
—
42
-
Software development, FTTH design for FiberCop
works, supply of hardware and software, installations of
hardware and engineering services for the network
platforms.
IRU acquisition of backhauling connections, supply of
plants, installation and related activations for the
extension of indoor radio mobile coverage relating to
TIM offerings to end customers.
7
1 Supply and development systems software.
8
TIM Group Consolidated financial statements
Note 40
Related-party transactions
238
Transactions with other related parties (through directors,
statutory auditors and key managers, as well as participants in
shareholder agreements pursuant to Article 122 of the
Consolidated Law on Finance)
Details are provided below of the transactions with:
■
■
■
Vivendi Group and the companies of the group that it belongs to;
CDP Group (Cassa Depositi e Prestiti and Group subsidiaries);
Companies
responsibilities.
related through Directors, Statutory Auditors and Key Managers with strategic
The most significant amounts are summarized as follows:
SEPARATE CONSOLIDATED INCOME STATEMENT LINE ITEMS
(million euros)
Revenues
2022
2021
TYPE OF CONTRACT
Cassa Depositi e Prestiti Group
Vivendi group
Total revenues
Other income
Acquisition of goods and services
Cassa Depositi e Prestiti Group
Havas Group
Vivendi group
Total acquisition of goods and
services
Depreciation and amortization
Finance income
153
1
154
77
139
5
221
4
Transfer of rights to use lead-in ducts and revenues for
the rental of vertical segments, IRU transfer of rights to
use dark fiber installation and infrastructures; supply of
housing, dark
fiber maintenance and dedicated
GEA/Giganet connectivity services, fixed and mobile
voice
licenses,
services,
application outsourcing
maintenance services, electricity supply services.
Circuit rental services and feasibility study for routing
and submarine cable interface solutions in America to
the Vivendi Group.
services and devices, Microsoft
cloud
services,
30
1
31
Reimbursement by a CDP Group company due to
Telenergia following the judgment of the Council of
State no. 5625-2021s, published on 7/30/2021.
11
Supply of cloud enabling services for the award of cloud
computing services, security, the development of on-
line services and portals and applicative cooperation for
the Public Administrations, Concession of
the
installation of sheaths for telecommunication cables
along the motorway segments (occupation of soil and
movement of cables), use and maintenance of the
former Metroweb network of Milan and Genoa (primary
network portion) and purchase of electricity
Purchase of media space on behalf of the TIM Group
and, to a lesser extent, development and delivery of
advertising campaigns.
Purchase of musical and television digital content
(TIMmusic, TIMvision), operative management of the
Telecom Italia S.p.A. on-line store platform “TIM I Love
Games” and related developments.
31
107
4
142
IRUs acquired by FiberCop to Cassa Depositi e Prestiti
1
TIM Group Consolidated financial statements
Note 40
Related-party transactions
239
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION LINE ITEMS
(million euros)
Net financial debt
12/31/2022
12/31/2021
TYPE OF CONTRACT
Non-current financial assets
Current financial assets
Non-current financial liabilities
Current financial liabilities
Other statement of financial
position line items
Rights of use assets
Trade and miscellaneous
receivables and other current assets
Cassa Depositi e Prestiti Group
Havas Group
Total trade and miscellaneous
receivables and other current assets
Miscellaneous payables and other
non-current liabilities
Cassa Depositi e Prestiti Group
Vivendi group
Total miscellaneous payables and
other non-current liabilities
Trade and miscellaneous payables
and other current liabilities
Cassa Depositi e Prestiti Group
Havas Group
Vivendi group
Total trade and miscellaneous
payables and other current
liabilities
(1)
(11)
10
13
38
55
—
55
19
2
21
47
42
2
91
financial
receivables arising
Non-current financial receivables arising from lease
contracts for Cassa Depositi e Prestiti.
Current
lease
contracts (portion not collected IRU lead-in ducts) for
1
Cassa Depositi e Prestiti
Lease contract renewal (former Metroweb) for Cassa
Depositi e Prestiti
Payable for purchase in IRU infrastructures, contract
former Metroweb for Cassa Depositi e Prestiti
from
2
Supply and
infrastructure for Cassa Depositi e Prestiti
installation of vertical segments and
supply of housing, dark
IRU transfer of rights to use dark fiber installation and
infrastructures;
fiber
maintenance and dedicated GEA/Giganet connectivity
services, fixed and mobile voice services and devices,
Microsoft
licenses, application outsourcing services,
cloud services, maintenance services and electricity
supply.
Prepaid expenses related to costs for advertising
services.
43
13
56
23 Deferred subscription charges revenues.
2 Deferred income for IRU sale.
25
Supply of cloud enabling services for the award of cloud
computing services, security, the development of on-
line services and portals and applicative cooperation for
the Public Administrations, Concession of
the
installation of sheaths for telecommunication cables
along the motorway segments (occupation of soil and
movement of cables), use and maintenance of the
former Metroweb network of Milan and Genoa (primary
network portion) and purchase of electricity.
Purchase of media space on behalf of the TIM Group
and, to a lesser extent, development and delivery of
advertising campaigns.
Purchase of musical and television digital content
(TIMmusic, TIMvision), operative management of the
Telecom Italia S.p.A. on-line store platform “TIM I Love
Games” and related developments.
21
37
2
60
TIM Group Consolidated financial statements
Note 40
Related-party transactions
240
CONSOLIDATED STATEMENT OF CASH FLOWS LINE ITEMS
(million euros)
2022
2021
TYPE OF CONTRACT
Purchase of intangible, tangible and
rights of use assets on an accrual
basis
Cassa Depositi e Prestiti Group
Vivendi group
Total purchase of intangible,
tangible and rights of use assets on
an accrual basis
Dividends paid
Cassa Depositi e Prestiti Group
Vivendi group
Total Dividends paid
28
1
29
—
—
—
the
installation of sheaths
for
Concession of
telecommunication cables along
the motorway
segments (occupation of soil and movement of cables),
use and maintenance of the former Metroweb network
of Milan and Genoa (primary network portion).
Development of the discovery phase and MYCanal+
platform supply for the TimVision Service.
-
16
16
15 Dividends paid.
36 Dividends paid.
51
Transactions with pension funds
The most significant amounts are summarized as follows:
SEPARATE CONSOLIDATED INCOME STATEMENT LINE ITEMS
(million euros)
Employee benefits expenses
Fontedir
Telemaco
Other pension funds
Total employee benefits expenses
2022
2021
TYPE OF CONTRACT
9
64
3
76
Contributions to pension funds.
9
61
4
74
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION LINE ITEMS
(million euros)
12/31/2022
12/31/2021
TYPE OF CONTRACT
Trade and miscellaneous payables
and other current liabilities
Fontedir
Telemaco
Other pension funds
Total trade and miscellaneous
payables and other current
liabilities
3
20
1
24
Payables for contributions to pension funds.
3
20
23
TIM Group Consolidated financial statements
Note 40
Related-party transactions
241
Remuneration to key managers
In 2022, the total remuneration recorded on an accrual basis by TIM or by Group subsidiaries in respect of key
managers amounted to 24 million euros (34 million euros for 2021)
(million euros)
Short-term remuneration
Long-term remuneration
Employment termination benefit incentives
Share-based payments (*)
Total
2022
14 (1)
1
5 (2)
18
7 (5)
34
2021
9 (4)
4 (3)
24
(*) 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 and Plans of the subsidiaries).
(1) of which 1.2 million euros recorded by the subsidiaries;
(2) of which 0.1 million euros recorded by the subsidiaries:
(3) of which 2.8 million euros recorded by the subsidiaries:
(4) of which 1.2 million euros recorded by the subsidiaries:
(5) of which 1.0 million euros recorded by the subsidiaries:
Short-term remuneration is paid during the reference year, and, at the latest, within the six months following
the end of that period.
In 2022, the contributions paid in to defined contribution plans (Assida and Fontedir) by TIM S.p.A. or by
subsidiaries of the Group on behalf of key managers, amounted to 212 thousand euros (140 thousand euros at
December 31, 2021).
TIM Group Consolidated financial statements
Note 40
Related-party transactions
242
In 2022, "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:
Directors:
Managing Director and Chief Executive Officer of TIM S.p.A.
General Manager of TIM S.p.A.
(1) Diretor Presidente TIM S.A.
(2) Diretor Presidente TIM S.A.
(3) a.i. Head of Human Resources, Organization & Real Estate
(4) Chief Financial Office
(5) Chief Human Resources, Organization, Real Estate & Transformation Office
(6) Chief Human Resources, Organization & Real Estate Office
(7) Chief Human Resources & Organization Office
Head of Procurement
(8) Head of Security
Chief Enterprise Market Office
Chief Regulatory Affairs Office
Head of Legal & Tax
Chief Strategy & Business Development Office
(9) Chief Network, Operations & Wholesale Office
(10) Chief Executive Officer of TI Sparkle
(11) Chief Financial Office
(12) Chief Consumer, Small & Medium Market Office
(13) Chief Public Affairs & Security Office
Chief Executive Officer of Telsy
(14) Chief Enterprise and Innovative Solutions Office
(15) Chief Executive Officer of Noovle
(16) Chief Network, Operations & Wholesale Office
Pietro Labriola
Managers:
Alberto Maria Griselli
Giovanna Bellezza
Adrian Calaza Noia
Paolo Chiriotti
Simone De Rose
Stefano Grassi
Massimo Mancini
Giovanni Gionata Massimiliano Moglia
Agostino Nuzzolo
Claudio Giovanni Ezio Ongaro
Elisabetta Romano
Giovanni Ronca
Andrea Rossini
Eugenio Santagata
Elio Schiavo
Stefano Siragusa
(1) To January 31, 2022
(2) From February 1, 2022
(3) To March 29, 2022
(4) From March 1, 2022
(5) From March 30, 2022 to August 2, 2022
(6) From August 3, 2022 to October 16, 2022
(7) From October 17, 2022
(8) To April 8, 2022
(9) From August 3, 2022
(10) From August 3 to November 16, 2022
(11) To February 28, 2022
(12) From February 21, 2022
(13) From April 9, 2022
(14) From May 16, 2022
(15) From November 29, 2022
(16) To August 2, 2022
TIM Group Consolidated financial statements
Note 40
Related-party transactions
243
NOTE 41
EQUITY COMPENSATION PLANS
Equity compensation plans in force at December 31, 2022, are used for attraction and retention purposes, and
as a long-term incentive for the managers and employees of the Group.
However, it should be noted that these plans do not have any significant effect on the economic result or on
the financial position or on cash flows at December 31, 2022.
A summary is provided below of the plans in place at December 31, 2022.
Description of stock option plans
TIM S.p.A. 2022-2024 Stock Option Plan
The Shareholders’ Meeting held on April 7, 2022, approved the one-shot 2022-2024 Stock Option Plan. The Plan
aims to encourage Beneficiaries to create value for the Company’s shareholders, aligning management’s
interests with the interests of TIM shareholders in terms of achieving the qualified objectives of the Industrial
Plan and growth in the value of the Share in the medium-term. The Plan intends to also assure the possibility
of attracting new managers from the outside, as the Industrial Plan is implemented.
The 2022-2024 Stock Options Plan is intended for the CEO, Top Management and a select number of
managers of the TIM Group who hold key roles in terms of achieving the Strategic Plan objectives. Addressees
are, in addition to the CEO, broken down into three pay opportunity brackets according to the contribution and
impact of the role held on the company's strategic objectives; for each bracket, the number of option rights
attributed at target, is determined.
The Plan has a strike price of 0.4240 euros, a three-year vesting period (1/1/2022-12/31/2024) and a two-year
exercise period (from approval of the 2024 financial statements and through to the next two years).
The following performance conditions are also envisaged for the three-year period 2022-2024:
■ Cumulative (reported) Economic-financial indicator (EBITDA-CAPEX) with a weight of 70%
■ ESG indicators with a total weight of 30%, structured into:
• percentage of women in positions of responsibility (15%)
• percentage of consumption of renewable energies (15%).
The level of achievement of the indicators determines the accrual of option rights over an interval that ranges
from -10% to + 10% with respect to the target number allocated per bracket.
A cap is also envisaged that is commensurate to the maximum economic benefit, calculated by applying a
normal value of the share at the moment of assessment of the performance conditions (2024 financial
statements), assumed as 1.5 euros, to the number of option rights assigned at target. The cap is applied when
the option rights accrue and impacts the number of option rights that can be assigned.
The clawback clause also applies to all addressees of this plan, up to the point of exercise of the option rights.
At December 31, 2022, there were a total of 131 addressees and the number of options assigned at target is
206,210,000.
on
the
Document
2022-2024
For more details, see the information document on the initiative available for consultation at the link
Information
Plan
(https://www.gruppotim.it/content/dam/gt/investitori/doc---avvisi/anno-2022/ita/Doc-informativo-Piano-
stock-option-22-24.pdf).
TIM S.A. Stock Option Plans
On April 10, 2014, the General Meeting of Shareholders of TIM Participações S.A. (now incorporated into TIM
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 strike price is
adjusted upwards or downwards during each year for which the plan is in force, according to the ranking of the
Total Shareholder Return of the TIM S.A. shares with respect to a panel of peers (made up of companies in the
Telecommunications, Information Technology and Media industry).
Options
Stock
The vesting period is 3 years (a third per year), the options can be exercised 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.
Year 2014
On September 29, 2014, the grantees of the options were granted the right to purchase a total of 1,687,686
shares. At December 31, 2022, there are no options that can be exercised. Out of the total attributed, 1,558,043
options have been canceled (due to the participants leaving the company or for expiry of the exercise period),
and 129,643 options have been exercised.
Year 2015
On October 16, 2015, the grantees of the options were granted the right to purchase a total of 3,355,229
shares. As of December 31, 2022, 100% of the options were considered as vested, and there are no options
that can be exercised. Of the total options granted, 1,646,080 were canceled by participants leaving the
company. All of the remaining balance (amounting to 1,709,149 options) has been exercised.
TIM Group Consolidated
financial statements
Note 41
Equity compensation plans
244
Year 2016
On November 8, 2016, the grantees of the options were granted the right to purchase a total of 3,922,204
shares. At December 31, 2022, 100% of the options were considered as vested. Of the total options granted,
1,727,424 were canceled by participants leaving the company. All of the remaining balance (amounting to
2,194,780 options) has been exercised.
Description of other compensation plans
TIM S.p.A. - Long Term Incentive Plan 2020-2022
The Shareholders' Meeting of April 23, 2020 approved the launch of the rolling and equity based long-term
incentive plan called LTI 2020-2022.
The Plan envisaged three incentive cycles, connected with the performance three-year periods 2020-2022,
2021-2023, 2022-2024; over time, two of the three incentive cycles have been launched: 2020-2022, 2021-2023.
Each cycle of the plan is divided into two parties:
■ Performance Share: free allocation of Company ordinary shares, the maturity of which is subject to an
access gate and two performance conditions, given below.
■ Attraction/Retention Share: free allocation of Company ordinary shares, the maturity of which is subject
to the continuity of the employment relationship with TIM or TIM Group companies.
In relation to the Performance Share component, the performance conditions are as follows:
■ access gate, represented by the value of the security, which at the end of each cycle must be equal to or
greater than the value of the security at the start of the same cycle (refer to the normal value of the share
equal to the average of the official closing prices of the Stock Exchange 30 days prior to the start and end
of the Plan cycle);
■ NFP/EBITDA ratio, with relative weighting equal to 40%;
■ Relative performance (TSR) of the ordinary share compared to a basket of Peers, with a relative weighting
of 60%.
A payout bonus/malus mechanism equal to 4% is applied to both components (Performance Share and
Attraction/Retention Share), linked, in equal measure,
■
■
to the percentage growth of use of renewable energy out of total energy and to the reduction of indirect
emissions of CO2 (2020-2022 cycle);
to the percentage growth of use of renewable energy out of total energy and the increase in the female
presence in the managerial population (2021-2023 cycle).
Target recipients are the Chief Executive Officer, the Top Management and a selected segment of TIM Group
management.
For the CEO, 100% of the Pay Opportunity is linked to the Performance Share component. For the remaining
recipient managers, 70% of the Pay Opportunity is linked to the Performance Share and the remaining 30% to
the Attraction/Retention Shares.
On April 7, 2022, the Shareholders’ Meeting approved, after acknowledging the changes in scenario, the
obsolescence of the 2020-22 Long Term Incentive Plan and replaced the third cycle of this plan with the new
2022-2024 Stock Options Plan described previously.
2020-2022 Cycle
The final results of the performance indicators tied to this cycle will be submitted for approval by the TIM S.p.A.
Board of Directors on March 15, 2023.
Valuation at December 31, 2022 of the gate to accessing maturity of the performance shares is below the
value of the share at the Plan start-up: failure to satisfy the Gate condition determines the forfeiture of
37,201,463 performance shares at target and the maintenance - for the 102 recipients continuing their
employment with TIM or Group subsidiaries at December 31, 2022 - of the right to receive a total of 10,879,774
shares (attraction/retention shares), considering the application of the ESG correction factor to the
comprehensive payout in the amount of + 4%.
2021-2023 Cycle
At December 31, 2022, the cycle provides for the 144 recipients to be entitled to receive an award of 42,104,350
shares upon achievement of the target, subject to:
■
the gate condition and application of the ESG correction for performance shares;
■ application of the ESG correction and continuity of the contract of employment for attraction/retention
shares.
TIM S.A. - Long Term Incentive Plan 2018-2020
On April 19, 2018, the General Meeting of Shareholders of TIM Participações S.A. (now incorporated into TIM
S.A.) approved the long-term incentive plan for managers in key positions in the company. The plan aimed to
reward participants with shares issued by the company, subject to specific temporal and performance
conditions. 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 (restricted share).
TIM Group Consolidated
financial statements
Note 41
Equity compensation plans
245
The vesting period is 3 years (with annual measurement) and the company does not have the legal obligation
to repurchase or liquidate the shares in cash or in any other form.
The plan – in addition to transferring shares to beneficiaries – also includes the possibility of rewarding
participants through the settlement of the amount corresponding in cash.
Year 2018
On April 20, 2018, plan beneficiaries were granted the right to receive a total of 849,932 shares, of which
594,954 performance shares restricted to performance conditions and with gradual vesting over 3 years and
254,978 restricted shares, with a vesting period of 3 years.
At December 31, 2022, 100% of the rights assigned were considered as vested.
Year 2019
On July 30, 2019, plan beneficiaries were granted the right to receive a total of 930,662 shares, of which
651,462 performance shares restricted to performance conditions and with gradual vesting over 3 years and
279,200 restricted shares, with a total vesting period of 3 years.
Three vesting periods ended on December 31, 2022:
■
■
■
In 2020, in compliance with the results approved on July 29, 2020, 309,557 shares were transferred to
beneficiaries, of which 209,349 relating to the original volume accrued, 83,672 granted according to the
degree to which objectives had been achieved and 16,536 shares as a result of the dividends distributed
during the period.
In 2021, in compliance with the results approved on July 26, 2021, 309,222 shares were transferred to
beneficiaries, of which 207,859 relating to the original volume accrued, 78,111 discounted according to the
degree to which objectives had been achieved and 23,252 shares for dividends distributed during the
period.
In 2022, in compliance with the results approved on April 26, 2022, 618,495 shares were transferred to
beneficiaries, of which 419,188 relating to the original volume accrued, 137,064 discounted according to the
degree to which objectives had been achieved and 62,243 shares for dividends distributed during the
period. For participants transferred to other Group companies, as per the Plan rules, payment in cash was
considered of the amount corresponding to 11,574 shares (7,842 relating to the original volume accrued,
2,537 acknowledged according to the degree to which the objectives had been achieved and 1,195 due to
dividends distributed during the period).
At December 31, 2022, of the original volume assigned of 930,662 shares, 86,424 had been canceled due to the
beneficiaries having left the company and 1,237,274 shares had been transferred to beneficiaries (836,396
relating to the original volume accrued, 298,847 from performance achieved and 102,031 for payment of
dividends in shares) and 11,574 shares had been valued and paid in cash (7,842 relating to the original volume
accrued, 2,537 from performance achieved and 1,195 for payment of dividends in shares), thereby completing
the 2019 concession.
Year 2020
On April 14, 2020, plan beneficiaries were granted the right to receive a total of 796,054 shares, of which
619,751 performance shares restricted to performance conditions and with gradual vesting over 3 years and
176,303 restricted shares, with a total vesting period of 3 years.
Two vesting periods ended on December 31, 2022:
■
■
In 2021, in compliance with the results approved on May 5, 2021, 267,145 shares were transferred to
beneficiaries, of which 206,578 relating to the original volume accrued, 51,634 granted according to the
degree to which objectives had been achieved and 8,933 shares as a result of the dividends distributed
during the period.
In 2022, in compliance with the results approved on April 26, 2022, in July 337,937 shares were transferred
to beneficiaries, of which 252,024 relating to the original volume accrued, 63,029 granted according to the
degree to which objectives had been achieved and 22,884 shares as a result of the dividends distributed
during the period. In addition, for participants transferred to other Group companies, as per the Plan rules,
payment in cash was considered in June of the amount corresponding to 3,478 shares (2,593 relating to
the original volume accrued, 649 acknowledged according to the degree to which the objectives had been
achieved and 236 due to dividends distributed during the period).
At December 31, 2022, of the original volume assigned of 796,054 shares, 74,019 had been canceled due to the
beneficiaries having left the company and 270,623 shares had been transferred to beneficiaries (209,171 related
to the original volume vested, 52,283 recognized on the basis of performance achieved and 9,169 for effect of
dividends distributed during the period). In July, 337,937 shares will be transferred to beneficiaries, of which
252,024 relating to the original volume accrued, 63,029 granted according to the degree to which the
objectives had been achieved and 22,884 shares as a result of dividends distributed during the period, thereby
leaving a balance of 264,481 shares that could be accrued at period end.
TIM S.A. - Long Term Incentive Plan 2021-2023
On March 30, 2021, the General Meeting of Shareholders of TIM S.A. approved the long-term incentive plan for
managers in key positions in the company. The plan aims to reward participants with shares issued by the
company, according to specific time (restricted shares) and performance (performance shares) conditions. The
vesting period is 3 years and the company does not have the legal obligation to repurchase or liquidate the
shares in cash or in any other form. The plan – in addition to transferring shares to beneficiaries – also includes
the possibility of rewarding participants through the settlement of the amount corresponding in cash.
TIM Group Consolidated
financial statements
Note 41
Equity compensation plans
246
Year 2021
On May 5, 2021, plan beneficiaries were granted the right to receive a total of 3,431,610 shares, of which
3,173,142 performance shares restricted to performance conditions and with gradual vesting over 3 years and
258,468 restricted shares, with a vesting period of 3 years.
In 2021, the Special Grant was added to the traditional plan, a further extraordinary concession with the aim of
encouraging the closure of the Oi purchase operation in Brazil as well as the success of the subsequent
integration operations.
Of the total 3,431,610 shares granted, 1,151,285 relate to the traditional grant (with 892,817 performance
shares and 258,468 restricted shares) and 2,280,325 refer to the Special Grant.
On December 31, 2022 the first vesting period ended:
■
In 2022, in compliance with the results approved on April 26, 2022, in July 572,608 shares were transferred
to beneficiaries, of which 463,608 relating to the original volume accrued, 87,605 granted according to the
degree to which objectives had been achieved and 21,395 shares as a result of the dividends distributed
during the period. In addition, for participants transferred to other Group companies, as per the Plan rules,
payment in cash was considered in June of the amount corresponding to 3,486 shares (2,883 relating to
the original volume accrued, 473 acknowledged according to the degree to which the objectives had been
achieved and 130 due to dividends distributed during the period).
■ Special Grant: in compliance with the results approved on April 26, 2022, 601,936 shares were transferred
to beneficiaries in July, of which 579,451 relating to the original volume accrued and 22,485 shares as a
result of the dividends distributed during the period.
At December 31, 2022, of the total assigned of 3,431,610 shares, 361,515 had been canceled due to the
beneficiaries having left the company and 3,486 shares had been transferred to beneficiaries through payment
in cash, given the results of the first vesting period of the performance shares. In July, 1,174,544 shares will be
transferred to beneficiaries, of which 1,043,059 relating to the original volume accrued, 87,605 granted
according to the degree to which the objectives had been achieved and 43,880 shares as a result of dividends
distributed during the period, thereby leaving a balance of 2,073,792 shares that could be accrued at period
end.
TIM S.A. - Long Term Incentive Plan 2022-2024
On April 26, 2022, the General Meeting of Shareholders of TIM S.A. approved the long-term incentive plan for
managers in key positions in the company. The plan aims to reward participants with shares issued by the
company, according to specific time (restricted shares) and performance (performance shares) conditions. The
vesting period is 3 years and the company does not have the legal obligation to repurchase or liquidate the
shares in cash or in any other form. The plan – in addition to transferring shares to beneficiaries – also includes
the possibility of rewarding participants through the settlement of the amount corresponding in cash.
Year 2022
On April 26, 2022, plan beneficiaries were granted the right to receive a total of 1,227,712 shares, of which
927,428 performance shares restricted to performance conditions and with gradual vesting over 3 years and
300,284 restricted shares, with a vesting period of 3 years.
At December 31, 2022, the first vesting period had not yet concluded and 44,565 shares had been canceled due
to beneficiaries leaving the Company.
Calculation of fair value measurement of the granted options
and rights
Parameters used to determine the fair value – TIM S.p.A.
Plans/Parameters
Exercise
price
(euros)
Nominal
value
(euros)
(1)
Volatility
(2)
Duration Expected
dividends
(euros)
(3)
Risk-free
interest rate
(4)
2020-2022 LTI Plan – First Cycle (2020-22)
2020-2022 LTI Plan – Second Cycle (2021-23)
SOP 2022-2024
—
—
0.424
0.35
0.42
—
n.a.
n.a.
3 years
3 years
34.6%
3 years
0.01
0.01
0.02
-0.714% at 3
years
-0.720% at 3
years
0.479% at 3
years
(1)
(2)
(3)
(4)
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.
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").
Dividends have been estimated on the basis of Bloomberg data.
The risk-free interest rate refers to the rate of government bonds of the Federal Republic of Germany (market benchmark for transactions in
euros) on the valuation date with a maturity consistent with the reporting period.
TIM Group Consolidated
financial statements
Note 41
Equity compensation plans
247
Parameters used for the assignments of TIM S.A.
Plans/Parameters
Share
base
price
(reais)
13.42
8.45
Stock option plan 2014
Stock option plan 2015
n.a.
n.a.
44.60%
6 years
35.50%
6 years
-
-
Volatility Duration
Nominal
value
(reais)
Expected
dividends
(reais)
Risk-free
interest rate
Stock option plan 2016
2018 PS/RS Plan
2019 PS/RS Plan
2020 PS/RS Plan
2021 PS/RS Plan
2022 PS/RS Plan
The parameters are characteristic of a stock option plan, considering the use of fair value appropriate only for Stock Option Plans.
36.70%
n.a.
n.a.
n.a.
n.a.
n.a.
6 years
3 years
3 years
3 years
3 years
3 years
n.a.
14.41
11.28
14.40
12.95
13.23
8.10
n.a.
n.a.
n.a.
n.a.
n.a.
-
n.a.
n.a.
n.a.
n.a.
n.a.
10.66% per
annum
16.10% per
annum
11.73% per
annum
n.a.
n.a.
n.a.
n.a.
n.a.
Effects on the income statement and statement of financial position
Equity compensation plans which call for payment in equity instruments are recorded at fair value (except for
the 2018 Plan of TIM S.A.) 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". 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, 2022.
NOTE 42
SIGNIFICANT NON-RECURRING EVENTS AND
TRANSACTIONS
The effect of 2022 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.
(million euros)
Carrying amount
Other income
Acquisition of goods and services - Expenses related to
agreements and the development of non-recurring projects
and other costs
Employee benefits expenses - Charges connected to
corporate reorganization/restructuring and other costs
Other operating expenses - Expenses related to disputes and
regulatory sanctions and potential liabilities related to them,
and expenses related to disputes with former employees
and liabilities with customers and/or suppliers for other
provisions and charges
Other income (expenses) from investments
Other finance expenses
Tax realignment pursuant to Decree Law 104/2020 Art. 110
Total non-recurring effects
Income/(Expenses) relating to Discontinued operations
Figurative amount – financial statements
Equity
Profit (loss)
for the year
Net financial
debt carrying
amount
Cash flows
(*)
(a)
18,725
23
(2,654)
23
25,370
6
(3,309)
(6)
(49)
(49)
(563)
(563)
49
438
(49)
(438)
(77)
204
(11)
(1,964)
(2,437)
—
21,162
(77)
204
(11)
(1,964)
(2,437)
—
(217)
(b)
(c)
(a–b-c)
453
(1,317)
—
(371)
—
25,741
(453)
1,317
—
—
371
—
(3,680)
(*) Cash flows refer to the increase (decrease) in Cash and cash equivalents during the year.
Flows relating to “Other operating expenses - Expenses related to disputes and regulatory sanctions and
potential liabilities related to them, and expenses related to disputes with former employees and liabilities with
TIM Group Consolidated
financial statements
Note 41
Equity compensation plans
248
customers and/or suppliers and other provisions and charges” include the effects connected with use of the
Contractual risk provisions for onerous contracts (IAS 37).
More specifically, in 2021, the net present value of the negative margin relating to contracts with certain
counterparties for multimedia contents offers, including those between TIM and DAZN, was set aside.
Starting from the 2022 financial year, use of the aforementioned Provision over the contractual term makes it
possible to offset the negative item of the margin (EBITDA) - referring to both the operating performance of
the business and commitments in terms of prices that TIM is contractually obliged to pay to counterparties -
thereby obtaining a null operating margin (organic) for the content business.
From a financial viewpoint, the negative margin covered by the Risks Provision has an equal impact on the Net
Financial Position and cash flows. For the DAZN contract, TIM is contractually obliged to pay advance
installments for each year (July 1-June 30, corresponding to each championship season).
In August 2022, TIM and DAZN reached a new agreement that - in amending the clauses previously in place -
allows DAZN to distribute football rights to show the TIM Serie A championship matches through any third
party, surpassing the previous system of TIM exclusivity. The new contractual structure has no impact on TIM
customers, who continue to enjoy matches through TimVision, the most advantageous streaming platform
with the best selection of content available on the market. At the same time, the objective is achieved of
distributing rights over multiple platforms with a view to developing a more sustainable economic model that
would also be less volatile.
During 2022, TIM S.p.A. also recorded a provision of 41 million euros for onerous contracts relating to a multi-
year agreement stipulated in 2021 which committed the Company to minimum purchases and the total
estimated cost of which for the residual duration of the agreement became apparent in 2022.
The Provision for contractual risks for onerous contracts at December 31, 2022 came to 247 million euros.
23
—
2022
The impact of non-recurring items on the separate consolidated income statement line items is as follows:
(million euros)
Revenues:
Revenue adjustments
Other income:
Recovery of operating expenses
Acquisition of goods and services, Change in inventories:
Professional expenses, consulting services and other costs
Employee benefits expenses:
Charges connected to corporate reorganization/restructuring and other costs
Other operating expenses:
Other expenses and provisions
Impact on Operating profit (loss) before depreciation and amortization, capital gains
(losses) and impairment reversals (losses) on non-current assets (EBITDA)
Goodwill impairment loss Domestic CGU
Impact on Operating profit (loss) (EBIT)
Other income (expenses) from investments:
Net capital gain on corporate transactions
Finance income:
Other finance income
Finance expenses:
Other finance expenses
(682)
—
(682)
203
—
(572)
(56)
(11)
(77)
2021
(5)
13
(49)
(367)
(735)
(1,143)
(4,120)
(5,263)
119
1
(1)
Impact on profit (loss) before tax from continuing operations
Tax realignment pursuant to Decree Law 104/2020 Art. 110
Income tax expense on non-recurring items
Impact on Profit (loss) for the year
(490)
(1,964)
17
(2,437)
(5,144)
(3,785)
276
(8,653)
Further details on the tax realignment pursuant to Decree Law 104/2020 are provided in the Note "Income tax
expense (current and deferred)".
NOTE 43
POSITIONS OR TRANSACTIONS RESULTING
FROM ATYPICAL AND/OR UNUSUAL
OPERATIONS
In accordance with Consob Communication DEM/6064293 of July 28, 2006, a statement is made to the effect
that in 2022 the TIM Group did not pursue any atypical and/or unusual transactions, as defined by that
Communication.
TIM Group Consolidated financial statements
Note 42
Significant non-recurring events and transactions
249
NOTE 44
OTHER INFORMATION
a) Exchange rates used to translate the financial statements of
foreign operations(*)
(local currency against 1 euro)
Europe
BGN
CZK
CHF
TRY
GBP
RON
RUB
North America
USD
Latin America
Bulgarian Lev
Czech koruna
Swiss franc
Turkish lira
Pound sterling
Romanian leu
Russian ruble
U.S. dollar
VES (**)
BOB
PEN
ARS
CLP
COP
BRL
Other countries
ILS
NGN
Venezuelan bolivar –
Soberano
Bolivian Bolíviano
Peruvian nuevo sol
Argentine peso
Chilean peso
Colombian peso
Brazilian real
Israeli shekel
Nigerian Naira
Year-end exchange rates
(statements of financial position)
12/31/2022
12/31/2021
Average exchange rates for the year
(income statements and statements of
cash flows)
2022
2021
1.95580
24.11600
0.98470
19.96490
0.88693
4.94950
77.95160
1.06660
18.04390
7.38750
4.08040
189.69730
909.36000
5,194.90000
5.56520
3.75540
493.65090
1.95580
24.85800
1.03310
15.23350
0.84028
4.94900
85.30040
1.13260
5.19230
7.83860
4.55660
116.53860
969.83000
4,628.12000
6.32047
3.51590
483.26890
1.95580
24.56358
1.00475
17.40879
0.85268
4.93133
73.30944
1.05335
1.95580
25.64620
1.08136
10.49995
0.85970
4.92118
87.18796
1.18285
6.87673
7.25140
4.03697
137.13626
917.46919
4,474.96042
5.43993
3.53485
449.06170
2,489,106.60692
8.16146
4.58967
112.44200
898.33180
4,430.02835
6.35936
3.82197
482.17941
(*) Source: Data processed by the European Central Bank, Reuters and major Central Banks.
(**) On October 1, 2021, a new monetary scale took effect, entailing the elimination of six zeros in relation to the previous one (1,000,000Bs = 1Bs).
b) Research and development
Costs for research and development activities are represented by external costs, dedicated employee benefits
expenses and depreciation and amortization. Details are as follows:
(million euros)
Research and development costs expensed during the year
Capitalized development costs
Total research and development costs (expensed and capitalized)
2022
49
906
955
2021
56
1,016
1,072
The decrease recorded in the 2022 financial year is due to the stabilization of implementation activities
connected with the new generation networks.
In the 2022 Separate Consolidated Income Statement, a total of 877 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).
TIM Group Consolidated
financial statements
Note 44
Other information
250
c) Leasing income
The TIM Group has entered into lease contracts on land and buildings for office and industrial use, mobile
network infrastructure sites and network infrastructure; at December 31, 2022 and at December 31, 2021 the
lease installments at nominal value still to be collected totaled:
(million euros)
Within next year
From 1 to 2 years after the end of the reporting period
From 2 to 3 years after the end of the reporting period
From 3 to 4 years after the end of the reporting period
From 4 to 5 years after the end of the reporting period
12/31/2022
91
39
38
34
33
30
265
12/31/2021
100
36
34
34
30
29
263
Beyond 5 years after the end of the reporting period
Total
d) Public funds
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 this regard, the following table
shows the disbursements collected by the TIM Group in the years 2022 and 2021:
Distributing entity
Fondimpresa/Fondirigenti
Infratel
Ministry of Enterprises and Made in
Italy (formerly the Ministry of
Economic Development)
ANPAL
Other
Total(*)
(*) 2022 - includes 0.7 million euros in returns
Area of intervention
training
construction of Broadband and Ultrabroadband
infrastructure
research and innovation
training
Received in
2022
(million euros)
3
Received in
2021
(million euros)
3
3
—
1
10
3
54
1
58
e) Directors' and statutory auditors' remuneration
Total remuneration due for 2022 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 4.973 million euros for directors and
0.575 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, subsections 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: gruppotim.it/assemblea.
f) Summary schedule of fees due to the audit firm and other
firms in its network
The following schedule reports the fees due to EY S.p.A. and to the other firms in the EY network for the audit
of the 2022 financial statements, and the fees referring to 2022 for other audit and review services, and for
other services besides audit rendered to the companies of the TIM Group from EY S.p.A. and other firms in the
EY network. The out-of-pocket expenses incurred for these services in 2022 are also shown.
(euros)
Audit services
Audit services with the issue of
certification
Certification of compliance of the
Consolidated Non-Financial
Statement
Other services
Total 2022 fees due for auditing
and other services to the EY
network
Out-of-pocket expenses
Total
EY S.p.A.
Subsidiaries
TIM Group
TIM
S.p.A.
Other entities of the EY network
Subsidiaries
TIM Group
TIM
S.p.A.
2,751,643 2,214,676 4,966,319
91,000
64,000
27,000
— 2,220,863 2,220,863
32,000
—
32,000
78,025
65,000
—
—
78,025
65,000
—
—
50,543
—
50,543
—
2,958,668 2,241,676 5,200,344
45,525
2,986,433 2,259,436 5,245,869
27,765
17,760
— 2,303,406 2,303,406
84,929
—
— 2,388,335 2,388,335
84,929
Total
EY network
7,187,182
123,000
128,568
65,000
7,503,750
130,454
7,634,204
TIM Group Consolidated
financial statements
Note 44
Other information
251
NOTE 45
EVENTS SUBSEQUENT TO DECEMBER 31, 2022
TIM successfully placed an 850 million euro bond with 5-year
maturity
Following approval by the Board of Directors on January 18, 2023 and after completion of bookbuilding, TIM
S.p.A. has successfully placed an 850-million euro fixed-rate unsecured bond offered to institutional investors.
The proceeds from the new issue will be used to optimize and refinance the maturities of existing debt.
The details are shown below:
Issuer: TIM S.p.A.
Amount: 850 million euros
Settlement date: January 27, 2023
Maturity: February 15, 2028
Coupon: 6.875%
Issue price: 100.0%
Redemption price: 100.0%
The bond regulation sets out various commitments typical of these types of transactions for the issuer,
including the limit of granting guarantees over
its assets or implementing extraordinary corporate
transactions, except where certain covenants are met.
The bond was listed on the Luxembourg stock exchange Euro MTF market. The ratings agencies Moody’s, S&P
and Fitch have attributed a rating to the bond respectively of B1, B+ and BB-.
TIM: non-binding offers for the purchase of Netco
On February 2, 2023, TIM reported having received from Kohlberg Kravis Roberts & Co. L.P. (“KKR”) a non-
binding offer (“KKR NBO”) for the purchase of a stake in a newco being established, coinciding with the
managerial and infrastructural scope of the fixed network, including the assets and business of FiberCop, as
well as the holding in Sparkle (the “Netco”). The non-binding offer refers to a share to be defined, without
prejudice to the fact that the purchase would result in the loss of vertical integration with respect to TIM. The
TIM Board of Directors - which met on February 2, 2023 to start the process relating to the examination of the
non-binding offer - decided to meet again on February 24, 2023 to resolve on the non-binding offer received
from KKR for NetCo, also notifying its willingness to assess any alternatives as may become concrete in the
meantime and continue talking to its stakeholders.
In connection with the press news regarding the non-binding offer on TIM’s fixed infrastructure presented by
KKR, on the request of Consob, the Company has clarified that unless otherwise agreed by the parties, the
offer shall last for 4 weeks from the date on which it was submitted (February 1) and the Board of Directors
would be meeting in the meantime to discuss the offer and make the relevant decisions.
As is standard practice for transactions of this type, the non-binding offer is only approximate and is subject to
analyses, investigations and assessments to be carried out in the meantime, also discussing this with KKR. On
the other hand, and as already reported, TIM is ready to consider alternative options.
Thereafter, on February 21, 2023, TIM reported having received a letter from KKR extending the deadline of this
offer to March 24, 2023. More specifically, as indicated in the letter, the extension of the deadline is due to a
request made by the government to have another four weeks within which to carry out a joint analysis of the
publishing aspects of the transaction, concerning the powers that can be exercised by the government in the
sector. KKR has, however, confirmed that is willing to continue a constructive dialog with TIM and proceed with
due diligence.
On February 24, 2023, TIM S.p.A.’s Board of Directors examined the contents of the KKR NBO and the letter of
extension received on February 21, 2023, also with the help of the analyses and investigations carried out by
the management with the support of the advisors. In light of the information received, the Board has much
appreciated the interest expressed in said NBO, despite considering that it does not fully reflect the value of
the asset and TIM’s expectations, also in terms of the sustainability of the company resulting from the
operation considered therein. Therefore, in order to foster the alignment of the conditions of the operation
proposed with respect to the strategic context relevant to TIM, the Board has resolved to make certain specific
information available to KKR - on a non-exclusive basis - and to request the additional indications necessary to
fully understand the topics and economics of the proposal. The above is with the aim of receiving an improved
offer following such exchanges of information, by the deadline of March 31, 2023.
On March 5, 2023, TIM reported having received from a consortium consisting of CdP Equity S.p.A. (CDPE) and
Macquarie Infrastructure and Real Assets (Europe) Limited, acting on behalf of a group of investment funds
managed or assisted by the Macquarie Group (the “Consortium”), a non-binding offer (the “Consortium NBO”)
for the purchase of 100% of a company being established, substantially responsible for the managerial and
infrastructural scope of the fixed network, including the assets and business of FiberCop and the investment in
Sparkle (the “Netco”).
The Board examined the contents of the Consortium NBO, also through analyses and investigations by the
management and with the support of the advisors.
TIM Group Consolidated financial statements
Note 45
Events subsequent to December 31, 2022
252
In light of the information received, the Board much appreciated the interest expressed in such Consortium
NBO, despite considering that - just like the KKR NBO - it did not reflect the value of the asset and TIM’s
expectations. Therefore, in compliance with what had happened in the context of the KKR NBO, in order to
foster the alignment of the conditions of the operation proposed with respect to the strategic context relevant
to TIM, the Board has resolved to make certain specific information available to the Consortium - on a non-
exclusive basis - and to request the additional indications necessary to fully understand the topics and
economics of the Consortium NBO.
In addition, in order to allow both the Consortium and KKR to submit their best offers in a defined competitive
process, it appointed the Chief Executive Officer, Pietro Labriola, to start a regulated process, sending both
offerers, through their advisors, a process letter setting out:
■
■
the terms that would give them access to additional, specific information, identical for both offerers;
the ways by which each could submit a better non-binding offer by April 18, 2023.
The Board also resolved to assign the Related Parties Committee the task of carrying out due investigations in
respect of both offers.
Agreement with the trade unions pursuant to Art. 4 of Law
92/2012
On March 21, 2023, TIM S.p.A. and the Trade Unions signed an agreement pursuant to Art. 4 of Italian Law no.
92/2012. The agreement involves an incentive to take redundancy for up to 2,000 people and is valid until
November 30, 2023.
TIM Group Consolidated financial statements
Note 45
Events subsequent to December 31, 2022
253
NOTE 46
LIST OF COMPANIES OF THE TIM GROUP
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
Reg. office
Currency Share Capital
% Ownership
% of
voting
rights
Participating companies
PARENT COMPANY
TIM S.p.A.
SUBSIDIARIES CONSOLIDATED LINE-BY-LINE
DOMESTIC BU
CD FIBER S.r.l.
(design, construction, maintenance and management of
network infrastructure services and high-speed
electronic communication systems)
FIBERCOP S.p.A.
(infrastructures, networks, passive cabled access services
to the premises of end users to be offered to TLC
operators throughout Italy)
GLOBAL SPACE TRE S.r.l. (in liquidation)
(ICT services)
MED 1 SUBMARINE CABLES Ltd
(construction and management of the submarine cable
lev1)
MINDICITY S.r.l. BENEFIT CORPORATION
(design, development, implementation, installation,
management and marketing of software, hardware,
electronic IT systems and telecommunications systems)
NOOVLE AI S.r.l.
(ICT services)
NOOVLE INTERNATIONAL SAGL
(ICT services)
NOOVLE MALTA Ltd
(ICT services)
NOOVLE S.p.A. SOCIETA' BENEFIT
(design, implementation and management of
infrastructures and data center services)
NOOVLE SICILIA S.c.a.r.l.
(ICT services)
NOOVLE SLOVAKIA S.R.O. (in liquidation)
(ICT services)
OLIVETTI PAYMENT SOLUTIONS S.p.A.
(management of equity investments, study and research
activities, commercial, industrial, financial movable and
real estate activities)
OLIVETTI S.p.A. SOCIETA' BENEFIT
(production and sale of office equipment and
information technology services)
PANAMA DIGITAL GATEWAY S.A.
(telecommunications services and data center
management)
STAER SISTEMI S.r.l.
(activities connected with the production and marketing
of electronic systems and programs and activities
connected with energy efficiency plants)
TELECOM ITALIA SAN MARINO S.p.A.
(San Marino telecommunications management)
TELECOM ITALIA SPARKLE S.p.A.
(completion and management of telecommunications
services for public and private use)
TELECOM ITALIA TRUST TECHNOLOGIES S.r.l.
(other operations related to non-classified IT services)
MILAN
EUR
11,677,002,855
ROME
MILAN
ROME
RAMAT GAN
(ISRAEL)
CASALMAGGIORE
(CREMONA)
ROVERETO
(TRENTO)
PREGASSONA
(SWITZERLAND)
GZIRA
(MALTA)
MILAN
PALERMO
BRATISLAVA
(SLOVAKIA)
MILAN
IVREA
(TURIN)
PANAMA CITY
(PANAMA)
ROME
BORGO
MAGGIORE
(SAN MARINO)
ROME
POMEZIA
(ROME)
EUR
EUR
EUR
ILS
EUR
EUR
CHF
EUR
EUR
EUR
EUR
EUR
EUR
USD
EUR
EUR
EUR
EUR
50,000
100.0000
TIM S.p.A.
10,000,000
58.0000
TIM S.p.A.
10,000
9,607,583
100.0000
100.0000
NOOVLE S.p.A. SOCIETA' BENEFIT
TELECOM ITALIA SPARKLE S.p.A.
10,000
70.0000
OLIVETTI S.p.A. SOCIETA' BENEFIT
10,000
20,000
10,000
1,000,000
50,000
5,000
50,000
100.0000
100.0000
90.0000
100.0000
80.0000
85.0000
15.0000
100.0000
NOOVLE S.p.A. SOCIETA' BENEFIT
NOOVLE S.p.A. SOCIETA' BENEFIT
NOOVLE INTERNATIONAL SAGL
TIM S.p.A.
NOOVLE S.p.A. SOCIETA' BENEFIT
NOOVLE S.p.A. SOCIETA' BENEFIT
TELECOM ITALIA FINANCE S.A.
OLIVETTI S.p.A. SOCIETA' BENEFIT
11,000,000
100.0000
TIM S.p.A.
10,000
419,000
60.0000
100.0000
TELECOM ITALIA SPARKLE S.p.A.
OLIVETTI S.p.A. SOCIETA' BENEFIT
1,808,000
100.0000
200,000,000
100.0000
TIM S.p.A.
TIM S.p.A.
7,000,000
100.0000
OLIVETTI S.p.A. SOCIETA' BENEFIT
TIM Group Consolidated financial statements
Note 46
List of companies of the TIM Group
254
Reg. office
Currency Share Capital
% Ownership
10,000
3,000,000
78,000
100.0000
100.0000
51.0000
% of
voting
rights
Participating companies
TIM S.p.A.
TIM S.p.A.
TELECOM ITALIA SAN MARINO S.p.A.
Company name
TELECOM ITALIA VENTURES S.r.l.
(investment holding company)
TELECONTACT CENTER S.p.A.
(telemarketing services)
TELEFONIA MOBILE SAMMARINESE S.p.A.
(development and management of mobile
telecommunications plants and services)
TELENERGIA S.r.l.
(import, export, purchase, sale and trade of electricity)
TELSY S.p.A.
(production, installation, maintenance, reconditioning and
sale of terminals, radio telephones, telecommunications
and electronic systems in general)
TI SPARKLE AMERICAS Inc.
(managed bandwidth services)
TI SPARKLE ARGENTINA S.A.
(managed bandwidth services)
TI SPARKLE AUSTRIA GmbH
(telecommunications services)
TI SPARKLE BELGIUM S.P.R.L. – B.V.B.A.
(telecommunications services)
TI SPARKLE BRASIL PARTIÇIPAÇÕES Ltda
(investment holding company)
TI SPARKLE BRASIL TELECOMUNICAÇÕES Ltda
(managed bandwidth services)
TI SPARKLE BULGARIA EOOD
(telecommunications)
TI SPARKLE CHILE S.p.A.
(managed bandwidth services)
TI SPARKLE COLOMBIA Ltda
(managed bandwidth services)
TI SPARKLE CZECH S.R.O.
(telecommunications services)
TI SPARKLE FRANCE S.A.S.
(installation and management of telecommunications
services for fixed network and related activities)
TI SPARKLE GERMANY GmbH
(telecommunications services)
TI SPARKLE GREECE S.A.
(telecommunications)
TI SPARKLE ISRAEL Ltd
(international wholesale telecommunication services)
TI SPARKLE NETHERLANDS B.V.
(telecommunications services)
TI SPARKLE NORTH AMERICA, Inc.
(telecommunications and promotional services)
TI SPARKLE PANAMA S.A.
(managed bandwidth services)
TI SPARKLE PERU’ S.A.
(managed bandwidth services)
TI SPARKLE PUERTO RICO LLC
(managed bandwidth services)
TI SPARKLE ROMANIA S.r.l.
(telecommunications services)
TI SPARKLE RUSSIA LLC
(telecommunications services)
TI SPARKLE SINGAPORE Pte.Ltd
(telecommunications services)
TI SPARKLE SLOVAKIA S.R.O.
(telecommunications services)
TI SPARKLE SPAIN TELECOMMUNICATIONS S.L.
(telecommunications services)
TI SPARKLE ST. CROIX LLC
(managed bandwidth services)
EUR
EUR
EUR
EUR
EUR
USD
ARS
EUR
EUR
BRL
BRL
BGN
CLP
COP
CZK
EUR
EUR
EUR
ILS
EUR
USD
USD
PEN
USD
RON
RUB
USD
EUR
EUR
USD
MILAN
NAPLES
BORGO
MAGGIORE
(SAN MARINO)
ROME
TURIN
MIAMI
(UNITED
STATES OF
AMERICA)
BUENOS AIRES
(ARGENTINA)
VIENNA
(AUSTRIA)
BRUSSELS
(BELGIUM)
RIO DE
JANEIRO
(BRAZIL)
RIO DE
JANEIRO
(BRAZIL)
SOFIA
(BULGARIA)
SANTIAGO
(CHILE)
BOGOTA'
(COLOMBIA)
PRAGUE
(CZECH
REPUBLIC)
PARIS
(FRANCE)
FRANKFURT
(GERMANY)
ATHENS
(GREECE)
RAMAT GAN
(ISRAEL)
AMSTERDAM
(NETHERLAND
S)
NEW YORK
(UNITED
STATES OF
AMERICA)
PANAMA CITY
(PANAMA)
LIMA
(PERU)
SAN JUAN
(PUERTO RICO)
BUCHAREST
(ROMANIA)
MOSCOW
(RUSSIA)
SINGAPORE
BRATISLAVA
(SLOVAKIA)
MADRID
(SPAIN)
VIRGIN
ISLANDS
(UNITED
STATES OF
AMERICA)
50,000
100.0000
5,390,000
100.0000
TIM S.p.A.
TIM S.p.A.
10,000
100.0000
TELECOM ITALIA SPARKLE S.p.A.
9,998,000
2,735,000
2,200,000
71,563,866
69,337,363
100,000
5,852,430,960
12,635,774,000
6,720,000
100.0000
100.0000
99.9967
0.0033
99.9999
0.0001
99.9999
0.0001
100.0000
100.0000
99.9999
0.0001
100.0000
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE UK Ltd
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE AMERICAS Inc.
TI SPARKLE BRASIL PARTIÇIPAÇÕES Ltda
TI SPARKLE AMERICAS Inc.
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE AMERICAS Inc.
TELECOM ITALIA SPARKLE S.p.A.
18,295,000
100.0000
TELECOM ITALIA SPARKLE S.p.A.
25,000
368,760
1,000
18,200
15,550,000
10,000
57,101,788
3,050,000
3,021,560
8,520,000
5,121,120
300,000
1,687,124
1,000
100.0000
100.0000
100.0000
100.0000
100.0000
100.0000
99.9999
0.0001
100.0000
100.0000
99.0000
1.0000
99.9999
0.0001
100.0000
100.0000
100.0000
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE AMERICAS Inc.
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE UK Ltd
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE NORTH AMERICA, Inc.
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
TIM Group Consolidated financial statements
Note 46
List of companies of the TIM Group
255
Company name
TI SPARKLE SWITZERLAND GmbH
(telecommunications services)
TI SPARKLE TURKEY TELEKOMÜNIKASYON ANONIM
SIRKETI
(telecommunications services)
TI SPARKLE UK Ltd
(value-added and networking services)
TI SPARKLE VENEZUELA C.A.
(managed bandwidth services)
TIESSE S.c.p.A. (in liquidation)
(installation and assistance for electronic, IT, telematics
and telecommunications equipment)
TIM MY BROKER S.r.l.
(Insurance brokerage)
TIM RETAIL S.r.l.
(sale of fixed and mobile telecommunications products
and services and all analog and digital broadcasting
equipment)
TIM SERVIZI DIGITALI S.p.A.
(development and ordinary and extraordinary
maintenance of plants for the supply of
telecommunications services to end customers)
TIS LAGOS LIMITED
(telecommunications services)
BRAZIL BU
COZANI RJ INFRAESTRUCTURA E REDE DE
TELECOMUNICAÇÕES S.A.
(telecommunications services)
TIM BRASIL SERVIÇOS E PARTICIPAÇÕES S.A.
(investment holding company)
TIM S.A.
(telecommunications services)
OTHER OPERATIONS
OLIVETTI DEUTSCHLAND GmbH
(sale of office equipment and supplies)
OLIVETTI UK Ltd
(sale of office equipment and supplies)
TELECOM ITALIA CAPITAL S.A.
(financial company)
TELECOM ITALIA FINANCE S.A.
(financial company)
TELECOM ITALIA LATAM PARTICIPAÇÕES E GESTÃO
ADMINISTRATIVA Ltda
(telecommunications and promotional services)
TI AUDIT COMPLIANCE LATAM S.A. (in liquidation)
(internal audit services)
Reg. office
ZURICH
(SWITZERLAND)
ISTANBUL
(TURKEY)
LONDON
(UNITED
KINGDOM)
CARACAS
(VENEZUELA)
IVREA
(TURIN)
ROME
MILAN
ROME
LAGOS
(NIGERIA)
RIO DE JANEIRO
(BRAZIL)
RIO DE JANEIRO
(BRAZIL)
RIO DE JANEIRO
(BRAZIL)
NURNBERG
(GERMANY)
NORTHAMPTON
(UNITED
KINGDOM)
LUXEMBOURG
LUXEMBOURG
SAO PAULO
(BRAZIL)
RIO DE JANEIRO
(BRAZIL)
Currency
CHF
TRY
EUR
VES
EUR
EUR
EUR
EUR
Share Capital
% Ownership
2,000,000
65,000,000
3,983,254
10
103,292
10,000
2,402,241
100.0000
100.0000
100.0000
100.0000
61.0000
100.0000
100.0000
% of
voting
rights
Participating companies
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
OLIVETTI S.p.A. SOCIETA' BENEFIT
TIM S.p.A.
TIM S.p.A.
50,000
100.0000
TIM S.p.A.
NGN
10,000,000
99.9999
0.0001
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE UK Ltd
BRL
2,993,889,243
100.0000
TIM S.A.
BRL
BRL
EUR
GBP
EUR
EUR
BRL
BRL
8,227,356,500
13,477,890,508
25,600,000
6,295,712
2,336,000
1,818,691,979
118,925,804
1,500,000
99.9999
0.0001
66.5882
0.0005
100.0000
100.0000
100.0000
100.0000
99.9997
69.9996
30.0004
TELECOM ITALIA FINANCE S.A.
TIM S.p.A.
66.5885 TIM BRASIL SERVIÇOS E PARTICIPAÇÕES S.A.
TIM S.A.
OLIVETTI S.p.A. SOCIETA' BENEFIT
OLIVETTI S.p.A. SOCIETA' BENEFIT
TIM S.p.A.
TIM S.p.A.
TIM S.p.A.
TIM S.p.A.
TIM BRASIL SERVIÇOS E PARTICIPAÇÕES S.A.
TIM Group Consolidated financial statements
Note 46
List of companies of the TIM Group
256
Company name
Reg. office
Currency Share Capital
% Ownership
% of
voting
rights
Participating companies
BRL
EUR
EUR
EUR
EUR
EUR
ROME
ROME
MILAN
MILAN
MILAN
RIO DE
JANEIRO
(BRAZIL)
ROME
ASSOCIATES AND JOINT VENTURES ACCOUNTED FOR USING THE EQUITY METHOD
EUR
AREE URBANE S.r.l. (in liquidation)
(real estate management)
CONSORZIO MEDSTAR
(other services to support businesses)
DAPHNE 3 S.p.A.
(assumption, holding, management and disposal of equity
investments in INWIT)
I-SYSTEMS S.A.
(telecommunications systems)
ITALTEL S.p.A.
(telecommunications systems)
NORDCOM S.p.A.
(application service provider)
PEDIUS S.r.l.
(implementation of specialized telecommunications
applications, telecommunications services over telephone
connections, VOIP services)
POLO STRATEGICO NAZIONALE S.p.A.
(design, preparation, fitting out and making available of
highly reliable national data network infrastructures for the
public administration)
QTI S.r.l.
(development, production and sale of innovative products
and services with high technological value)
SMART STRUCTURES SOLUTIONS S.r.l.
(engineering research activities)
TIGLIO I S.r.l. (in liquidation)
(real estate management)
TIMFIN S.p.A.
(carrying out in regard to the public of the concession of
loans in any form and, notably, of any type of finance
disbursed in the form of a personal and consumer loan)
W.A.Y. S.r.l.
(development and sale of geolocation products and
systems for security and logistics)
WEBIDOO S.p.A.
(ICT services)
WESCHOOL S.r.l.
(research, development, marketing and patenting of all
intellectual property related to technology, information
technology and TLC)
FLORENCE
MILAN
MILAN
MILAN
TURIN
TURIN
ROME
ROME
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
100,000
10,000
100,000
1,794,287,995
5,692,956
5,000,000
181
32.6200
50.0000
10.0000
49.0000
17.7200
42.0000
(*)
TIM S.p.A.
STAER SISTEMI S.r.l.
TIM S.p.A.
TIM S.A.
TIM S.p.A.
TIM S.p.A.
TELECOM ITALIA VENTURES S.r.l.
3,000,000
45.0000
TIM S.p.A.
19,608
15,000
100,000
40,000,000
49.0000
36.0000
47.8020
49.0000
TELSY S.p.A.
STAER SISTEMI S.r.l.
TIM S.p.A.
TIM S.p.A.
136,383
39.9999
OLIVETTI S.p.A. SOCIETA' BENEFIT
242,357
25,000
(*)
(*)
TELECOM ITALIA VENTURES S.r.l.
TELECOM ITALIA VENTURES S.r.l.
(*) 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
Reg. office
Currency Share Capital
% Ownership
% of
voting
rights
Participating companies
OTHER MAJOR INVESTMENTS
IBAS ITALIAN BROADCASTING ADVANCE SOLUTIONS
(consultancy services for the management of common
promotional activities and connected public relations of the
consortium members)
DAHLIA TV S.p.A. (in liquidation)
(pay-per-view services)
FIN.PRIV. S.r.l.
(financial company)
MIX S.r.l.
(internet service provider)
WIMAN S.r.l. (in liquidation)
(development, management and implementation of
platforms for social-based Wi-Fi authentication)
DESENZANO
DEL GARDA
(BRESCIA)
ROME
MILAN
MILAN
MATTINATA
(FOGGIA)
EUR
EUR
EUR
EUR
EUR
16,000
12.5000
STAER SISTEMI S.r.l.
11,318,833
20,000
3,500,000
22,233
10.0786
14.2850
11.0937
13.4935
TIM S.p.A.
TIM S.p.A.
TIM S.p.A.
TELECOM ITALIA VENTURES S.r.l.
TIM Group Consolidated financial statements
Note 46
List of companies of the TIM Group
257
CERTIFICATION OF THE CONSOLIDATED
FINANCIAL STATEMENTS PURSUANT TO
ARTICLE 81-TER OF THE CONSOB REGULATION
11971 DATED MAY 14, 1999, WITH AMENDMENTS
AND ADDITIONS
1. We, the undersigned, Pietro Labriola, as Chief Executive Officer, and Adrian Calaza Noia, as Manager
responsible for preparing TIM S.p.A. financial reports, certify, having also considered the provisions of
Article 154-bis, subsections 3 and 4, of Italian Legislative Decree 58 of February 24, 1998:
–
–
the adequacy in relation to the characteristics of the company and
the effective application of the administrative and accounting procedures used in the preparation of
the consolidated financial statements for the 2022 fiscal year.
2. TIM has adopted the Internal Control – Integrated Framework Model (2013), issued by the Committee of
Sponsoring Organizations of the Treadway Commission, as its framework for the establishment and
assessment of its internal control system, with particular reference to the internal controls for the
preparation of the financial statements.
3. The undersigned also certify that:
3.1.
the Consolidated Financial Statements at December 31, 2022:
a) have been prepared in compliance with the international accounting standards adopted by the
European Union pursuant to Regulation (EC) 1606/2002 of the European Parliament and Council
of July 19, 2002 (International Financial Reporting Standards – IFRS), as well as the legislative
and regulatory provisions in force in Italy, including, in particular, the measures enacted for the
implementation of Article 9 of Italian Legislative Decree 38 of February 28, 2005;
b) agree with the results of the accounting records and entries;
c)
provide a true and fair view of the financial condition, the results of operations and the cash
flows of the Company and its consolidated subsidiaries;
3.2. The report on operations contains a reliable operating and financial review of the Company and of
the Group, as well as a description of their exposure to the main risks and uncertainties. The Report
on Operations also contains a reliable analysis of information concerning significant related-party
transactions.
March 15, 2023
Chief Executive Officer
/ signed /
_________________________
Pietro Labriola
Manager Responsible for
Preparing the Corporate
Financial Reports
/ signed /
_______________________
Adrian Calaza Noia
TIM Group Consolidated financial statements
Certification of the Consolidated financial
statements
258
INDEPENDENT AUDITORS’ REPORT
TIM Group Consolidated financial statements
Independent Auditors’ Report 259
EY S.p.A.
Via Meucci, 5
10121 Torino
Tel: +39 011 5161611
Fax: +39 011 5612554
ey.com
Independent auditor’s report pursuant to article 14 of Legislative
Decree n. 39, dated 27 January 2010 and article 10 of EU Regulation
n. 537/2014
(Translation from the original Italian text)
To the Shareholders of
TIM S.p.A.
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of TIM Group (the Group), which comprise the
consolidated statement of financial position as at December 31, 2022, and the consolidated income
statement, the consolidated statement of comprehensive income, consolidated statement of changes
in equity and consolidated 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 at December 31, 2022, and of its financial performance and its cash flows for the
year then ended in accordance with International Financial Reporting Standards as adopted by the
European Union and with the regulations issued for implementing art. 9 of Legislative Decree n.
38/2005.
Basis for Opinion
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 our report. We are independent of TIM
S.p.A. in accordance with the regulations and standards on ethics and independence applicable to
audits of financial statements under Italian Laws. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
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.
EY S.p.A.
Sede Legale: Via Meravigli, 12 – 20123 Milano
Sede Secondaria: Via Lombardia, 31 – 00187 Roma
Capitale Sociale Euro 2.525.000,00 i.v.
Iscritta alla S.O. del Registro delle Imprese presso la CCIAA di Milano Monza Brianza Lodi
Codice fiscale e numero di iscrizione 00434000584 - numero R.E.A. di Milano 606158 - P.IVA 00891231003
Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/2/1998
Iscritta all’Albo Speciale delle società di revisione
Consob al progressivo n. 2 delibera n.10831 del 16/7/1997
A member firm of Ernst & Young Global Limited
We identified the following key audit matters:
Key Audit Matter
Impairment test of goodwill – Domestic
Audit Response
As of December 31, 2022, goodwill amounts to
Euro 19,111 million and refers for Euro 18,134
million to the Domestic cash generating unit
("CGU") and for Euro 977 million to the Brazil
CGU.
The processes and methodologies used by the
Group to evaluate and determine the
recoverable amount of each CGU, are based on
assumptions that are in some cases complex
and that, due to their nature, imply the use of
judgement by Management, in particular with
reference to the forecast of future cash flows
and to the estimate of the long-term growth and
discount rates applied to the future cash flow
forecasts.
Considering the level of judgment required and
the complexity of the assumptions applied in
estimating the recoverable amount of goodwill,
we considered this area a key audit matter.
Disclosures related to the assessment of
goodwill are reported in note 5 "Goodwill" and
in note 2 "Accounting policies" in the
paragraphs “Intangible assets - Goodwill”,"
Impairment of intangible, tangible and rights of
use assets - Goodwill" and "Use of estimates".
Our audit procedures in response to the key
audit matter included, among others:
► the assessment of the processes
implemented by the Group with reference to
the criteria and methodology of the
impairment test;
► the validation of the CGUs perimeter and the
test of the allocation of the carrying value of
the Group’s assets to the Domestic CGU;
► the assessment of the reasonableness of the
future cash flows forecasts, including
comparisons with sector data and forecasts,
utilized in the fair value determination;
► the assessment of the consistency of the
future cash flows forecasts of the CGU with
the Group business plan;
► the assessment of forecasts in light of their
historical accuracy;
► the assessment of the reasonableness of
long-term growth rates and discount rates.
The procedures referred to in the previous
points also concerned the analysis of the
assessments performed by the independent
experts appointed by the Group.
In performing our analysis, we involved our
experts in valuation techniques, who performed
an independent recalculation and carried out
sensitivity analyses on the key assumptions in
order to determine which changes in the
assumptions could materially affect the
recoverable amount.
Lastly, we reviewed the adequacy of the
disclosures provided in the notes to the
consolidated financial statements with regards
to the valuation of goodwill.
Revenue recognition
TIM Group’s revenues amounted to Euro 15,788
million as of December 31, 2022, and refer
almost entirely to the telecommunications
services rendered to retail and wholesale
customers (other telecommunications
operators).
Procedures over the accounting of revenues
required significant focus in the context of our
audit procedures due to (i) a highly complex
accounting process due to the number of
commercial offers, the number of underlying
application systems and the related
reconciliation processes, (ii) the presence of
certain manual phases in the revenue
recognition process, in particular for services
provided to large customers and (iii) the
complexity in estimating commitments
connected to certain contracts.
The Group provides the relative disclosures in
Note 26 "Revenues" of the consolidated
financial statements.
Our audit procedures in response to the key
audit matter included, among others:
► an understanding of the processes underlying
the revenue recognition;
► the understanding and verification of the
design and operating effectiveness of the
relevant controls over the revenue
recognition process;
► the analysis of the application systems
supporting the revenue recognition process;
► the assessment that the accounting policy
adopted for the main commercial offers is
consistent with the provisions of the
reference accounting standard;
► the analysis, on a sample basis, of some
significant transactions relating to invoices
issued and invoices to be issued, in order to
verify that the contractual data and the
evidence supporting the actual service
rendered and / or goods transferred were
consistent with the accounting policy
adopted;
► the analysis of the valuation of certain
contracts identified as onerous contracts;
► the analysis of the reconciliation of the
management accounts with the accounting
records in connection with the main balance
sheet items related to customer relations;
► the analysis of the manual journal entries.
We also required external confirmations for a
sample of customers and transactions.
Lastly, we reviewed the adequacy of the
disclosure provided in the notes to the
consolidated financial statements with regards
to the revenue recognition process.
Regulatory disputes
As of December 31, 2022, TIM Group is
involved in several regulatory disputes in
progress, many of which are characterized by
Our audit procedures in response to the key
audit matter included, among others:
► an understanding of the process put in place
by Management for assessing disputes,
accompanied by test of the effectiveness of
the internal controls relevant for this
process;
► inquiries with Management regarding the
main assumptions made in connection with
disputes;
► the analysis of the legal opinions prepared by
external consultants, based on which
Management has based its assessments;
► the analysis of the responses received from
external lawyers following our external
confirmations procedures.
Lastly, we reviewed the adequacy of the
disclosures provided in the notes to the
consolidated financial statements.
significant counterparty requests.
The main disputes concern (i) the 28-day billing
proceeding, in which AGCOM ordered TIM to
reimburse customers for unused service days,
(ii) the I820 proceeding, started by AGCM
against TIM and other telco operators, to
ascertain a possible conduct restricting market
competition, (iii) the I857 proceeding for a
possible agreement restricting market
competition in connection with the partnership
with DAZN and (iv) the A514, and the related
“follow-on” proposed by some other OLOs,
procedure in which the AGCM charged TIM with
conduct aimed at hindering the entry on the
market of a new operator.
The assessment of the disputes was carried out
by Management, as of 31 December 2022,
based on the opinion of the external lawyers, as
well as considering the latest information
available.
The estimation of the risks connected to the
disputes in which the Group is involved, requires
a high degree of judgment by the management
and, also considering the complexity of the
regulatory framework, we considered this area a
key audit matter.
Disclosures related to the assessment of the
risks relating to the regulatory disputes in which
the Group is involved is reported in note 25
"Disputes and pending legal actions, other
information, commitments and guarantees".
Fiscal disputes in Brazil
As of December 31, 2022, the TIM Group is
involved in several disputes with the Brazilian
tax authorities.
The maximum potential liability associated with
these disputes, as at December 31, 2022,
amounts to Euro 3,270. With reference to this
potential liability, the Group recognized a
provision of Euro 85 million with regards to the
risks deemed probable.
The assessment of the risk related to the tax
disputes in Brazil in which the Group is involved,
requires a high degree of judgment by the
Our audit procedures in response to the key
audit matter included, among others:
► an understanding of the process put in place
by Management for assessing disputes,
accompanied by test of the effectiveness of
the controls relevant for this process;
► inquiries with Management regarding the
main assumptions made in connection with
disputes;
► the analysis of the legal opinions prepared by
external consultants, based on which
Management has based its assessments;
► the analysis of the responses to our external
confirmations procedures received from
external lawyers, also with the involvement
of our experts in tax disputes.
Lastly, we reviewed the adequacy of the
disclosures provided in the notes to the
consolidated financial statements with regards
to the disputes in which the Group is involved,
based on their compliance with the international
accounting standards and their consistency with
the results of our audit procedures.
Our audit procedures in response to the key
audit matter included, among others:
► the assessment of the reasonableness of the
assumptions underlying the estimation of
future taxable income and the reconciliation
with the figures included in the Group's
business plan, taking into account the
regulatory changes that took place during
2022;
► the assessment of the reasonableness of the
accuracy of the forecasts compared with the
prior periods;
► the assessment of the Management
calculations.
Lastly, we reviewed the adequacy of the
disclosures provided in the notes to the
consolidated financial statements with regards
to the recoverability of deferred tax assets.
Management and, also considering the
significance of the amounts involved, we
considered it to be a key audit matter.
Disclosures related to the assessment of the
risks relating to the fiscal disputes in which the
Group is involved is reported in note 25
"Disputes and pending legal actions, other
information, commitments and guarantees".
Recoverability of deferred tax assets
As of December 31, 2022, deferred tax assets
amount, net of impairment, to Euro 769 million
in the consolidated financial statements.
Deferred tax assets refer to the temporary
deductible differences between the book and
fiscal values of assets and liabilities in the
financial statements.
The recoverability of the carrying amount of the
deferred tax assets is subject to management’s
evaluation and is based on the estimations of
the future taxable income expected in the years
in which they will be reversed.
The processes and methodologies used to
evaluate and determine the recoverable amount
of these assets, are based on assumptions that
are in some cases complex and that, due to
their nature, imply the use of judgement by
Management, in particular with reference to the
consistency of the forecasts of future taxable
income expected by the Group with those
included in the business plan.
Considering the level of judgment required and
the complexity of the assumptions applied in
estimating future taxable amount used to
determine the recoverability of the deferred tax
assets, we considered this area a key audit
matter.
Disclosures related to the assessment of
recoverability of deferred tax assets are
reported in note 2 "Accounting policies" in the
paragraphs “Income tax expense (current and
deferred)" and "Use of estimates" and in note
12 “Income tax expense (current and
deferred)".
Acquisition of Cozani RJ Infraestrutura e Rede
de Telecomunicações S.A.
On April 20, 2022, the Group acquired 100% of
the share capital of Cozani RJ Infraestrutura e
Rede de Telecomunicações S.A., the company to
which part of the assets, rights and obligations
of Oi Móvel S.A. have been contributed, for a
total consideration of Euro 1,373 million.
The acquisition was accounted for as a business
combination pursuant to IFRS 3. The Group has
estimated the fair value of the assets acquired
and the liabilities assumed, as well as the value
of the contingent consideration, using valuation
models and assumptions based on future
performance (including revenue growth rates
and churn rate).
Considering the level of judgment required and
the complexity of the assumptions used in
estimating the fair value of the assets acquired
and liabilities assumed, mainly with reference to
the customer relationship, we considered this
area a key audit matter.
Disclosures related to the transaction are
reported in note 4 "Business combinations".
Our audit procedures in response to the key
audit matter included, among others:
► test of the design and effectiveness of the
controls put in place to mitigate the risks
associated with the valuation process, with
particular reference to controls that concern
the identification of assets acquired as well
as the determination of the inputs of the
valuation model;
► the assessment of the reasonableness of the
inputs used in the model, as well as the most
significant assumptions used by the Company
Management in the preparation of the
perspective financial information;
► the analysis of the completeness and
accuracy of the data used in the model,
comparing them with market data and
trends.
In performing our analysis, we involved our
experts in valuation techniques, who performed
an independent recalculation and carried out
sensitivity analyses on the key assumptions in
order to determine which changes in the
assumptions could materially affect the
estimation of the fair value of the assets
acquired and the liabilities assumed.
Lastly, we reviewed the adequacy of the
disclosures provided in the notes to the
consolidated financial statements.
Responsibilities of Directors and Those Charged with Governance for the
Consolidated Financial Statements
The Directors are responsible for the preparation of the consolidated financial statements that give a
true and fair view in accordance with International Financial Reporting Standards as adopted by the
European Union and with the regulations issued for implementing art. 9 of Legislative Decree n.
38/2005, and, within the terms provided by the law, for such internal control as they determine is
necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
The Directors are responsible for assessing the Group’s ability to continue as a going concern and,
when preparing the consolidated financial statements, for the appropriateness of the going concern
assumption, and for appropriate disclosure thereof. The Directors prepare the consolidated financial
statements on a going concern basis unless they either intend to liquidate the Parent Company TIM
S.p.A. or to cease operations, or have no realistic alternative but to do so.
The statutory audit committee (“Collegio Sindacale”) is responsible, within the terms provided by the
law, for overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but it is not a guarantee that an audit conducted in accordance with International Standards on
Auditing (ISA Italia) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these consolidated
financial statements.
As part of an audit in accordance with International Standards on Auditing (ISA Italia), we have
exercised professional judgment and maintained professional skepticism throughout the audit. In
addition:
we have identified and assessed the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error, designed and performed audit procedures
responsive to those risks, and obtained audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control;
we have obtained an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of Group’s internal control;
we have evaluated the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Directors;
we have concluded on the appropriateness of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to consider this matter in forming our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group to cease to continue as a going
concern;
we have evaluated the overall presentation, structure and content of the consolidated
financial statements, including the disclosures, and whether the consolidated financial
statements represent the underlying transactions and events in a manner that achieves fair
presentation.
we have obtained sufficient appropriate audit evidence regarding the financial information of
the entities or business activities within the Group to express an opinion on the consolidated
financial statements. We are responsible for the direction, supervision and performance of the
group audit. We remain solely responsible for our audit opinion.
We have communicated with those charged with governance, identified at an appropriate level as
required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We have provided those charged with governance with a statement that we have complied with the
ethical and independence requirements applicable in Italy, and we have communicated with them all
matters that may reasonably be thought to bear on our independence, and where applicable, the
actions taken to eliminate relevant risks or the safeguard measures applied.
From the matters communicated with those charged with governance, we have determined those
matters that were of most significance in the audit of the financial statements of the current period
and are therefore the key audit matters. We have described these matters in our auditor’s report.
Additional information pursuant to article 10 of EU Regulation n. 537/14
The shareholders of TIM S.p.A., in the general meeting held on March 29, 2019, engaged us to
perform the audits of the separate and consolidated financial statements for each of the years ending
December 31, 2019 to December 31, 2027.
We declare that we have not provided prohibited non-audit services, referred to article 5, par. 1, of EU
Regulation n. 537/2014, and that we have remained independent of the Group in conducting the
audit.
We confirm that the opinion on the consolidated financial statements included in this report is
consistent with the content of the additional report to the audit committee (Collegio Sindacale) in
their capacity as audit committee, prepared pursuant to article 11 of the EU Regulation n. 537/2014.
Report on compliance with other legal and regulatory requirements
Opinion on the compliance with Delegated Regulation (EU) 2019/815
The Directors of TIM S.p.A. are responsible for applying the provisions of the European Commission
Delegated Regulations (EU) 2019/815 for the regulatory technical standards on the specification of a
single electronic reporting format (ESEF – European Single Electronic Format) (the “Delegated
Regulation”) to the consolidated financial statements, to be included in the annual financial report.
We have performed the procedures under the auditing standard SA Italia n. 700B, in order to express
an opinion on the compliance of the consolidated financial statements with the provisions of the
Delegated Regulation.
In our opinion, the consolidated financial statements have been prepared in the XHTML and have been
marked-up, in all material aspects format in compliance with the provisions of the Delegated
Regulation.
Due to certain technical limitations, some information included in the illustrative notes to the
consolidated financial statements when extracted from the XHTML format to an XBRL instance may
not be reproduced in an identical manner with respect to the corresponding information presented in
the consolidated financial statements in XHTML format.
Opinion pursuant to article 14, paragraph 2, subparagraph e), of Legislative
Decree n. 39 dated 27 January 2010 and of article 123-bis, paragraph 4, of
Legislative Decree n. 58, dated 24 February 1998
The Directors of TIM S.p.A. are responsible for the preparation of the Report on Operations and of the
Report on Corporate Governance and Ownership Structure of TIM Group as at December 31, 2022,
including their consistency with the related consolidated financial statements and their compliance
with the applicable laws and regulations.
We have performed the procedures required under audit standard SA Italia n. 720B, in order to
express an opinion on the consistency of the Report on Operations and of specific information
included in the Report on Corporate Governance and Ownership Structure as provided for by article
123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998, with the consolidated
financial statements of TIM Group] as at December 31 ,2022 and on their compliance with the
applicable laws and regulations, and in order to assess whether they contain material misstatements.
In our opinion, the Report on Operations and the above mentioned specific information included in
the Report on Corporate Governance and Ownership Structure are consistent with the consolidated
financial statements of TIM Group as at December 31, 2022, and comply with the applicable laws and
regulations.
With reference to the statement required by art. 14, paragraph 2, subparagraph e), of Legislative
Decree n. 39, dated 27 January 2010, based on our knowledge and understanding of the entity and
its environment obtained through our audit, we have no matters to report.
Statement pursuant to article 4 of Consob Regulation implementing Legislative
Decree n. 254, dated 30 December 2016
The Directors of TIM S.p.A. are responsible for the preparation of the non-financial information
pursuant to Legislative Decree n. 254, dated 30 December 2016. We have verified that non-financial
information have been approved by Directors.
Pursuant to article 3, paragraph 10, of Legislative Decree n. 254, dated 30 December 2016, such
non-financial information are subject to a separate compliance report signed by us.
Turin, March 30, 2023
EY S.p.A.
Signed by: Ettore Abate, Auditor
As disclosed by the Directors, the accompanying consolidated financial statements of TIM
S.p.A. constitute a non-official version which is not compliant with the provisions of the
Commission Delegated Regulation (EU) 2019/815. This independent auditor’s report has
been translated into the English language solely for the convenience of international readers.
Accordingly, only the original text in Italian language is authoritative.
CONTENTS
TIM S.P.A. SEPARATE FINANCIAL STATEMENTS
Statements of Financial Position .......................................................... 271
Separate Income Statements ................................................................ 273
Statements of Comprehensive Income ............................................... 274
Statements of Changes in Equity ......................................................... 275
Statements of Cash Flows ...................................................................... 276
Note 1 Form, content and other general information ............................................................... 278
Note 2 Accounting policies ............................................................................................................ 280
Note 3 Goodwill ............................................................................................................................... 292
Note 4 Intangible assets with a finite useful life ........................................................................ 294
Note 5 Tangible assets ................................................................................................................... 297
Note 6 Rights of use assets ........................................................................................................... 299
Note 7 Investments ......................................................................................................................... 301
Note 8 Non-current and current financial assets ....................................................................... 304
Note 9 Miscellaneous receivables and other non-current assets ............................................ 306
Note 10 Income tax expense (current and deferred) ................................................................ 308
Note 11 Inventories ......................................................................................................................... 311
Note 12 Trade and miscellaneous receivables and other current assets ............................... 311
Note 13 Equity ................................................................................................................................. 314
Note 14 Non-current and current financial liabilities ................................................................ 319
Note 15 Net financial debt ............................................................................................................. 325
Note 16 Financial risk management ............................................................................................ 327
Note 17 Derivatives ......................................................................................................................... 331
Note 18 Supplementary disclosures on financial instruments ................................................. 335
Note 19 Employee benefits ........................................................................................................... 340
Note 20 Provisions .......................................................................................................................... 342
Note 21 Miscellaneous payables and other non-current liabilities .......................................... 343
Note 22 Trade and miscellaneous payables and other current liabilities ............................... 344
346
Note 23 Disputes and pending legal actions, other information, commitments and
guarantees .......................................................................................................................................
Note 24 Revenues ........................................................................................................................... 360
Note 25 Other income .................................................................................................................... 360
Note 26 Acquisition of goods and services .................................................................................. 361
Note 27 Employee benefits expenses .......................................................................................... 362
Note 28 Other operating expenses .............................................................................................. 363
Note 29 Change in inventories ...................................................................................................... 363
Note 30 Internally generated assets ............................................................................................ 363
Note 31 Depreciation and amortization ...................................................................................... 364
Note 32 Gains/(losses) on disposals of non-current assets ...................................................... 365
Note 33 Impairment reversals (losses) on non-current assets ................................................. 365
Note 34 Income/(expense) from investments ............................................................................ 366
Note 35 Finance income and expenses ....................................................................................... 366
Note 36 Related-party transactions ............................................................................................. 369
Note 37 Equity compensation plans ............................................................................................. 391
Note 38 Significant non-recurring events and transactions ..................................................... 393
Note 39 Positions or transactions resulting from atypical and/or unusual operations......... 395
Note 40 Other information ............................................................................................................ 395
Note 41 Events subsequent to December 31, 2022 .................................................................... 397
Note 42 List of investments in subsidiaries, associates and joint ventures ............................ 399
STATEMENTS OF FINANCIAL POSITION
Assets
(euros)
Non-current assets
Intangible assets
Goodwill
Intangible assets with a finite
useful life
Tangible assets
Property, plant and equipment
owned
Rights of use assets
Other non-current assets
Investments
Other investments
Non-current financial receivables
arising from lease contracts
Other non-current financial
assets
Miscellaneous receivables and
other non-current assets
Deferred tax assets
Total Non-current assets
Current assets
Inventories
Trade and miscellaneous
receivables and other current
assets
Current income tax receivables
Investments
Current financial assets
Current financial receivables
arising from lease contracts
Securities other than
investments, other financial
receivables and other current
financial assets
Cash and cash equivalents
Total Current assets
Total Assets
(b)
(a+b)
notes
12/31/2022
of which with
related parties
12/31/2021
of which with
related parties
3)
4)
5)
2) 6)
7)
7)
8)
8)
9)
10)
11)
12)
10)
(a)
12,063,469,183
5,023,361,711
17,086,830,894
6,837,233,046
3,188,196,838
11,020,493,862
12,960,511,068
5,278,281,754
18,238,792,822
7,223,464,580
3,320,501,325
11,053,931,924
169,257,000
487,904,000
8,023,910
921,000
10,912,698
1,135,000
3,494,016,653 2,379,071,000
4,437,606,952
2,669,461,000
1,877,954,278
461,377,116
16,861,865,819
43,974,126,597
193,025,376
305,752,000
1,973,923,028
3,363,514,150
20,839,888,752
49,622,647,479
165,171,260
247,500,000
4,292,564,748 1,087,813,000
33,883,108
3,930,749,146
42,862,793
774,180,000
45,212,240
3,842,000
39,660,799
3,963,000
467,090,594
373,286,000
115,703,711
13,438,000
8)
1,375,041,398
1,887,344,232
6,406,817,464
50,380,944,061
217,832,000
3,558,280,626
3,713,645,136
7,852,428,335
57,475,075,814
26,437,000
TIM S.p.A. Separate
Financial Statements
Statements of Financial Position 271
Equity and Liabilities
(euros)
Equity
Share capital issued
less: Treasury shares
Share capital
Additional paid-in capital
Legal reserve
Other reserves
Reserve for remeasurements
of employee defined benefit
plans (IAS 19)
Other
Total Other reserves
Retained earnings
(accumulated losses),
including profit (loss) for the
year
Total Equity
Non-current liabilities
Non-current financial
liabilities for financing
contracts and others
Non-current financial
liabilities for lease contracts
Employee benefits
Deferred tax liabilities
Provisions
Miscellaneous payables and
other non-current liabilities
Total Non-current liabilities
Current liabilities
Current financial liabilities for
financing contracts and
others
Current financial liabilities for
lease contracts
Trade and miscellaneous
payables and other current
liabilities
Income tax payables
Total Current Liabilities
Total Liabilities
Total Equity and Liabilities
notes
12/31/2022
of which with
related parties
12/31/2021
of which with
related parties
13)
11,677,002,855
(63,390,972)
11,613,611,883
2,133,374,023
2,335,400,571
11,677,002,855
(63,390,972)
11,613,611,883
2,133,374,023
2,335,400,571
(65,428,740)
(117,166,484)
1,312,303,219
1,246,874,479
(c)
(3,076,991,836)
14,252,269,120
1,555,920,360
1,438,753,876
(956,760,232)
16,564,380,121
14)
18,778,886,217
4,375,103,000
21,876,291,105
5,537,738,000
14)
19)
10)
20)
21)
14)
14)
22)
10)
(d)
(e)
(f=d+e)
(c+f)
2,600,472,610
630,496,530
517,495,742
874,686,710
23,402,037,809
25,278,000
2,743,426,675
641,396,452
297,686,000
35,291,000
632,876,811
1,195,633,722
27,089,624,765
34,631,000
5,690,041,905
1,925,774,000
5,045,176,012
480,595,000
458,964,216
28,276,000
433,804,853
79,065,000
6,577,631,011
—
12,726,637,132
36,128,674,941
50,380,944,061
872,636,000
8,111,207,332
230,882,731
13,821,070,928
40,910,695,693
57,475,075,814
922,799,000
TIM S.p.A. Separate
Financial Statements
Statements of Financial Position 272
SEPARATE INCOME STATEMENTS
(euros)
notes
Revenues
Other income
Total operating revenues and other
income
Acquisition of goods and services
Employee benefits expenses
Other operating expenses
Change in inventories
Internally generated assets
Operating profit (loss) before
depreciation and amortization,
capital gains (losses) and impairment
reversals (losses) on non-current
assets (EBITDA)
of which: impact of non-recurring items
Depreciation and amortization
Gains (losses) on disposals of non-
current assets
Impairment reversals (losses) on non-
current assets
Operating profit (loss) (EBIT)
of which: impact of non-recurring items
Income/(expenses) from investments
Finance income
Finance expenses
Profit (loss) before tax
of which: impact of non-recurring items
Income tax expense
Profit (loss) for the year
24)
25)
26)
27)
28)
29)
30)
38)
31)
32)
33)
38)
34)
35)
35)
38)
10)
Year
2022
12,097,644,713
244,920,968
Year
of which with
2021
related parties
1,562,691,000 12,396,902,360
321,723,135
67,303,000
of which with
related parties
1,122,021,000
89,687,000
12,342,565,681
(7,601,869,032)
(2,578,444,051)
(419,894,307)
27,854,116
315,459,353
2,085,671,760
(619,685,000)
(2,758,998,171)
24,181,484
(160,520)
(649,305,447)
(619,685,000)
408,459,952
1,414,652,393
(2,408,011,869)
(1,234,204,971)
(317,387,000)
(1,842,786,865)
(3,076,991,836)
(2,424,697,000)
(96,215,000)
(3,654,000)
(75,895,000)
(39,953,000)
835,675,000
373,300,000
(672,113,000)
(2,793,533,000)
(86,557,000)
(8,355,000)
(43,722,000)
(223,000)
111,322,000
842,831,000
(621,766,000)
12,718,625,495
(6,758,756,861)
(2,452,964,944)
(1,178,698,048)
21,315,460
287,648,513
2,637,169,615
(1,133,505,000)
(2,995,759,078)
(43,307,726)
(4,120,130,346)
(4,522,027,535)
(5,253,505,000)
834,404,341
1,075,737,527
(1,983,730,932)
(4,595,616,599)
(5,246,014,000)
(3,718,391,399)
(8,314,007,998)
(8,761,083,000)
of which: impact of non-recurring items
38)
(2,281,314,000)
TIM S.p.A. Separate
Financial Statements
Separate Income Statements 273
STATEMENTS OF COMPREHENSIVE INCOME
Note 13
(euros)
Profit (loss) for the year
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
Income tax effect
Remeasurements of employee defined benefit plans (IAS19):
Actuarial gains (losses)
Income tax effect
Share of other comprehensive income (loss) of associates and joint
ventures accounted for using the equity method:
Profit (loss)
Income tax effect
Total other components that will not be reclassified subsequently to
Separate Income Statements
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
Loss (profit) transferred to the Separate Income Statements
Income tax effect
Hedging instruments:
Profit (loss) from fair value adjustments
Loss (profit) transferred to the Separate Income Statements
Income tax effect
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
Year
2022
(3,076,991,836)
Year
2021
(8,314,007,998)
(a)
(1,980,773)
23,235
(1,957,538)
68,075,979
(16,338,235)
51,737,744
7,131,708
(71,306)
7,060,402
(14,190,447)
3,405,707
(10,784,740)
—
—
—
—
—
—
(b)
(c)
(d)
(e=b+c+d)
49,780,206
(3,724,338)
(17,440,366)
—
4,185,688
(13,254,678)
1,019,166,673
(68,735,605)
(228,103,456)
722,327,612
(5,203,379)
—
1,248,811
(3,954,568)
538,103,786
(185,027,966)
(84,738,197)
268,337,623
—
—
—
—
—
—
—
—
(f)
(g)
(h)
Total other components that will be reclassified subsequently to
Separate Income Statements
Total other components of the Statements of Comprehensive Income
Total comprehensive income (loss) for the year
(i= f+g+h)
(k= e+i)
(a+k)
709,072,934
758,853,140
(2,318,138,696)
264,383,055
260,658,717
(8,053,349,281)
TIM S.p.A. Separate
Financial Statements
Statements of Comprehensive Income 274
STATEMENTS OF CHANGES IN EQUITY
Changes in Equity from January 1 to December 31, 2021
(euros)
Share capital
Additional paid-in
capital
Reserve for financial
assets measured
through fair value
adjustment 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, 2020 11,657,768,478
Changes in equity
during the year:
Dividends approved
Total
comprehensive
income (loss) for the
year
Treasury shares
Other changes
Balance at
December 31, 2021
11,613,611,883
(44,156,595)
2,133,374,023
10,134,335
(1,213,586,253)
(106,381,744)
12,526,766,918
25,008,075,757
3,105,834
268,337,623
(318,774,296)
(318,774,296)
(10,784,740)
(8,314,007,998)
12,832,771
(40,248,235)
(8,053,349,281)
(31,323,824)
(40,248,235)
2,133,374,023
13,240,169
(945,248,630)
(117,166,484)
3,866,569,160
16,564,380,121
Changes in Equity from January 1 to December 31, 2022 – Note 13
(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, 2021
Changes in equity
during the year:
Total
comprehensive
income (loss) for the
year
Equity instruments
Other changes
Balance at
December 31, 2022
11,613,611,883
2,133,374,023
13,240,169
(945,248,630)
(117,166,484)
3,866,569,160
16,564,380,121
(15,212,216)
722,327,612
51,737,744
(3,076,991,836)
5,983,768
43,927
(2,318,138,696)
5,983,768
43,927
11,613,611,883
2,133,374,023
(1,972,047)
(222,921,018)
(65,428,740)
795,605,019
14,252,269,120
TIM S.p.A. Separate
Financial Statements
Statements of Changes in Equity 275
STATEMENTS OF CASH FLOWS
(euros)
Cash flows from operating activities:
Profit (loss) for the year
Adjustments for:
Depreciation and amortization
Impairment losses (reversals) on non-current assets (including
investments)
Net change in deferred tax assets and liabilities
Losses (gains) realized on disposals of non-current assets
(including investments)
Change in employee benefits
Change in inventories
Change in trade receivables
Change in trade payables
Net change in income tax receivables/payables
Net change in miscellaneous receivables/payables and other
assets/liabilities
Cash flows from (used in) operating activities
Cash flows from investing activities:
Purchases of intangible, tangible and rights of use assets on a cash
basis
Contributions for plants received
Change in cash arising from corporate actions
Acquisitions/disposals of other investments
Change in financial receivables and other financial assets (excluding
hedging and non-hedging derivatives under financial assets)
Proceeds received from the sale of investments in subsidiaries
Proceeds from sale/repayments of intangible, tangible, rights of use
assets and other non-current assets
Cash flows from (used in) investing activities
Cash flows from financing activities
Change in current financial liabilities and other
Proceeds from non-current financial liabilities (including current
portion)
Repayments of non-current financial liabilities (including current
portion)
Changes in hedging and non-hedging derivatives
Share capital proceeds/reimbursements
Dividends paid (*)
Changes in ownership interests in consolidated subsidiaries
Cash flows from (used in) financing activities
Aggregate cash flows
Net cash and cash equivalents at beginning of the year
Net cash and cash equivalents at end of the year
(*) of which from related parties
(c)
(d=a+b+c
)
(e)
(f=d+e)
notes
Year
2022
Year
2021
(3,076,991,836)
(8,314,007,998)
31) 2,758,998,171
2,995,759,078
20,560,000
2,661,933,000
4,125,301,000
3,843,396,000
(337,310,000)
144,148,000
(27,854,000)
(204,414,000)
443,995,000
(452,340,000)
34,719,000
(83,211,000)
(21,315,000)
(261,717,000)
518,520,000
(235,823,000)
(588,085,890)
(225,818,351)
(a)
1,342,638,445
2,375,802,729
(3,582,906,000)
(2,200,937,000)
7)
2,961,000
253,000
(45,608,000)
3,121,000
4,164,000
(130,453,000)
139,953,000
—
1,152,516,000
—
1,283,709,000
(2,201,638,000)
53,304,000
(1,118,285,000)
(b)
47,828,000
(182,389,000)
2,000,092,000
(4,192,832,000)
(176,000)
—
(849,000)
—
2,100,000,000
(2,600,481,000)
103,460,000
—
(317,662,000)
1,758,634,000
(2,145,937,000)
(3,004,936,555)
861,562,000
2,119,079,729
3,363,957,092
1,244,877,363
359,020,537
—
3,363,957,092
(52,762,635)
TIM S.p.A. Separate
Financial Statements
Cash Flow statement 276
Purchase of intangible, tangible and rights of use assets
(euros)
Purchase of intangible assets
Purchase of tangible assets
Purchase of rights of use assets
Total purchase of intangible, tangible and rights of use assets on an
accrual basis (*)
Change in payables arising from purchase of intangible, tangible and rights
of use assets
Total purchase of intangible, tangible and rights of use assets on a cash
basis
(*) of which from related parties
notes
4)
5)
6)
Year
2022
Year
2021
(776,428,000)
(1,054,406,000)
(899,143,000)
(1,167,415,000)
(390,076,000)
(324,830,000)
(2,065,647,000)
(2,546,651,000)
(1,517,259,000)
(3,582,906,000)
63,202,000
345,714,000
(2,200,937,000)
100,301,000
Additional Cash Flow information
(euros)
Income taxes (paid) received
Interest expense paid
Interest income received
Dividends received
Analysis of Net Cash and Cash Equivalents
(euros)
Net cash and cash equivalents at beginning of the year:
Cash and cash equivalents
Bank overdrafts repayable on demand
Net cash and cash equivalents at end of the year:
Cash and cash equivalents
Bank overdrafts repayable on demand
Year
2022
233,383,000
(1,383,612,000)
(556,212,000)
113,293,000
Year
2021
(206,070,000)
(1,296,135,000)
503,793,000
780,219,000
Year
2022
Year
2021
3,558,280,626
(194,323,534)
3,363,957,092
1,765,441,712
(520,564,349)
1,244,877,363
1,375,042,603
(1,016,022,066)
359,020,537
3,558,280,626
(194,323,534)
3,363,957,092
The additional disclosures required by IAS 7 are provided in the Note “Net financial debt” to these Separate
Financial Statements.
TIM S.p.A. Separate
Financial Statements
Cash Flow statement 277
NOTE 1
FORM, CONTENT AND OTHER GENERAL
INFORMATION
Form and content
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.
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, 2022 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.
It should also be noted that in 2022 TIM S.p.A. applied accounting standards consistent with those of the
previous year.
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 refers, unless otherwise indicated, to the previous year.
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.
The publication of TIM S.p.A.'s separate financial statements for the year ended December 31, 2022 was
approved by resolution of the Board of Directors on March 15, 2023.
However, final approval of the TIM S.p.A. separate financial statements rests with the shareholders’ meeting.
Financial statement formats
The financial statement formats adopted are consistent with those indicated in IAS 1. In particular:
■
■
the statements of financial position have been prepared by classifying assets and liabilities according to
the “current and non-current” criterion;
the separate income statements have been prepared by classifying operating costs by nature of expense,
as this form of presentation is considered more appropriate and representative of the specific business of
the Company, conforms to internal reporting and is in line with industry practice.
In addition to EBIT or Operating profit (loss), the separate 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 TIM S.p.A. EBIT and EBITDA are calculated as follows:
TIM S.p.A. Separate
Financial Statements
Note 1
Form, content and other general information
278
Finance expenses
Finance income
Profit (loss) before tax from continuing operations
+
-
+/- Income (Expenses) from investments
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
■
■
the statements of comprehensive income include the profit or loss for the year as shown in the separate
income statements and all other non-owner changes in equity;
the statement of cash flows has been prepared by presenting cash flows from operating activities
according to the "indirect method", as permitted by IAS 7 (Statement of Cash Flows).
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 property, 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 sanctions
and related liabilities; other provisions and related reversals; costs for the settlement of disputes other than
regulatory disputes; adjustments, realignments and other non-recurring items, also relating to previous years;
impairment losses on goodwill and/or other intangible and tangible assets. Certain costs related to the COVID-
19 pandemic are also identified as non-recurring charges.
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.
TIM S.p.A. Separate
Financial Statements
Note 1
Form, content and other general information
279
NOTE 2
ACCOUNTING POLICIES
Going concern
The separate financial statements for the year 2022 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:
■
the main risks and uncertainties (that are for the most part of an external nature) to which TIM is exposed:
•
•
•
•
variations in business conditions, also related to competition;
financial risks (interest rate and/or exchange rate trends, changes in the Group’s credit rating by rating
agencies);
changes in the general macroeconomic situation in the Italian, European and Brazilian markets, as well
as the volatility of the financial markets deriving from the risks of recession and inflation linked to both
the continuation of COVID-19 and its possible variants and the increase in the cost of commodities and
energy, also following the Russian-Ukraine conflict;
changes in the legislative and regulatory context (changes in prices and tariffs or decisions that may
influence technological choices) and the outcome of the legal and regulatory authority proceedings.
■
■
the optimal mix between risk capital and debt capital, as well as the policy for the remuneration of risk
capital, as described in the section "Share capital information" under the Note "Equity";
the policy for financial risk management (market risk, credit risk and liquidity risk), as described in the Note
"Financial risk management".
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.
Intangible assets
Goodwill
In accordance with IFRS 3 (Business Combinations), goodwill is recognized in the financial statements at the
acquisition date (including through mergers or contributions) of companies or business units and is calculated
as the difference between the consideration paid (measured in accordance with IFRS 3, generally determined
on the basis of the fair value at the acquisition date) and the fair value at the acquisition date 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.
Goodwill initially recognized is subsequently reduced only by cumulative impairment losses (for more details,
see the section "Impairment of intangible assets, tangible assets and rights of use assets - Goodwill", below).
Development costs
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 incurred expenditures
that can be attributed directly to the development process for new products and services.
Capitalized development costs are depreciated/amortized systematically over the estimated product or service
life, so that the depreciation/amortization method reflects the way in which the asset's future economic
benefits are expected to be consumed by the entity.
TIM S.p.A. Separate
Financial Statements
Note 2
Accounting standards
280
Other intangible assets with a finite useful life
Other purchased or internally-generated intangible assets with a finite useful life are recognized as assets, in
accordance with IAS 38 (Intangible Assets), when the use of the asset is likely to generate future economic
benefits and when the cost of the asset can be reliably measured.
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 income
statements prospectively.
Tangible assets
Property, plant and equipment
Property, plant and equipment are recognized at purchase 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.
The cost of these assets 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 income statements over the useful life of the related tangible assets.
The calculation 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 related 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 income statements, conventionally under the line item "Depreciation and Amortization".
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. 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 income statements prospectively.
Land, including land pertaining to buildings, is not depreciated.
Rights of use assets
In accordance with IFRS 16, lease liabilities are presented through the recognition of a financial liability in the
statement of financial position consisting in the present value of future lease payments, against the
recognition of the right of use of the leased asset.
On the commencement date of the lease, the right of use is recognized at cost including: the amount of the
initial measurement of the lease liability, any lease payments made at or before the commencement date,
initial direct costs incurred for the signature of the lease and the present value of the estimated restoration
and dismantling costs set out in the lease, less any incentives.
Subsequently, the right of use is amortized over the term of the lease (or the useful life of the asset, if lower),
subject to impairment and adjusted for any remeasurement of the lease liability.
It is specified that starting January 1, 2021, TIM has attracted, under the scope of application of IFRS 16, if the
criteria and the requirements laid down by the standard are met, the new contract types concerning cloud
software resources and the spectrum of transmission frequencies on optic fiber carriers. This approach is
functional to the very innovative specificity of these types of contract, concerning hardware infrastructure and
optical transmission as well as technologically-advanced software services.
Impairment of intangible, tangible and rights of use assets
Goodwill
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.
For the purpose of verifying its recoverability, goodwill is allocated, from the acquisition date, to each of the
cash-generating units, or groups of cash-generating units, that is expected to benefit from the combination.
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 only subsequently 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 between the fair value less costs to sell and its value in use.
The fair value net of disposal costs is estimated on the basis of the income approach, insofar as this allows for
the reflection of the benefits deriving from a new, different business structure in the future. In particular, the
fair value net of disposal costs is based on the current value of the forecast cash flow, applying a discounting
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.
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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 long-term 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.
Tangible and intangible assets with finite useful lives and rights of use
assets
At the end of each reporting period, the Company assesses whether there is any indication that an asset –
whether tangible or intangible with finite useful lives or a right of use – may be impaired. Both internal and
external sources of information are used for this purpose. Internal sources include obsolescence or physical
deterioration, and significant changes in the use of the asset and the operating 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.
If there is any indication that an asset – whether tangible or intangible with finite useful lives or a right of use –
has been impaired, then its carrying amount is reduced to its recoverable amount. The recoverable amount is
the higher of an asset's 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 or right. Where it is not possible to
estimate the recoverable amount, 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 reasons for the impairment subsequently cease to exist, the carrying value of the asset/ right of use
or of the cash generating unit is increased up to the new estimate of the recoverable amount which, however,
cannot exceed the amount that would have been determined had no impairment loss been recognized. The
reversal of an impairment loss is recognized as income in the separate income statements.
Financial instruments
Business models for financial assets management
For the management of trade receivables, Company Management has identified different business models
based on the specific nature of the receivables, the type of counterparty and collection times, this was 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 of
receivables,
and the activation of factoring consistent with financial planning requirements.
The business models adopted are:
■ Hold to Collect: receivables usually held to maturity, such as trade receivables due from large customers
and the OLOs; these instruments fall within IFRS 9 category “Assets measured at amortized cost”. These
receivables can be transferred, albeit not recurrently, if this is needed to optimize finances;
■ Hold to Collect and Sell: receivables usually traded massively and on a recurring basis, such as receivables
due from active consumer, small and business customers held for sale; these instruments fall under IFRS 9
category "Financial assets measured at fair value through other comprehensive income". As required by
IFRS 9, the related reserve is reversed to the separate income statements when disposed of or impaired.
As part of managing financial assets other than trade receivables, Company Management has identified its
business models on the basis of how the financial instruments are managed and how their cash flows are
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.
The Business Models adopted are the following:
■ Hold to Collect: financial instruments used to absorb temporary cash surpluses; such instruments are low
risk and mostly held to maturity; they are measured at amortized cost;
■ Hold to Collect and Sell: monetary or debt instruments used to absorb short/medium-term cash surpluses;
such instruments are low risk and generally held to maturity, or otherwise sold to cover specific cash
requirements; they are measured at fair value through other comprehensive income;
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■ Hold to Sell: monetary, debt and equity trading instruments used to dynamically manage cash surpluses
not managed under the business models identified above; such instruments are higher risk and traded
repeatedly over time; they are measured at fair value through profit or loss.
Investments in subsidiaries, associates and joint ventures
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 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
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 statements 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
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:
■ as "financial assets measured at amortized cost" (AC) when held to maturity (originally more than 3
months but less than 12 months, or, although they had an original maturity of more than 12 months, they
have been bought in a period during which maturity was included between 3 and 12 months);
■ as "financial assets measured at fair value through other comprehensive income" (FVTOCI) when held in
the scope of a business model whose objective is to sell the financial asset and/or collect the contractual
flows. The "Reserve for financial assets measured at fair value through other comprehensive income" is
reversed to the separate income statements when the financial asset is disposed of or impaired;
■ as “financial assets measured at fair value through profit or loss" (FVTPL) in the other cases.
Cash and cash equivalents
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.
Impairment of financial assets
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 has been impaired.
The impairment of financial assets is based on the expected credit loss model.
In particular:
■
■
impairment on trade receivables and on 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;
the impairment of financial assets other than trade receivables is calculated 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 worsening of its credit risk.
Derivatives
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.
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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:
■ at the inception of the hedge, the hedging relationship is formally designated and documented;
■
■
■
the hedge is expected to be highly effective;
its effectiveness can be reliably measured;
the hedge is highly effective throughout the financial reporting periods for which it is designated.
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 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 income statement.
■ 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 arising from the fair value adjustment of the derivative financial instrument is
recognized directly in a specific equity reserve (Reserve for hedging instruments). The cumulative gain or
loss is removed from equity and recognized in the separate income statements at the same time the
hedged transaction affects the separate income statement. The gain or loss associated with the ineffective
portion of a hedge is recognized in the separate 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 income statement.
For derivatives for which a hedging relationship has not been designated, changes in value compared to initial
recognition are recognized directly in the separate income statement.
Financial liabilities
Financial liabilities include financial payables, including payables for advances on assignments of receivables
where the assignment does not transfer substantially all the risks and rewards, as well as other financial
liabilities, including derivative financial instruments and liabilities in respect of assets recognized under finance
leases recognized in accordance with IFRS 16.
In accordance with IFRS 9, they also include trade and other payables.
Reverse factoring transactions are also classified under trade payables. TIM has put in place reverse factoring
agreements through which TIM gives partner banks a mandate to pay its suppliers as invoices become due.
Suppliers participating in these programs have the right to sell (without any cost for TIM) receivables due from
TIM. They can exercise this right at their total discretion and incurring all the costs to benefit from collection
before the contractual due date.
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 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.
Transfer of receivables
TIM S.p.A. carries out sales of receivables under factoring and securitization contracts. These transfers, 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. Special service
agreements, under which the purchasers grant TIM S.p.A. a mandate to oversee the collection and
management of receivables, have been entered into to maintain the relationship between the Company and
its customers.
Inventories
Inventories are measured at the lower of purchase and production cost and estimated realizable value; the
cost is determined using the weighted average cost formula for each movement, while the estimated
realizable value is determined by observing general prices at the end of the year. 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/Discontinued operations
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
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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.
Discontinued operations are a component of an entity that has been terminated or classified as held for sale
and that:
■
■
■
represents a major business line or geographical area of operation; or
is part of a single coordinated plan to discontinue a separate major line of business or geographical area of
operation; or
is a subsidiary acquired exclusively with a view to resale.
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 discontinued groups classified as held for sale are first recognized in
compliance with the appropriate IFRS applicable to each specific asset and liability, and subsequently
measured at the lower of the carrying amount and fair value, less cost 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 upward revision of value is, instead, recognized for each subsequent increase in the fair value of an asset
less cost to sell, but not in excess of the previously recognized cumulative impairment loss.
As required by IFRS 5 (Non-current assets held for sale and discontinued operations), an entity shall not
depreciate (or amortize) non-current assets classified as held for sale or being part of a discontinued group.
Finance expenses and other expenses attributable to the liabilities of a discontinued group classified as held
for sale must continue to be recognized.
Employee benefits
Provision for employee severance indemnity
Employee severance indemnities, 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, so calculated, is considered a "Defined
benefit plan" and the related liability to be recognized in the statement of financial position (Provision for
employee severance indemnities) is determined by actuarial calculations.
The remeasurements of actuarial gains and
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 statements
under financial expenses.
Starting from January 1, 2007, the Italian Law gave employees the choice to either allocate their accruing
indemnity to supplementary pension funds or it as an obligation of the Company. Companies that employ at
least 50 employees must 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 "Defined contribution plans".
Equity compensation plans
losses are recognized
TIM S.p.A. provides additional benefits to certain managers of the Group companies 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 maturity. 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.
Provisions
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. Provisions for risks and
charges also include those established in the event that the company should stipulate contracts that
thereafter became onerous, the non-discretionary costs of which necessary to fulfill the commitments made
exceeding the economic benefits expected from such contracts.
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".
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Government grants
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 systematically credited to
the separate income statements over the useful life of the systems the grants relate to.
Treasury shares
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".
Foreign currency transactions
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 income
statements.
Revenues
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 the recognition of revenues follows the steps set out in IFRS 15:
■
■
identification of the contract: takes place when the parties approve the contract (with commercial
substance), and identify the respective rights and obligations: in other terms, the contract must be legally
binding, the rights to receive goods and/or services and the terms of payment can be clearly identified and
the Company considers receipt of payment as probable;
identification of the performance obligations: the main performance obligations identified, i.e. promises
to transfer goods and services that are distinct, are services rendered (including voice and data traffic and
ICT solutions) to retail customers, services rendered to wholesale customers, and sale of products;
■ determination of the transaction price: is the total amount contracted with the other party regarding the
entire contractual term. The Company has determined that the contractual term is the one arising from
the contractual obligations between the parties or, in lack of these obligations, it is by convention one
month;
■ allocation of the transaction price to the performance obligations: the allocation is made proportionately
to the respective stand-alone selling prices calculated based on the list prices (if present) or estimated by
applying an appropriate margin to the cost of purchase/production of the good/service.
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 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
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 for services rendered are generally invoiced and collected bimonthly/monthly for retail
customers while for wholesale customers, they are invoiced on a monthly basis and due 40 or 60 days
after the date of issue, depending on whether they relate to the mobile component (40 days) or fixed
component (60 days).
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• Revenues from sales
Revenues from sales (telephone products and others) 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, 30 or 48 monthly
installments, depending on the type of offer and customer cluster. With specific reference to the
mobile products sold to consumer customers, collection is made at the time of sale through the
financial company TIMFin, which disburses the loan to the customer.
The recognition of revenues can generate the recognition of an asset or liability deriving from contracts. In
particular:
■ Contract assets are the right to a consideration in exchange for goods or services that have been
transferred to the customer, when the right is conditioned on something other than the passage of time;
■ Liabilities deriving from a contract are the obligation to transfer goods or services to the customer for
which the Company has received (or for which it is due) a consideration from the customer.
Contract costs (incremental costs of obtaining a contract and costs to fulfill a contract; mainly technical
activation costs and costs for sales network commissions) are deferred and recognized through separate profit
or loss depending on the expected term of the contractual relationship with the customers. TIM avails itself of
the practical expedient, provided for by IFRS 15, to recognize the incremental costs for obtaining the contract
entirely in the income statement, provided the amortization period does not exceed 12 months.
The recoverability of contract assets and deferred costs is periodically assessed.
Research and advertising costs
Research costs and advertising expenses are charged directly to the separate income statements in the year in
which they are incurred.
Finance income and expenses
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; changes in the fair value of derivatives
and other financial instruments measured at fair value through the income statement; gains and losses on
foreign exchange and financial instruments (including derivatives).
Dividends
Dividends received are recognized in the separate 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 are reported as a change in equity in the year in which they are approved by the
shareholders’ meeting.
Income tax expense (current and deferred)
Income tax expense includes all taxes calculated on the basis of the taxable income of the Company.
Current and deferred income tax expense is calculated using all the elements and information available at the
reporting date, taking into account current laws and considering all the elements that could give rise to
uncertainties in the determination of the amounts due to the tax authorities, as provided for in IFRIC 23.
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. 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. Tax assets and liabilities are offset when there is a legally enforceable right of offset. Prepaid
tax assets and deferred tax liabilities are determined by adopting the 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.
The other taxes not related to income are included in "Other operating expenses".
Use of accounting estimates
The preparation of separate financial statements and related notes in conformity with IFRS requires
management to make estimates and assumptions based also on subjective judgments, past experience and
TIM S.p.A. Separate
Financial Statements
Note 2
Accounting standards
287
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 on 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 significant accounting estimates that involve a high level of subjective assumptions and judgments
by directors are set out below.
TIM S.p.A. Separate
Financial Statements
Note 2
Accounting standards
288
Financial statements area
Goodwill impairment
Accounting estimates
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 fair value net of disposal
costs is based on the current value of forecast cash flow, calculated using a discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. 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 tangible and
intangible assets with finite
useful lives and rights of use
assets
At the end of each reporting period, the company assesses whether there is any indication that an asset –
whether tangible or intangible with finite useful lives or a right of use – may be impaired. Both internal and
external sources of information are used for this purpose.
Identifying the impairment indicators, estimating future cash flows and calculating the fair value of each
asset requires the 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-down.
Lease liabilities and rights of use
assets
The value of lease liabilities and corresponding rights of use is determined by calculating the present value of
the lease payments, also bearing in mind whether the renewal of the lease is reasonably certain.
Capitalization/deferment of costs The capitalization/deferment of internal and external costs is a process that entails elements of estimation
Provision for bad debts
Depreciation and amortization
Provisions, contingent liabilities
and employee benefits
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.
Impairment on trade receivables and on 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.
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.
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 the valuation of the liabilities arising from such dismantling
and restoration obligations, which seldom are entirely defined by laws, administrative regulations or contract
clauses, and which normally are to be complied with after an interval of several years.
The provisions 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. Provisions for
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.
Provisions made for contractual risks are also related to any contracts that may have become onerous and
are based on an articulated estimation process that envisages the valuation of the comprehensive negative
margins of the entire contract; they therefore include the non-discretionary costs necessary to fulfill the
commitments made that exceed the economic benefits expected from such contracts.
Revenues
Contract costs (IFRS 15)
Income tax expense (current and
deferred)
Derivative instruments and
equity instruments
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.
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 and
future estimates. 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) 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 recovered. The measurement of the recoverability of deferred tax assets,
recognized based on both unused tax loss carry-forwards to future years and deductible temporary
differences, takes into account the estimate of future taxable income and is based on conservative tax
planning.
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., and on the basis of prices existing in regulated markets or quotations provided by
financial counterparties. For further details refer to the Note "Supplementary disclosures on financial
instruments".
TIM S.p.A. Separate
Financial Statements
Note 2
Accounting standards
289
As required by IAS 8 (Accounting Policies, Changes in Accounting Estimates and Errors), paragraph 10, 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.
New standards and interpretations endorsed by the EU and in
force from January 1, 2022
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, 2022.
Collection of changes of limited scope to the IFRSs
On June 28, 2021, Commission Regulation (EU) 2021/1080 was issued, implementing various amendments of
limited scope to the IFRSs. The collection includes changes to three IFRSs as well as annual improvements to
the IFRSs that regard minor, non-urgent changes (but which are necessary). These changes must be applied
for all years starting after January 1, 2022. The following amendments have been issued:
■
IAS 16: “Property, plant and equipment” - Proceeds before intended use
The amendment prohibits a company from deducting from the cost of Property, plant and equipment
amounts received from selling items produced while the company is preparing the asset for the intended
use (e.g. proceeds from the sale of samples produced when testing a machine to see if it is functioning
properly).
The proceeds form the sale of any such samples, together with the costs for their production, must be
noted on the income statement.
■
IAS 37: “Onerous contracts - Costs of fulfilling a contract”
The amendment clarifies the meaning of “costs of fulfilling a contract”. The amendment clarifies that the
direct costs for the execution of a contract include:
a.
b.
incremental costs for fulfilling the contract (e.g. labor and direct materials); and
an allocation of other costs directly related to the fulfillment of contracts (e.g. allocation of the
depreciation share for an item of Property, plant and equipment used to fulfill a contract).
The change may entail the recording of more onerous provision as previously some entities only included
the incremental costs in the costs for fulfilling a contract.
■
IFRS 3: “Reference to the conceptual framework”
The Board has updated IFRS 3 “Business combinations” to refer to the 2018 conceptual framework for
financial reporting, in order to determine what exactly is an asset or a liability in a business combination.
Before the amendment, IFRS 3 referred to the 2001 conceptual framework for the financial disclosure.
These changes do not alter the accounting procedure envisaged for business combinations.
The adoption of these amendments had no effect on the separate financial statements at December 31, 2022.
Annual improvements to the IFRSs (2018–2020 cycle)
■ Amendment to IFRS 9 - Fees included in the 10 per cent test for derecognition of financial liabilities
This change establishes the commission to be included in the 10 per cent test for derecognition of financial
liabilities (in the event of a change or exchange of a financial liability, IFRS 9 Financial instruments specifies
a quantitative “10 per cent” test. This test assesses if the new contractual conditions between the
borrower and creditor are substantively different from the original contractual conditions in determining
whether or not the original financial liability should be derecognized.
Costs or commissions may be paid to third parties or to the creditor. In accordance with the change, the
costs or commissions paid to third parties will not be included in the 10 per cent test.
■ Amendment to the illustrative examples accompanying IFRS 16 “Leases”
The Board has amended Illustrative Example 13 that accompanies IFRS 16 to remove the illustration of the
reimbursement of leasehold improvements by the lessor. The reason for the amendment is to remove any
potential confusion regarding how lease incentives should be processed.
■ Amendment to IFRS 1 "First-time adoption of the International Financial Reporting Standards"
The amendment simplifies the adoption of IFRS 1 by a subsidiary that becomes a first-time adopter after
its parent. IFRS 1 grants an exemption if a subsidiary adopts the IFRSs later than its parent. The subsidiary
can measure its assets and liabilities at the carrying amounts that would be included in the consolidated
financial statements of the parent, on the basis of the date of transfer of the parent company to the IFRSs,
if no adjustments are made for the consolidation procedures and as a result of the corporate aggregation
in which the parent acquired the subsidiary.
TIM S.p.A. Separate
Financial Statements
Note 2
Accounting standards
290
The Board has amended IFRS 1 to allow entities that adopted this exemption from IFRS 1 to also measure
the cumulative conversion differences using the amounts reported by the parent, on the basis of the
transition date of the parent company to the IFRSs. The change to IFRS 1 extends this exemption to the
cumulative conversion differences in order to reduce the costs for first-time adopters. This change will also
apply to associates and joint ventures that have obtained the same exemption from IFRS 1.
All these changes are in force starting January 1, 2022 with early application permitted.
The adoption of these amendments had no effect on the separate financial statements at December 31, 2022.
NEW STANDARDS AND INTERPRETATIONS ISSUED BY THE
IASB BUT NOT YET APPLICABLE
At the date of preparation of these separate financial statements, the IASB had issued the following new
Standards and Interpretations which have not yet come into force and have not yet been endorsed by the EU:
New Standards and Interpretations not yet endorsed by the EU
Amendments to IAS 1 Presentation of Financial Statements: classification of liabilities as current or
non-current
Amendments to IFRS 16: Lease liabilities in a sale and lease-back
Amendments to IAS 1 Presentation of Financial Statements: non-current liabilities with covenants
New Standards and Interpretations endorsed by the EU
Amendments to IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors
Amendments to IAS 12 Income taxes: deferred tax related to assets and liabilities arising from a
single transaction
Amendments to IAS 1 - Presentation of Financial Statements
Amendments to IFRS 17 - Insurance contracts: initial application of IFRS 17 and IFRS 19 –
Comparative information
Mandatory
application starting
from
1/1/2024
1/1/2024
1/1/2024
1/1/2023
1/1/2023
1/1/2023
1/1/2023
The potential impacts on the separate financial statements from application of these new standards and
interpretations are currently being assessed.
TIM S.p.A. Separate
Financial Statements
Note 2
Accounting standards
291
NOTE 3
GOODWILL
The item at December 31, 2022 amounted to 12,064 million euros, down 897 million euros on December 31,
2021, and relates to the goodwill included in the domestic business segment of TIM S.p.A..
The change is mainly due to the recording of the sale of the portion of goodwill attributed to the investment in
Daphne 3 S.p.A as well as the value of such investment, as a result of the acquisition by the Ardian fund of the
share held by TIM, equal to 41% of the holding company Daphne 3, which, in turn, currently holds a 30.2%
share in Infrastrutture Wireless Italiane (“INWIT”).
The table below shows the changes to Goodwill in 2022:
(million euros)
Goodwill at January 1, 2021
Sale of share of goodwill in Daphne 3 S.p.A.
Acquisition of goodwill following Movenda merger
Goodwill at December 31, 2022
12,961
(898)
1
12,064
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.
If, at consolidated financial statements level, the need should arise to write-down the goodwill in reference to
a specific CGU, this write-down must be attributed, in the separate financial statements of TIM S.p.A., to the
business referring to the same CGU, which has not already been tested individually, namely goodwill and
controlling investments that are part of the same CGU.
Impairment tests carried out with reference to the CGU in the consolidated financial statements have
determined the need to write down the goodwill allocated to the Domestic CGU, of which the controlling
investments held by TIM S.p.A. in FiberCop, Noovle and Telecom Italia Sparkle, are a part.
Therefore, on the separate financial statements of TIM S.p.A., goodwill does not need to be impaired.
Below, therefore, is an explanation of how impairment testing of the Domestic CGU is carried out for the
consolidated financial statements.
The value configuration used to determine the recoverable amount at December 31, 2022 is the fair value
estimated on the basis of the income approach, insofar as this is considered able to best maximize the value of
the Group’s activities (the “market participant perspective”), also reflecting interventions on costs in view of a
potential future new, different business structure.
The estimate of fair value on the basis of the Income approach was made in compliance with IAS 36, with
valuation principles and best practices, with reference to the flows of the 2023-2025 Industrial Plan, which is
based on the final results of 2022: (i) it reflects realistic expectations regarding future evolutions; (ii) it brings
into play careful cost cutting actions as preparation for a future business structure; (iii) it maintains the
perspective of use of assets of the domestic market continuing on with the same conditions as at 12/31/2022.
The expected cash flows reported in the 2023-2025 Industrial Plan approved by the Board of Directors have
been critically analyzed and, with the support of expert and industrial appraisers, the average representativity
has been assessed. Expected average cash flows for the 2023-2025 Industrial Plan were extrapolated for an
additional two years, thus bringing the explicit forecast period for future cash flows to a total of five years
(2023-2027). The extrapolation of data for 2026-2027 was necessary in order to intercept market, competition
and industrial trends that will become manifest beyond the forecast horizon of the Industrial Plan. It is
specified that where inputs are present that cannot be observed, the fair value thus determined is assigned as
level 3 of the fair value hierarchy, as envisaged by IFRS 13 - Fair value measurement.
As regards the estimate of the terminal value, the sustainable long-term cash flow was assumed to be the
extrapolation of the estimated cash flow at 2027, adjusted as necessary to take into consideration a suitable
level of long-term capital expenditure, normalized by the effects tied to the development of innovative
technology projects in place during the plan years. Furthermore, with specific reference to the incremental
share of the value deriving from 5G license use and therefore from the development of new and innovative
business areas, a measurement model has been adopted that takes into account the net incremental flows for
a defined period of time which is based on the duration of the license. This approach is consistent with the
need to include in the configuration of value, on one hand the outflows deriving from the payment of the
license and the capex to support its development (as per the Industrial Plan), and on the other 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 five years of explicit forecast.
The cost of capital used to discount the future cash flows in the estimates of fair value:
■ was estimated using the Capital Asset Pricing Model (CAPM), which is one of the generally accepted
application criteria referred to in IAS 36;
■
reflects current market estimates of the time value of money and the specific risks associated with the
asset groups; includes appropriate yield premiums for country risk;
■ was calculated using comparative market parameters to estimate the “Beta coefficient” and the weighting
coefficient of the equity and debt capital components.
TIM S.p.A. Separate
Financial Statements
Note 3
Goodwill
292
The following are provided below:
■
the weighted average cost of capital (WACC rate) used to discount the future cash flows and the
equivalent rate before tax;
■ details are also provided of the growth rate used to estimate the residual value after the explicit forecast
period (the G-Rate), expressed in nominal terms and related to the cash flows in their functional currency;
■ details are provided of the implicit capitalization rates resulting from the difference between the cost of
capital, after tax, and the G-Rate.
Principal parameters for the estimates of value in use
WACC
WACC before tax
Growth rate beyond the explicit period (g)
Capitalization rate after tax (WACC-g)
Capitalization rate before tax (WACC-g)
Capex/Revenues, perpetual
6.20 %
7.89 %
1.09 %
5.11 %
6.80 %
15.50 %
The growth rate in the terminal value “g” was estimated taking into account the expected evolution of
demand for the various business areas, overseen in terms of investments and competences also by the
subsidiaries Noovle and FiberCop. The growth rate thus estimated falls within the range of growth rates
applied by analysts who monitor TIM shares.
The phase of capital expenditure, competitive positioning and the technological infrastructure operated was
taken into account in estimating the level of investment needed to sustain the perpetual development of cash
flows after the explicit forecast period.
A structural deterioration of the relevant parameters of the domestic assets and, notably, the WACC, may call
for the application of impairment.
TIM S.p.A. Separate
Financial Statements
Note 3
Goodwill
293
NOTE 4
INTANGIBLE ASSETS WITH A FINITE USEFUL
LIFE
as follows:
(million euros)
12/31/2020 Conferment of
Amortization
Disposals
The item decreased by 255 million euros compared to December 31, 2021. The breakdown and movements are
changes 12/31/2021
Other
Noovle Investments
Impairment
(losses)
/Reversals
Industrial patents and
intellectual property
rights
Concessions, licenses,
trademarks and
similar rights
Other intangible
assets
Work in progress and
advance payments
Total
1,303
(114)
514
3,000
—
1,197
5,500
1
(67)
(181)
540
1,055
(732)
(380)
310
1,281
2,620
2
1
(1,112)
—
(3)
(3)
(292)
19
1,375
5,278
(million euros)
12/31/2021 Investments
Amortization
Impairment
(losses)
/Reversals
Disposals
Other
changes
12/31/2022
(1)
298
1,302
Industrial patents and
intellectual property rights
Concessions, licenses,
trademarks and similar
rights
Other intangible assets
Work in progress and
advance payments
Total
1,281
459
2,620
2
1,375
5,278
71
1
245
776
(735)
(294)
(1)
(1)
920
(1,217)
3,316
2
403
5,023
(1,030)
—
(2)
1
Industrial patents and intellectual property rights consisted of software, patents and television rights. In
particular:
■
television rights for TIM multimedia platforms are amortized over the duration of the contracts;
■ application and plant operation software, purchased outright and with user licenses, is amortized over an
expected useful life of two, three or six years;
■ patents are amortized over five years.
They increased by 21 million euros on December 31, 2021, following investments and potential exercise during
the year.
Concessions, licenses, trademarks and similar rights mainly related to the residual cost of licenses for mobile
and fixed telecommunications services. Compared to December 31, 2021, these were up by 696 million euros,
mainly due to the entry into force of the rights to use the 2100 MHz bandwidth, which in 2021 was extended
through to December 31, 2029 (240 million euros) and the entry into force of the rights to use 5G in the 694-
790 MHz bandwidths (680 million euros) following the July 2022 acquisition of the availability of licenses.
Investments included 65 million euros following the acquisition of the licenses for the 34-36 MHz OpNet
bandwidth, acquired with an agreement with the OpNet (former Linkem) operator covering the reciprocal
transfer of frequencies and enabled TIM to use an additional 20MHz nationally, reaching the maximum
availability of 100MHz permitted in the frequency bandwidth 3.4-3.8 GHz usable by TIM, as 5G frequencies.
TIM S.p.A. Separate
Financial Statements
Note 4
Intangible assets with a finite useful life
294
The amount of telephone licenses and similar rights in operation at December 31, 2022 and their useful lives
are detailed below:
Type
UMTS 2100 MHz (extension)
WiMax (extension)
34-36-MHz-Linkem band
LTE 1800 MHz
LTE 800 MHz
LTE 2600 MHz
L Band (1452-1492 MHz)
900 and 1800 MHz band
3600-3800 MHz band (5G)
26.5-27.5 GHz band (5G)
694-790 MHz band (5G)
Residual amount
at 12/31/2022
(thousands of
euros)
Useful life
(Years)
Maturity
Amortization expense
for 2022
(thousands of euros)
209,725
4,936
61,211
59,997
420,221
46,215
115,295
383,239
1,331,179
26,068
658,258
8
7
7
18
17
17
14
11
19
19
15 years and 6
months
12/31/2029
12/31/2029
12/31/2029
12/31/2029
12/31/2029
12/31/2029
12/31/2029
12/31/2029
12/31/2037
12/31/2037
12/31/2037
29,961
924
4,372
8,571
60,032
6,602
16,471
54,748
88,745
1,738
21,942
Work in progress and advance payments amounted to 403 million euros (1,375 million euros at December 31,
2021) and reduced by 972 million euros, mainly following the coming into force of the rights to use the 2100
MHz bandwidth for 240 million euros and the coming into force of the rights to use 5G in the 694-790 MHz
bandwidths in July 2022 for 680 million euros. Work in progress is mainly related to software developments
and investments for the digital evolution of Network Infrastructures.
In 2022, capital expenditures came to 776 million euros and dropped 279 million euros on 2021, mainly
following the coming into force of the extension through to December 31, 2029 of the rights to use the 2100
MHz bandwidth (240 million euros present in investments in progress at December 2021). This reduction was
partly offset by the specific acquisition of the 34-36-MHz OpNet - former Linkem - bandwidth (65 million euros)
and the extension of the WiMax licenses through to December 31, 2029 (5 million euros). They include 161
million euros of internally generated assets (146 million euros in 2021), involving development and evolutionary
maintenance of software programs and platforms and innovative network engineering and solution,
application and service design activities.
Amortization of intangible assets amounted to 1,030 million euros and decreased by 82 million euros
compared to the amount recognized in 2021 (1,112 million euros). This performance is due for 85 million euros
to lesser amortization with respect to licenses, mainly connected with the December 2021 expiry of the UMTS
licenses (with an impact of 134 million euros of lesser depreciation and amortization with respect to December
2021). This reduction is partly offset by 49 million euros in greater amortization following the January 2022
commissioning of rights to use the 2100 MHz band (with an impact of 23 million euros), the July 2022
commissioning of the rights to use the 694-790 MHz bandwidth (with an impact of 22 million euros) and the
July 2022 purchase of rights for the operator OpNet - formerly Linkem, to use the 34-36 MHz bandwidth (with
an impact of 4 million euros).
Amortization is recorded in the income statement under the components of EBIT.
The gross carrying amount, accumulated impairment losses and accumulated amortization at December 31,
2022 and December 31, 2021 can be summarized as follows:
(million euros)
Gross carrying
amount
12/31/2021
Accumulated
impairment
losses
Accumulated
amortization
Net carrying
amount
Industrial patents and intellectual property rights
Concessions, licenses, trademarks and similar rights
Other intangible assets
Work in progress and advance payments
Total
7,471
6,523
57
1,375
15,426
(1)
(6,189)
(3,903)
(55)
(1)
(10,147)
1,281
2,620
2
1,375
5,278
TIM S.p.A. Separate
Financial Statements
Note 4
Intangible assets with a finite useful life
295
(million euros)
Gross carrying
amount
12/31/2022
Accumulated
impairment
losses
Accumulated
amortization
Net carrying
amount
Industrial patents and intellectual property rights
Concessions, licenses, trademarks and similar rights
Other intangible assets
Work in progress and advance payments
Total
7,733
4,886
58
403
13,080
(1)
(6,430)
(1,570)
(56)
(1)
(8,056)
1,302
3,316
2
403
5,023
With reference to the gross values of intangible assets with a finite useful life, in 2022 disposals of 3,125 million
euros were made in connection with licenses (UMTS licenses for 2,506 million euros and GSM licenses for 117
million euros expired and sale of WiMax licenses to OpNet for 6 million euros) and rights to use intellectual
works, almost entirely amortized, including television rights expired for 16 million euros, BSS and OSS software
application developments for 471 million euros, disposal of the Sandvine platform for 6 million euros.
TIM S.p.A. Separate
Financial Statements
Note 4
Intangible assets with a finite useful life
296
NOTE 5
TANGIBLE ASSETS
The item decreased by 386 million euros compared to December 31, 2021. The breakdown and movements are
as follows:
(million euros)
12/31/2020 Conferment of
Noovle Conferment of
FiberCop Investments
Depreciation
Impairment
(losses)/
Reversals
Disposals
Other
changes 12/31/2021
Land
Buildings (civil and
industrial)
Plant and equipment
Manufacturing and
distribution equipment
Other
Construction in progress
and advance payments
Total
232
571
8,660
21
183
668
10,335
(30)
(122)
(48)
(2,414)
(62)
(100)
(32)
(362)
(2,446)
9
705
4
60
389
1,167
(28)
(1,338)
(9)
(57)
—
(19)
(5)
(2)
25
283
2
27
(350)
(1,432)
—
(26)
(13)
202
455
5,829
18
146
573
7,223
(million euros)
12/31/2021
Investments
Depreciation
Impairment
(losses) /
Reversals
Disposals
Other
changes
12/31/2022
Land
Buildings (civil and
industrial)
Plant and equipment
Manufacturing and
distribution equipment
Other
Construction in progress
and advance payments
Total
202
455
5,829
18
146
573
7,223
—
6
565
5
33
290
899
(28)
(1,173)
(8)
(61)
(23)
—
(3)
(1,270)
—
(26)
202
441
5,471
17
130
576
6,837
8
273
2
12
(284)
11
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.). It
should be noted that land, including land pertaining to buildings, is not depreciated. The item was unchanged
compared to December 31, 2021.
Buildings (civil and industrial) includes buildings for industrial use hosting telephone exchanges or offices and
light constructions (small prefabricated buildings and stacked containers). This item decreased by 14 million
euros compared to December 31, 2021.
Plant and machinery represents the technical infrastructure used for the provision of telecommunications
services (transport and distribution of voice/data traffic). In detail, this is investments and potential exercise
relating mainly to underground and overhead copper network, optical fiber LTE/UMTS core transport and
access network and access to transmission devices, including SDH-Wdm data network and switch, NGAN
devices, power systems and fixed and mobile commercial products for customer rental contracts. The item
dropped by 358 million euros on December 31, 2021, mainly following the lesser investments made in both the
secondary network (following the contribution to FiberCop made in March 2021) and the copper network
(consequent to the switch-off expected in 2030).
Manufacturing and distribution equipment consists of instruments and equipment used for the operation and
maintenance of plant and equipment.
Other mainly consists of hardware for the functioning of the network and for work stations, furniture and
fixtures and, to a minimal extent, transport vehicles and office machines; it dropped by 16 million euros on
December 31, 2021.
Construction in progress and advance payments decreased by 3 million euros compared to December 31,
2021, mainly due to the slow-down of investments maintaining the copper network and greater consumptions
of the plant warehouse compared with purchases. These include the internal and external costs incurred for
the acquisition and internal production of tangible assets, which are not yet in use. Other changes included the
entry intro operation of capitalizations from previous years. The item also includes the reclassification from
Rights of use to Tangible assets in progress of the deposits in connection with the contract stipulated in 2020
with Telecom Italia Sparkle and relating to the BlueMed cable (approximately 8 million euros), consequent to a
supplementary agreement signed as a mark of acceptance by TIM late 2022, which amended the contract
signed in 2020 from sale of rights of use to sale of a pairing of dark fiber within the BlueMed underwater cable.
Disposal amounted to 26 million euros and mainly included the sale of Dark Fiber for network infrastructures
(installation, transmission and access), and the abandonment of sites for Base Transceiver Stations and
TIM S.p.A. Separate
Financial Statements
Note 5
Tangible assets
297
decommissioning of ARO SRB, the modernization of LTE transmission plants and physical-accounting
alignments.
Capital expenditures for 2022 came to 899 million euros and decreased by 268 million euros compared to
2021; they are capital expenditure and exercisability mainly relating to the underground and aerial copper
network (48 million euros), access and carrier network in fiber optics (96 million euros), LTE/UMTS core +
access (78 million euros), transmission equipment including SDH-Wdm (109 million euros), data network and
switching (29 million euros), NGAN equipment (10 million euros), power supply systems (23 million euros) and
fixed and mobile commercial products for customer rental contracts (146 million euros). They include 154
million euros of internally generated assets (142 million euros in 2021), for design, construction and testing of
network infrastructure and access and transmission networks.
Depreciation of tangible assets totaled 1,270 million euros, a decrease of 162 million euros compared to 2021.
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 income statement prospectively.
Depreciation for the year 2022 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)
Plant and equipment
Manufacturing and distribution equipment
Other
3.33% – 6.66%
3% - 50%
20%
11% - 33%
The gross carrying amount, accumulated impairment losses and accumulated depreciation at December 31,
2022 and December 31, 2021 can be summarized as follows:
(million euros)
Land
Buildings (civil and industrial)
Plant and equipment
Manufacturing and distribution
equipment
Other
Construction in progress and
advance payments
Total
(million euros)
Land
Buildings (civil and industrial)
Plant and equipment
Manufacturing and distribution
equipment
Other
Construction in progress and
advance payments
Total
Gross carrying
amount
202
1,666
49,318
295
1,307
575
53,363
Gross carrying
amount
202
1,678
48,866
302
1,352
578
52,978
12/31/2021
Accumulated
impairment losses
Accumulated
depreciation
Net carrying amount
(1,211)
(43,480)
(277)
(1,158)
(9)
(3)
(2)
(14)
(46,126)
202
455
5,829
18
146
573
7,223
12/31/2022
Accumulated
impairment losses
Accumulated
depreciation
Net carrying amount
(1,237)
(43,386)
(285)
(1,220)
(9)
(2)
(2)
(13)
(46,128)
202
441
5,471
17
130
576
6,837
With regard to the gross carrying amounts of tangible assets, in 2022 disposals were made for a total value of
1,294 million euros, mainly in relation to fully depreciated assets, including: access network (29 million euros),
switching systems (52 million euros), underground fiber optics (9 million euros), UMTS and network
transmission systems and equipment (1,081 million euros), rented terminals (32 million euros), power supply
and conditioning systems (13 million euros), infrastructures and GSM SRB (63 million euros), aerials and cable
laying (7 million euros), civil buildings (2 million euros).
TIM S.p.A. Separate
Financial Statements
Note 5
Tangible assets
298
NOTE 6
RIGHTS OF USE ASSETS
as follows:
(million euros)
12/31/2020 Conferment of
The item decreased by 132 million euros compared to December 31, 2021. The breakdown and movements are
Noovle Conferment of
FiberCop Investments Increases in
lease
contracts
Depreciation and
amortization
Impairment
(losses)
/Reversals
Disposals
Other
changes 12/31/2021
Rights of use on
intangible assets
Rights of use
Concessions, Licenses,
Trademarks and Similar
Rights
Work in progress and
advance payments
Rights of use on tangible
assets
Property
Plant and equipment
Equipment
Other
Assets in progress and
advance payments
Total
(million euros)
Rights of use on
intangible assets
Rights of use
Concessions, Licenses,
Trademarks and Similar
Rights
Work in progress and
advance payments
Rights of use on
tangible assets
Property
Plant and equipment
Other
Construction in progress
and advance payments
Total
—
—
—
2,589
1,358
—
93
56
4,096
4,096
—
—
(90)
(1)
(91)
(91)
4
4
186
50
13
249
253
(1)
(1)
(288)
(136)
(27)
(451)
(452)
—
27
27
27
—
34
19
19
72
72
3
—
3
2,447
758
—
77
35
3,317
3,320
—
—
—
(14)
(542)
(2)
(558)
(558)
30
(18)
(39)
(27)
(27)
—
—
12/31/2021 Investments Increases in
lease
contracts
Depreciation and
amortization
Impairment
(losses)
/Reversals
Disposals
Other
changes 12/31/2022
3
—
3
2,447
758
77
35
3,317
3,320
—
16
31
22
69
69
—
186
120
15
321
321
(2)
(2)
(298)
(133)
(26)
(457)
(459)
1
—
1
2,318
776
63
30
3,187
3,188
—
22
14
(27)
9
9
—
—
(55)
(14)
(3)
(72)
(72)
—
—
The rights of use on intangible assets amounted to 1 million euros and include the recording as an IFRS 16
lease, starting 2021, of an agreement that can be qualified as “Software as a Service - SaaS”, in exchange for
which TIM has acquired the right to make exclusive use of software licenses residing on partitions of third party
hardware platforms dedicated exclusively to the Company.
The rights of use on tangible assets amounted to 3,187 million euros and decreased compared to December
31, 2021 by 130 million euros. In particular:
■
■
the item Property includes buildings and land under lease contracts and the related building adaptations.
They reduced by 129 million euros, mainly as a result of period amortization, partly offset by increases and
investments;
the item Plant and equipment mainly includes rights of use on infrastructures for telecommunications
services and rises by 18 million euros over December 31, 2021. It includes the lease increase following TIM’s
exercise of the right of renewal of the Master Service Agreement stipulated with INWIT S.p.A., with
consequent extension of the term of the contract through to August 2030;
■
the item Other mainly comprises the finance leases on autovehicles.
TIM S.p.A. Separate
Financial Statements
Note 6
Rights of use assets
299
Investments consist of the acquisition of IRU transmission capacity (31 million euros) and incremental and
improvement expenses incurred for leased property and non-property assets (38 million euros).
Increases in lease contracts include the higher value of the rights of use recorded as a result of new leases,
increases of lease payments and renegotiations of agreements existing for both land and buildings for office
use and industrial relationship over time, to infrastructure sites for the mobile telephone network infrastructure
and network. They include the impacts associated with the specified exercise of the option of renewal of the
MSA contract with INWIT S.p.A.
In accordance with IFRS 16 (Leases), lease liabilities are presented through the recognition of a financial liability
in the statement of financial position at the present value of future lease payments, against the recognition of
a rights-of-use asset of the leased asset.
Disposals represents the book value of the assets from property lease contracts (and related improvements)
issued in advance, net of the value of the residual financial debt.
Other changes includes the transfers during the year and the changes related to the lower value of rights of
use recorded as a result of contractual changes during the year, mainly for lease liabilities under IFRS16. The
item also includes the already mentioned reclassification from Rights of use to Tangible assets in progress of
the deposits in connection with the contract stipulated in 2020 with Telecom Italia Sparkle and relating to the
BlueMed cable (approximately 8 million euros), consequent to a supplementary agreement signed as a mark
of acceptance by TIM late 2022, which amended the contract signed in 2020 from sale of rights of use to sale
of a pairing of dark fiber within the BlueMed underwater cable.
Amortization 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,
2022 and December 31, 2021 can be summarized as follows:
(million euros)
Rights of use on intangible assets
Rights of use Concessions, Licenses,
Trademarks and Similar Rights
Work in progress and advance payments
Rights of use on tangible assets
Property
Plant and equipment
Equipment
Other
Assets in progress and advance payments
Total
(million euros)
Rights of use on intangible assets
Rights of use Concessions, Licenses,
Trademarks and Similar Rights
Work in progress and advance payments
Rights of use on tangible assets
Property
Plant and equipment
Equipment
Other
Assets in progress and advance payments
Total
Gross carrying
amount
12/31/2021
Accumulated
impairment losses
Accumulated
amortization
Net carrying
amount
4
4
4,766
1,096
224
35
6,121
6,125
(1)
(1)
(2,306)
(338)
(147)
(2,791)
(2,792)
3
—
3
2,447
758
—
77
35
3,317
3,320
—
(13)
(13)
(13)
Gross carrying
amount
12/31/2022
Accumulated
impairment losses
Accumulated
amortization
Net carrying
amount
4
4
4,895
1,233
200
30
6,358
6,362
(3)
(3)
(2,564)
(457)
(137)
(3,158)
(3,161)
1
—
1
2,318
776
—
63
30
3,187
3,188
—
(13)
(13)
(13)
With regard to the gross carrying amounts of rights of use of third party assets, in 2022 disposals were made
for a total value of 85 million euros. The categories of assets most affected were: improvements in third party
establishments (9 million euros), rented properties (34 million euros), base transceiver stations (16 million
euros) and leased cars (25 million euros).
TIM S.p.A. Separate
Financial Statements
Note 6
Rights of use assets
300
NOTE 7
INVESTMENTS
These decreased by 33 million euros compared to December 31, 2021 and included:
(million euros)
12/31/2022
of which Financial
Instruments
12/31/2021 of which Financial
Instruments
Subsidiaries
Associates and joint ventures
Other investments
Total
10,709
279
33
11,021
—
33
33
10,990
29
35
11,054
—
35
35
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial
instruments".
As permitted by IFRS 9, TIM S.p.A. now measures all Other Investments at fair value through other
comprehensive income (FVTOCI).
In 2022 the main transactions with subsidiaries, associates, joint ventures and other equity investments of TIM
S.p.A. were the following:
■ Movenda S.p.A.: on July 25, 2022, TIM S.p.A. acquired 100% of the company’s share capital, which offers
Digital Identity solutions. On September 29, 2022, the TIM S.p.A. Board of Directors and the Shareholders’
Meeting of Movenda S.p.A. approved the draft merger by incorporation contract of Movenda S.p.A. into TIM
S.p.A., with accounting and tax effect from July 1, 2022;
■ Daphne 3 S.p.A.: on August 4, 2022, TIM S.p.A. transferred 41% of the share capital of the holding Daphne 3,
which has a 30.2% investment in Infrastrutture Wireless Italiane ("INWIT") to a consortium of investors led
by Ardian;
■ Polo Strategico Nazionale S.p.A.: the company was established on August 4, 2022, it deals with the design,
preparation, fitting out and management of infrastructure for the supply of cloud services and solutions for
the public administration. TIM S.p.A. holds 45% of the Joint Venture’s share capital.
Movements during 2022 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,
2022 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".
TIM S.p.A. Separate
Financial Statements
Note 7
Investments
301
Investments
(thousands of
euros)
Carrying
amount at
12/31/2021
Mergers/
demergers
spin-offs
of
business
units
Acquisitions/
Subscriptions/
Payments to
cover Losses
Disposals/
Reimbursem
ents
Impairment
losses
/Reversals
/Adj. Fair
value
Other
changes and
reclassifica-
tions
Total
changes
Carrying
amount at
12/31/2022
43
2,965,311
296,314
36,066
1,079,572
—
2,388
5,914,971
—
7,565
587,519
52,635
12,611
50
19,522
181
Investments in subsidiaries
CD FIBER S.r.l.
FIBERCOP S.p.A.
DAPHNE 3 S.p.A.
OLIVETTI S.p.A.
SOCIETA' BENEFIT
NOOVLE S.p.A.
SOCIETA' BENEFIT
MOVENDA S.p.A.
TELECOM ITALIA
CAPITAL S.A.
TELECOM ITALIA
FINANCE S.A.
TELECOM ITALIA
LATAM PARTICIPAÇÕES
E GESTÃO
ADMINISTRATIVA
TELECOM ITALIA SAN
MARINO S.p.A.
TELECOM ITALIA
SPARKLE S.p.A.
TELECOM ITALIA
VENTURES S.r.l.
TELECONTACT CENTER
S.p.A.
TELENERGIA S.r.l.
TELSY S.p.A.
TI AUDIT COMPLIANCE
LATAM (in liquidation)
S.A.
TIM BRASIL SERVIÇOS E
PARTICIPAÇÕES S.A.
TIM RETAIL S.r.l.
TIM MY BROKER S.r.l.
TIM SERVIZI DIGITALI
S.p.A.
—
15,143
10
—
10,989,901
(238,213)
—
(3,047)
—
300
(296,314)
(2,992)
214
300
(58,101)
55
214
(1,502)
1,502
—
—
—
—
43
2,965,611
—
33,074
1,079,786
—
2,388
5,914,971
—
7,565
321
321
587,840
11,000
21
(1,502)
18,500
31,002
(238,213)
(12,416)
(15,463)
(57,190)
11,000
21
—
—
—
63,635
12,632
50
19,522
181
—
—
—
6,084
(281,366)
—
15,143
10
6,084
10,708,535
TIM S.p.A. Separate
Financial Statements
Note 7
Investments
302
(thousands of
euros)
Carrying
amount at
12/31/2021
Mergers/
demergers
spin-offs
of
business
units
Investments in associates and joint ventures
AREE URBANE (in
liquidation)
ITALTEL S.p.A.
DAPHNE 3 S.p.A.
NORDCOM S.p.A.
POLO STRATEGICO
NAZIONALE S.P.A.
TIGLIO I
TIGLIO II (in liquidation)
TIMFin S.p.A.
Consorzio EO (in
liquidation)
—
—
2,143
—
—
26,950
—
29,093
—
Acquisitions/
Subscriptions/
Payments to
cover Losses
Disposals/
Reimbursem
ents
Impairment
losses
/Reversals
/Adj. Fair
value
Other
changes and
reclassifica-
tions
Total
changes
Carrying
amount at
12/31/2022
10,262
5,400
234,247
15,662
—
—
234,247
—
10,262
234,247
—
5,400
—
—
—
—
249,909
—
10,262
234,247
2,143
5,400
—
—
26,950
—
279,002
(thousands of
euros)
Carrying
amount at
12/31/2021
Mergers/
demergers
spin-offs of
business
units
Acquisitions/
Subscriptions/
Payments to
cover Losses
Disposals/
Reimbursem
ents
Impairment
losses
/Reversals
/Adj. Fair
value
Other
changes and
reclassifica-
tions
Total
changes
Carrying
amount at
12/31/2022
Investments in other companies
2,035
BANCA UBAE
22,446
FIN. PRIV.(**)
IST. ENCICLOPEDIA
4,200
ITALIANA G. TRECCANI
ISTITUTO EUROPEO DI
ONCOLOGIA
Other minor
investments
2,743
3,514
34,938
11,053,932
Total Investments
15
(2,053)
74
46
(63)
(1,981)
(17,444)
15
(2,053)
74
46
2,050
20,393
4,274
2,789
(1)
(1)
177,056
(64)
(1,982)
(33,439)
3,450
32,956
11,020,493
—
—
(1,502)
—
—
46,664
—
—
(238,213)
(**) Recognized investment measured at fair value through other comprehensive income (FVTOCI).
TIM S.p.A. Separate
Financial Statements
Note 7
Investments
303
NOTE 8
NON-CURRENT AND CURRENT FINANCIAL
ASSETS
Non-current and current financial assets were broken down as follows:
(million euros)
12/31/2022
12/31/2021
Non-current financial assets
Financial receivables and other non-current financial assets
Financial receivables from subsidiaries
Financial receivables from associates and joint ventures
Financial receivables from other related parties
Receivables from employees
Hedging derivatives relating to hedged items classified as non-current
assets/liabilities of a financial nature
Non-hedging derivatives
Other financial receivables
Financial receivables for lease contracts
Total non-current financial assets
Securities other than investments, other financial receivables and
other current financial assets
Securities other than investments
Measured at amortized cost (AC)
Measured at fair value through other comprehensive income (FVTOCI)
Measured at fair value through profit or loss (FVTPL)
Financial receivables and other current financial assets
Liquid assets with banks, financial institutions and post offices (with
maturity over 3 months)
Receivables from employees
Hedging derivatives relating to hedged items classified as current
assets/liabilities of a financial nature
Non-hedging derivatives
Financial receivables from parent companies
Financial receivables from subsidiaries
Financial receivables from associates and joint ventures
Other short-term financial receivables
Financial receivables for lease contracts
Cash and cash equivalents
Total current financial assets
Total non-current and current financial assets
(a)
(b)
(c)
(d)
e=(b+c+d)
(f)=(a+e)
2,228
—
—
36
396
825
9
3,494
8
3,502
—
—
—
—
—
19
31
59
—
357
1
467
45
2,520
—
—
36
366
1,305
211
4,438
11
4,449
—
—
—
—
—
11
25
68
—
5
—
7
116
39
1,375
1,887
5,389
3,558
3,713
8,162
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial
instruments".
Financial receivables for lease contracts (current and non-current) amounted to 53 million euros (50 million
euros at December 31, 2021) and included the following contractual relationships recognized in accordance
with the financial method envisaged by IFRS 16:
■ agreements for the sale of network infrastructure in IRU with deferred collection over time (42 million
euros, 33 million euros at December 31, 2021) recognized using the financial method envisaged by IFRS 16
given the contractual term substantially close to the economic life of the asset;
■ contracts for the lease of commercial products to customers, for an amount of 11 million euros (15 million
euros at December 31, 2021). For the financial receivables for lease assets are offset by the financial debt
for the corresponding leases payable.
Receivables from employees (current and non-current) amounted to 55 million euros (47 million euros at
December 31, 2021) and included the remaining amount due on loans granted.
TIM S.p.A. Separate
Financial Statements
Note 8
Non-current and current financial assets
304
Hedging derivatives amounting to 427 million euros (391 million euros at December 31, 2021), consisted of:
■ hedged items classified as non-current assets/liabilities of a financial nature (396 million euros), mainly
pertaining to the mark-to-market spot valuation component of cash flow hedge derivative contracts (of
which 151 million euros entered into with Telecom Italia Finance S.A.);
■ hedged items classified as current assets/liabilities of a financial nature (31 million euros), relating to the
accrued income component of cash flow hedges and fair value hedges.
Non-hedging derivatives amounted to 884 million euros (1,373 million euros at December 31, 2021) 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.
The non-hedging derivatives consisted of:
■
■
items classified under non-current financial assets (825 million euros), which refer to the mark-to-market
spot valuation component of the non-hedging derivatives;
items classified as current financial assets (59 million euros), relating to the accrued income component on
non-hedging derivative contracts.
Further details are provided in the Note "Derivatives".
Cash and cash equivalents amounted to 1,375 million euros, down by 2,183 million euros compared to
December 31, 2021 and were broken down as follows:
(million euros)
Liquid assets with banks, financial institutions and post offices
Checks, cash and other receivables and deposits for cash flexibility
Receivables from subsidiaries
Total
12/31/2022
1,157
—
218
1,375
12/31/2021
3,532
—
26
3,558
The different technical forms of investing available cash can be analyzed as follows:
■ maturities: investments have a maximum maturity of three months;
■ counterparty risk: investments are made with leading banking and financial institutions with high credit
quality and with a rating of at least BBB- according to Standard & Poor’s or similar rating agencies;
■ Country risk: deposits have been made mainly in major European financial markets.
TIM S.p.A. Separate
Financial Statements
Note 8
Non-current and current financial assets
305
NOTE 9
MISCELLANEOUS RECEIVABLES AND OTHER
NON-CURRENT ASSETS
Miscellaneous receivables and other non-current assets breaks down as follows:
(million euros)
12/31/2022 of which Financial
Instruments
12/31/2021 of which Financial
Instruments
Miscellaneous receivables (non-
current)
Miscellaneous receivables from
subsidiaries
Miscellaneous receivables from
associates
Other receivables
Other non-current assets
Deferred contract costs
Other deferred costs
Total
156
—
42
198
1,627
53
1,680
1,878
(a)
(b)
(a+b)
—
—
11
11
—
—
—
11
104
—
53
157
1,787
30
1,817
1,974
—
—
21
21
—
21
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial
instruments".
Miscellaneous receivables (non-current)
The item includes receivables due from subsidiaries for 156 million euros (104 million euros at December 31,
2021) relating to tax consolidation receivables; it also includes receivables for 31 million euros due from the tax
authority for income tax (31 million at December 31, 2021).
Other non-current assets
This item decreased by 137 million euros compared to December 31, 2021 and includes:
■ Contract costs deferred for 1,627 million euros (1,787 million euros at December 31, 2021), mainly related
to the deferral of costs connected to the activation and acquisitions of new contracts with customers.
Contractual costs (mainly technical activation costs and commissions for the sales network) were deferred
and charged to the separate income statements according to the expected duration of the contractual
relationship with customers (on average around 4 years for the mobile business and around 8 years for the
fixed-line business).
Total deferred non-current and current contract costs amounted to 2,223 million euros (2,358 million euros
at December 31, 2021); the breakdown of the total deferred non-current and current contract costs at
December 31, 2022 is provided below, as well as the related changes in the period:
(million euros)
Deferred contract costs
Non-current deferred contract costs
Current deferred contract costs
Total
(million euros)
12/31/2021
Increase
12/31/2022
12/31/2021
1,627
596
2,223
1,787
571
2,358
Release to
income
statement
Other
changes
12/31/2022
Contract acquisition costs
Contract execution costs
Total deferred contract costs
1,414
944
2,358
381
64
445
(352)
(217)
(569)
(11)
—
(11)
1,432
791
2,223
TIM S.p.A. Separate
Financial Statements
Note 9
Miscellaneous receivables and other non-current assets
306
Total deferred contract costs will be recognized in the income statement of future years of the Company
and in particular, for approximately 595 million euros, in 2023, based on the amount at December 31, 2022
without taking into account the new deferred portions. More specifically:
(million euros)
12/31/2022
2023
Year of recognition in the income statement
2027
2024
2026
2025
After
2027
Deferred contract costs
Contract acquisition costs
Contract execution costs
Total
1,432
791
2,223
382
213
595
323
187
510
255
151
406
179
107
286
124
72
196
169
61
230
■ Other deferred costs of 53 million euros (30 million euros at December 31, 2021) mainly refer to costs for
leased assets.
TIM S.p.A. Separate
Financial Statements
Note 9
Miscellaneous receivables and other non-current assets
307
NOTE 10
INCOME TAX EXPENSE (CURRENT AND
DEFERRED)
Current income tax receivables
Non-current income tax receivables (classified as Miscellaneous receivables and other non-current assets)
amounted to 31 million euros at December 31, 2022, which is unchanged compared to the previous year; they
relate to non-assigned receivables for taxes and interest resulting from the recognized deductibility for IRES
tax purposes 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 tax receivables came to 34 million euros and were down 9 million euros on December 31, 2021 (43
million euros); they mainly include: receivables for tax paid abroad for 10 million euros, residual IRAP from
previous years for 14 million euros, tax consolidation credit for 6 million euros, receivables for supplementary
declarations submitted in 2022 for 2 million euros and other tax receivables.
Tax assets and deferred tax liabilities
The net balance is composed as follows:
(million euros)
Deferred tax assets
Deferred tax liabilities
Total
12/31/2022
461
—
461
12/31/2021
3,364
—
3,364
In the 2020 Financial Statements, TIM S.p.A. had benefited from the possibility of realigning the tax values to
the greater value of the assets booked, specifically the value of goodwill of 23,051 million euros, as envisaged
by Decree Law 104/2020, Art. 110, subsections 8 and 8 bis. Accordingly, this resulted, in exchange for payment
of substitute tax in the amount of 3% of the realigned value (692 million euros), in the possibility to deduct the
tax amortization of the realigned value of 23,051 million euros over 18 years, starting 2021. These deductions,
which would have generated benefits in terms of IRES and IRAP, have been fully noted at December 31, 2020
amongst deferred tax assets in the amount of 6,569 million euros, in view of the possibility of absorption
through the Company’s future taxable income, also taking into account the fact that IRES losses can be carried
forward without time limits, where such may arise due to temporary incapacity of taxable income.
During 2022, TIM S.p.A. revoked the realignment of goodwill in accordance with Article 1, subsections 624 and
624-bis of Italian Law no. 234 of December 30, 2021, by means of the submission of the supplementary
declaration for the 2020 tax period; this has, amongst others, entailed a write-off of the residual IRES deferred
tax assets on the value of goodwill for 2,656 million euros. The 2021 financial statements, in addition to the use
of 131 million for annual amortization, also included the write-off of 50% of the IRES deferred tax assets on the
value of goodwill for 2,766 million euros and all IRAP deferred tax for 1,059 million euros as a consequence of
the changes introduced by the 2022 Budget Law (Law 234/2021, Art. 160) to the duration of the period during
which amortization of tax-recognized goodwill could be deducted (taking it from 18 to 50 years) and the
assessment of the recoverability for IRAP purposes.
The 2022 financial statements do not include IRES deferred tax for period tax losses (as had been done in the
previous financial statements) and those of previous years, in consideration of the changed assessment of the
time frame for recoverability of deferred tax assets of TIM S.p.A., also determined on the basis of the 2023-
2025 Industrial Plan.
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:
(million euros)
Deferred tax assets
Deferred tax liabilities
Total
12/31/2022
495
(34)
461
12/31/2021
3,445
(81)
3,364
TIM S.p.A. Separate
Financial Statements
Note 10
Income tax expense (current and deferred)
308
The temporary differences which made up this line item at December 31, 2022 and 2021, as well as the
movements during 2022 were as follows:
(million euros)
12/31/2022
12/31/2021 Recognized in
profit or loss
Recognized in
equity
Other
changes
Deferred tax assets:
Provisions for pension fund integration
Law 58/92
Provisions
Provision for bad debts
Financial instruments
Taxed depreciation and amortization
Discounting of provision for employee
severance indemnities
Tax losses (*)
Tax realignment pursuant to Decree
Law 104/2020 Art. 110
Other deferred tax assets
Total
Deferred tax liabilities:
Accelerated depreciation
Convertible Bonds
Financial instruments
Bond issue expense
Other deferred tax liabilities
Total
4
240
87
299
90
28
7
2,656
34
3,445
(3)
(45)
(2)
(3)
(28)
(81)
(29)
(5)
5
(7)
(7)
(2,656)
(9)
(2,708)
45
2
47
4
211
82
73
95
5
—
—
25
495
(3)
—
—
(3)
(28)
(34)
461
(226)
(16)
(242)
—
—
—
—
Total Deferred tax assets net of
Deferred tax liabilities
3,364
(2,661)
(242)
(*) For the new flow of tax losses in 2022, no deferred tax assets are entered
The expirations of deferred tax assets and deferred tax liabilities at December 31, 2022 were the following:
(million euros)
Within next
year
Beyond 1 year
year
Total
as at 31/12/2022
Deferred tax assets
Deferred tax liabilities
Total Deferred tax assets net of Deferred tax liabilities
207
(6)
201
288
(28)
260
495
(34)
461
The company has not posted deferred IRES tax assets for 420 million on tax losses and benefits for Aid to
economic growth (ACE) and IRAP for 32 million.
Income tax payables
Following the specified revocation of the realignment of goodwill in accordance with Article 1, subsections 624
and 624-bis of Italian Law no. 234 of December 30, 2021, current tax payables at December 31, 2022 have
been zeroed (231 million euros at December 31, 2021) for the reversal of the second installment of substitute
tax pursuant to Decree Law 104/2020, Art. 110, subsections 8 and 8 bis; non-current tax payables have also
been zeroed (231 million euros at December 31, 2021) for the reversal of the third installment of substitute tax
pursuant to Decree Law 104/2020, Art. 110, subsections 8 and 8 bis.
TIM S.p.A. Separate
Financial Statements
Note 10
Income tax expense (current and deferred)
309
Income tax expense
The income tax expense for the years ended December 31, 2022 and 2021 is detailed below:
(million euros)
IRAP taxes for current year
IRES taxes for current year
Substitute tax pursuant to Decree Law 104/2020 art. 110
Expenses/(income) from tax consolidation
Current taxes of prior years
Total current taxes
Deferred taxes for the year
Tax realignment pursuant to Decree Law 104/2020 Art. 110 and write-off of deferred tax
assets
Deferred taxes of prior years
Total deferred taxes
Total income tax expense for the year
2022
—
—
(692)
(144)
17
(819)
6
2,656
—
2,662
1,843
2021
—
—
—
(100)
(4)
(104)
3
3,825
(6)
3,822
3,718
The current IRES tax rate is 24%, while the effective IRAP tax rate is 4.5%.
The current tax income consists of 144 million euros for the tax consolidation benefit, 692 million euros for the
benefit deriving from the reversal of substitute tax on the realignment of goodwill (Art. 110, subsections 8 and
8 bis of Decree Law 104/2020) deriving from the revocation of the latter, in accordance with Article 1,
subsections 624 and 624-bis, of Italian Law no. 234 of December 30, 2021, as well as the impact of 17 million
euros for greater tax from previous years, relating to the effects on the tax return with respect to the forecasts
prepared in the 2020 financial statements on the basis of the information available at the time.
The current tax benefits juxtaposes with the deferred tax expense of 2,662 million euros, mainly due to the
write-off of deferred IRES tax (2,656 million euros), equal to the residual amount of the deferred tax assets
entered in 2020 following the tax recognition of higher values of goodwill booked in accordance with Decree
Law 104/2020, Art. 110, subsections 8 and 8 bis.
The reconciliation between the theoretical tax charge, calculated on the basis of the IRES tax rate in effect at
December 31, 2022 (24%), and the effective tax charge in the financial statements is as follows:
(million euros)
2022
Result before tax
2021
From continuing operations
Total profit (loss) before tax
Theoretical income tax expense
Income tax effect on increases (decreases) in variations:
dividends recognized in income
impairment losses, gains and losses on investments
non-deductible depreciation, amortization and impairments
non-deductible costs
other items (accelerated depreciation and amortization, etc.)
IRES taxes for previous years
Prepaid IRES tax benefit/write-off pursuant to Decree Law 104/2020, Art. 110
Suspension of period tax losses (failure to enter deferred tax)
Effective income tax recognized in income statement, excluding IRAP and substitute
tax
IRAP (Regional Tax on Production Activities)
Prepaid IRAP tax benefit/write-off pursuant to Decree Law 104/2020, Art. 110 and others
Write-off of substitute tax pursuant to Decree Law 104/2020 art. 110
Total of actual taxes to income statement
(1,234)
(1,234)
(296)
(25)
(69)
2
9
(20)
—
2,656
263
2,520
15
—
(692)
1,843
(4,596)
(4,596)
(1,103)
(194)
24
991
6
(15)
(8)
2,766
195
2,662
(3)
1,059
—
3,718
For a better understanding of the above reconciliation, the impacts of Regional Income Tax (IRAP) and
substitute tax pursuant to Law Decree 104/2020, Art. 110, have been shown separately so as to avoid any
distorting effect arising from the fact that these taxes are calculated on a different tax base to the pre-tax
profit.
TIM S.p.A. Separate
Financial Statements
Note 10
Income tax expense (current and deferred)
310
NOTE 11
INVENTORIES
At December 31, 2022, these amounted to 193 million euros (165 million euros at December 31, 2021) and
mainly consisted of fixed and mobile telecommunications equipment and terminals and the related
accessories.
This item increased by 28 million euros compared with December 31, 2021, and was mainly attributable to a
trend seeing lesser consumption on the Mobile segment, particularly during the last quarter of the year.
In 2022, write-downs of inventories amounted to around 3 million euros.
No inventories are pledged as collateral.
NOTE 12
TRADE AND MISCELLANEOUS RECEIVABLES
AND OTHER CURRENT ASSETS
Trade and miscellaneous receivables and other current assets at December 31, 2022 breaks down as follows:
(million euros)
Trade receivables
Receivables from customers
Receivables from other telecommunications
operators
Receivables from subsidiaries
Receivables from associates and joint ventures
Receivables from other related parties
Customer collections pending credit
Miscellaneous receivables (current)
Receivables from subsidiaries
Receivables from associates and joint ventures
Receivables from other related parties
Other receivables
Other current assets
Contract assets
Deferred contract costs
Other deferred costs
Other
Total
12/31/2022 of which Financial
Instruments
12/31/2021
of which
Financial
Instruments
685
1,178
860
21
27
5
2,776
108
—
—
471
579
14
596
272
56
938
4,293
(a)
(b)
(c)
(a+b+c)
685
1,178
860
21
27
5
2,776
—
—
—
82
82
14
—
—
—
14
2,872
824
1,044
658
13
20
5
2,564
5
2
—
462
469
17
571
231
79
898
3,931
824
1,044
658
13
20
5
2,564
—
—
—
77
77
17
—
17
2,658
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial
instruments".
TIM S.p.A. Separate
Financial Statements
Note 11
Inventories
311
The analyses of the aging of the financial instruments included in Trade and miscellaneous receivables and
other current assets at December 31, 2022 and December 31, 2021 are provided below:
(million euros)
12/31/2022
of which
non-
overdue
of which
overdue
Overdue:
0-90 days 91-180 days 181-365 days
More than
365 days
Trade and
miscellaneous
receivables and other
current assets
2,872
2,515
357
65
61
48
183
(million euros)
12/31/2021
Overdue:
of which
overdue
of which
non-
overdue
0-90 days 91-180 days 181-365 days
More than
365 days
Trade and
miscellaneous
receivables and other
current assets
2,658
2,292
366
95
51
39
181
Financial instruments included in trade and miscellaneous receivables and other current assets include Assets
deriving from contracts with customers (Contract Assets) for 14 million euros; they increased by 214 million
euros compared to December 31, 2021. In particular:
■ current net receivables: increased by 223 million euros mainly due to the impact - starting 2021 - of
transactions with FiberCop and Noovle.
■ overdue net receivables: decreased by 9 million euros following the reduction recorded in the 0 to 90 days
aging bracket as a result of the dynamics in wholesale and roaming; in the other brackets, the reduction of
stock of subscribing customers - in particular for aging in excess of 365 days - is neutralized by the increase
in receivables in wholesale and for sundry billing.
Trade receivables
These came to 2,776 million euros (2,564 million euros at December 31, 2021) and were net of the related
provision for bad debts of 365 million euros (420 million euros at December 31, 2021); in particular, the
provision for bad debt at December 31, 2022 was impacted by the provisions made in 2022 for a total of 57
million euros.
Movements in the provision for bad debts were as follows:
(million euros)
At January 1
Provision charges to the income statement
Draw downs and other changes
At December 31
12/31/2022
420
57
(112)
365
12/31/2021
496
124
(200)
420
Trade receivables decreased by 212 million euros compared to December 31, 2021, mainly as a result of the
changes in the receivables due from customers and subsidiaries.
In particular, we report:
■ Receivables from customers: amounted to 685 million euros and dropped by 139 million euros compared
to December 31, 2021;
■ Receivables from other operators: amounted to 1,178 million euros and increased by 134 million euros
compared to December 31, 2021;
■
■
■
receivables from subsidiaries: amounted to 860 million euros and increased by 202 million euros compared
to December 31, 2021, mainly following greater receivables due from FiberCop for delivery activities on the
secondary network (640 million euros); there are also greater receivables due for the supply of TLC
products and services to Noovle S.p.A. Società Benefit (133 million euros), TIM Retail (23 million euros),
Telecom Italia Sparkle (20 million euros), TIM S.A. (16 million euros), Telenergia (9 million euros), Olivetti
S.p.A. Società Benefit (5 million euros) and Telecontact (4 million euros);
receivables from associates: amounted to 21 million euros (13 million euros at December 31, 2021) and
mainly relate to the supply of services to Polo Strategico Nazionale S.p.A.;
receivables from associates amounted to 27 million euros (20 million euros at December 31, 2021) and
relate to the supply of services to the Cassa Depositi e Prestiti Group.
TIM S.p.A. Separate
Financial Statements
Note 12
Trade and miscellaneous receivables and other current assets
312
Miscellaneous receivables (current)
Amounted to 579 million euros (net of a provision for bad debts of 41 million euros), decreasing by 110 million
euros compared to December 31, 2021. They include:
■
receivables from subsidiaries: these amounted to 108 million euros (5 million euros at December 31, 2021)
and mainly related to receivables from Group companies for the tax consolidation (103 million euros);
■ Other receivables: totaled 471 million euros and break down as follows:
(million euros)
Advances to suppliers
Receivables from employees
Tax receivables
Receivables for grants from the government and public entities
Sundry receivables
Total
12/31/2022
272
8
5
11
175
471
12/31/2021
256
8
15
14
169
462
The tax receivables amounted to 5 million euros and are essentially represented by credit amounts resulting
from tax returns and tax receivables.
Receivables for grants from the government and public entities (11 million euros) referred mainly to the
Ultrabroadband-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:
■
■
receivables for with-recourse assignments to factoring companies (26 million euros);
receivables from social security and pension institutions (17 million euros);
■ miscellaneous receivables from other TLC operators (28 million euros);
■
receivables for Universal Service (52 million euros).
Other current assets
This item amounted to 938 million euros and increased by 40 million euros compared to December 31, 2021; it
included:
■ Assets resulting from contracts with customers - Contract Assets (14 million euros, 17 million euros at
December 31, 2021): these refer to the advance recognition of revenues for those bundle contracts (such as
product and service packages) with the individual Performance Obligations with different timing for their
recognition, in which goods recognized "at point in time" are sold at a discounted price, or for those
contracts which, envisaging a discount for a period of time less than the minimum contract duration,
pursuant to IFRS 15 need the discount to be reallocated over the minimum contract duration. Contract
Assets - net of the related write-down provision of 1 million euros - are down by 3 million euros compared
to December 31, 2021, since the reversal to the income statement of the previously accumulated balance
was substantially offset by the need to distribute discounts granted to customers temporally over the
minimum contractual term, with particular reference to those connected with the impact of COVID-19;
■ Deferred contract costs (596 million euros, 571 million euros at December 31, 2021): contract costs (mainly
technical setup fees and commissions to the sales network) are deferred and recognized in the separate
income statements according to the expected duration of the contractual relationship with customers (on
average around 4 years for the mobile business and around 8 years for the fixed business). For additional
details on the deferred contract costs and their movement during the year, refer to the Note
"Miscellaneous receivables and other non-current assets";
■ Other deferred costs: amounted to 272 million euros and mainly related to:
•
•
•
•
•
216 million euros for the deferral of costs related to rental fees and other lease and rental costs;
25 million euros for the deferral of costs for the purchase of products and services;
12 million euros for the deferral of after-sales expenses on application offers;
12 million euros for maintenance fees;
7 million euros for insurance premiums.
■ Other (56 million euros, 79 million euros at December 31, 2021): these include approximately 10 million
euros in receivables for works from the subsidiary FiberCop.
TIM S.p.A. Separate
Financial Statements
Note 12
Trade and miscellaneous receivables and other current assets
313
NOTE 13
EQUITY
This item is composed as follows:
(million euros)
Share capital issued
less: Treasury shares
Share capital
Additional paid-in capital
Legal reserve
Other reserves:
Merger surplus reserve
Other
Total other reserves
Retained earnings, including profit (loss) for the year
Total
12/31/2022
11,677
(63)
11,614
2,133
2,335
12/31/2021
11,677
(63)
11,614
2,133
2,335
777
470
1,247
(3,077)
14,252
1,734
(295)
1,439
(957)
16,564
Movements in share capital during 2022 are presented in the following tables:
Reconciliation between the number of shares outstanding at 12/31/2021 and at 12/31/2022
(number of shares)
As at 12/31/2021
Ordinary shares issued
less: treasury shares
Ordinary shares outstanding
Savings shares issued
and outstanding
Total shares issued
Total shares outstanding
(a)
(b)
(c)
(d)
(a+d)
(c+d)
15,329,466,496
(115,942,196)
15,213,524,300
6,027,791,699
21,357,258,195
21,241,315,999
Share assignment/
issue
—
—
—
—
—
—
As at 12/31/2022 % on Capital
15,329,466,496
(115,942,196)
15,213,524,300
6,027,791,699
21,357,258,195
21,241,315,999
71.78
28.22
100.00
Reconciliation between the value of shares outstanding at 12/31/2021 and at 12/31/2022
(thousands of euros)
Ordinary shares issued
less: treasury shares
Ordinary shares outstanding
Savings shares issued and outstanding
Total share capital issued
Total share capital outstanding
Share Capital at
12/31/2021
8,381,330
(63,391)
8,317,939
3,295,673
11,677,003
11,613,612
(a)
(b)
(c)
(d)
(a+d)
(c+d)
Change
share capital
—
—
—
—
Share Capital at
12/31/2022
8,381,330
(63,391)
8,317,939
3,295,673
11,677,003
11,613,612
TIM S.p.A. Separate
Financial Statements
Note 13
Equity
314
Disclosure on share capital
The ordinary and savings shares of TIM S.p.A. are listed in Italy (FTSE index).
In the shareholder resolutions passed to increase share capital against cash payments, the pre-emption right
can be excluded to the maximum extent 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.
Privileges of savings shares
The privileges of TIM S.p.A. savings shares are indicated below:
■
the profit shown in the duly approved financial statements, after deducting the amount to be allocated to
the legal reserve, must be distributed to the holders of savings shares in an amount up to 5% of the 0.55
euros per share;
■ after assigning preferred dividends to the savings shares, the distribution of which is approved by the
shareholders' meeting, the remaining profit shall be allocated among all the shares, so that savings shares
are entitled to higher overall dividends than ordinary shares would be entitled to, to the extent of 2% of
0.55 euros per share;
■ when, in any one year, dividends of below 5% of the 0.55 euros per share are paid to the savings shares,
the difference is determined as an increase of the privileged dividend in the next two subsequent years;
■
■
in the event of a distribution of reserves, the savings shares have the same rights as the other shares.
Moreover, when there is no profit or insufficient profit is reported in the financial statements for a given
year to satisfy the aforesaid savings shares privileges, the Shareholders’ Meeting called to approve those
financial statements may choose to satisfy the dividend right and/or the higher dividend right by
distributing 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;
the reduction of share capital as a result of losses does not affect the savings shares except for the
amount of the loss which is not covered by the portion of the share capital represented by the other
shares;
■ upon the wind-up of TIM S.p.A., the savings shares have a pre-emption right in the reimbursement of
capital up to the amount of 0.55 euros per share;
■
in the event of the cessation of trading in the Company's ordinary or savings shares, the holder of savings
shares may ask TIM S.p.A. to convert his/her shares into ordinary shares, using the method selected during
a special session of the shareholders' meeting called for that purpose within two months of being excluded
from trading.
It should be noted that the share capital carries a restriction on tax suspension for fiscal purposes for an
amount of 1,191 million euros (11,104 million euros at December 31, 2021), down 9,913 million euros following
revocation of the realignment of goodwill in accordance with art. 1, subsections 624 and 624-bis of Law no. 234
of December 30, 2021 and the cessation of the corresponding restriction previously applied to the share capital.
∂
Note that following the specified revocation of the realignment of goodwill, the corresponding restriction
previously placed on the equity reserves under tax suspension for fiscal purposes in accordance with Decree
Law 104/2020, Art. 110, subsection 8, was lifted.
Additional paid-in capital at December 31, 2022 amounted to 2,133 million euros, showing no change on
December 31, 2021.
The Legal reserve at December 31, 2022, was 2,335 million euros, unchanged compared to December 31, 2021.
The reserve carries a tax suspension restriction up to 1,835 million euros.
TIM S.p.A. Separate
Financial Statements
Note 13
Equity
315
Other reserves totaled 1,247 million euros at December 31, 2022, increasing by 765 million euros compared to
December 31, 2021.
The Other reserves moved through the Statements of Comprehensive Income are broken down as follows:
■ Reserve for remeasurements of employee defined benefit plans (negative 65 million euros): the reserve
increased by 52 million euros compared to December 31, 2021, following the recognition of employee
severance indemnity actuarial gains for the year 2022, after the net income tax effect;
■ Reserve for hedging instruments (negative 223 million euros, up 722 million euros compared to December
31, 2021): this reserve is related to the accounting of cash flow hedge transactions. In particular, it refers to
unrealized gains and losses, net of the related tax effect, arising from the fair value adjustment of the
financial instruments designated as cash flow hedges;
■ Reserve for financial assets measured at fair value through other comprehensive income (negative for 2
million euros): this reserve decreased by 15 million euros compared to December 31, 2021.
The Other reserves also include:
■ Merger surplus reserve (777 million euros): this reduced by 957 million euros on December 31, 2021
following coverage of the loss of 2021, as resolved by the Shareholders’ Meeting on April 7, 2022;
■ Reserve for other equity instruments: this reserve amounted to 18 million euros (down by 147 million euros
compared to December 31, 2021) and consisted of:
•
•
one million euros, the amount of the 2022-2024 Stock Option Plan approved by the Shareholders’
Meeting on April 7, 2022;
17 million euros, the amount of the 2020-2022 Long Term Incentive Plan, approved by the
Shareholders' Meeting on April 23, 2020.
For further details, refer to the Note “Equity Compensation Plans”.
■ Miscellaneous reserves (742 million euros, 589 million as at December 31, 2021); this includes the reserve
pursuant to Article 7, subsection 7 of Italian Legislative Decree 38/2005, (521 million euros), which has now
become fully available.
Retained earnings (accumulated losses), including result for the year, was negative for 3,077 million euros at
December 31, 2022 (negative for 957 million euros at December 31, 2021) and refer to the 2022 loss.
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 2020-2022.
TIM S.p.A. Separate
Financial Statements
Note 13
Equity
316
Summary pursuant to Article 2427, no. 7-bis
Nature/description
Amount
at
12/31/2022
Potential
utilization
Amount
available
Summary of utilizations made
in the three-year period 2020-2022
(million euros)
Share capital
Capital reserves:
Additional Paid-in capital
Legal reserve
Reserve for other equity instruments
Other reserves
Reserve for remeasurements of defined
benefit plans
Merger surplus reserve
Profit reserves:
Additional Paid-in capital
Legal reserve
Other reserves
Reserve for hedging instruments and
related underlying instruments
Reserve for available-for-sale financial
assets
Reserve for remeasurements of defined
benefit plans
Total
Treasury shares
Residual distributable percentage
Key:
A = for increases in capital;
B = for loss coverage;
C = for distribution to shareholders
11,614
2,134
1,953
18
735
57
777
(1)
382
9
(223)
(2)
(122)
17,331
A,B,C
B
B
A,B,C
A,B,C
A,B,C
B
A,B,C
B
2,134
735
57
777
(1)
9
—
(122)
3,589
(65)
3,524
for loss coverage
for other
reasons
—
1
—
1
Specifically, the amounts shown in the column "Summary of the amounts utilized in the three-year period
2020/2022 – for other reasons” relate to the distribution of dividends.
The table below shows the restrictions, pursuant to Article 109, subsection 4, letter b) of TUIR, relating to off-
book deductions effected for income tax purposes in past years:
(million euros)
Off-book deductions at 12/31/2021
Reversal for taxation during the year
Off-book deductions at 12/31/2022
Deferred taxes
Restriction on equity at 12/31/2022
19
(1)
18
(4)
14
This regime imposes a restriction on all equity reserves, without distinction, for an amount equal to the off-
book deductions net of the related deferred taxes. This restriction remains until such time as the excess tax
deductions and consequent taxation are recovered in the books.
More specifically, compared with the situation at December 31, 2021, deductions remain essentially
unchanged.
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 financial statements amounts to 14 million euros.
TIM S.p.A. Separate
Financial Statements
Note 13
Equity
317
Future potential changes in share capital
The table below shows future potential changes in share capital, based on the long-term share incentive plans,
still outstanding at December 31, 2022:
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)
2020-2022 Long Term Incentive Plan (free issue)
2022-2024 Stock Options Plan
Total
180,000,000
257,763,000
437,763,000
109,292
109,292
0.424
Further information is provided in the Notes “Non-current and current financial liabilities” and “Equity
compensation plans”.
TIM S.p.A. Separate
Financial Statements
Note 13
Equity
318
NOTE 14
NON-CURRENT AND CURRENT FINANCIAL
LIABILITIES
Non-current and current financial liabilities (gross financial debt) are broken down as follows:
(million euros)
Non-current financial liabilities for financing contracts and others
Non-current financial payables:
12/31/2022
Bonds
Convertible bonds
Amounts due to banks
Payables to other lenders
Payables due to subsidiaries
10,118
—
4,043
9
3,516
17,686
Other non-current financial liabilities:
Hedging derivatives relating to hedged items classified as non-
current assets/liabilities of a financial nature
Non-hedging derivatives
Other liabilities
Non-current financial liabilities for lease contracts
Payables to subsidiaries
Payables to associates
Payables to third parties
Total non-current financial liabilities
Current financial liabilities for financing contracts and others
Current financial payables:
Bonds
Convertible bonds
Amounts due to banks
Payables to other lenders
Payables due to subsidiaries
Payables to associates
Other current financial liabilities:
Hedging derivatives relating to hedged items classified as current
assets/liabilities of a financial nature
Non-hedging derivatives
Other liabilities
Current financial liabilities for lease contracts
Payables to subsidiaries
Payables to associates
Payables to third parties
Total Current financial liabilities
Total financial liabilities (Gross Financial Debt)
(a)
(b)
c=(a+b)
(d)
(e)
f=(d+e)
g=(c+f)
234
859
—
1,093
18,779
25
—
2,575
2,600
21,379
2,668
—
716
181
1,871
—
5,436
177
77
—
254
5,690
28
—
431
459
6,149
27,528
12/31/2021
12,506
—
2,627
25
4,078
19,236
1,337
1,303
1
2,641
21,877
29
268
2,446
2,743
24,620
1,386
1,998
900
225
429
1
4,939
54
52
—
106
5,045
6
73
355
434
5,479
30,099
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial
instruments".
TIM S.p.A. Separate
Financial Statements
Note 14
Non-current and current financial liabilities
319
Gross financial debt according to the original currency of the transaction is as follows:
USD
GBP
YEN
EUR
12/31/2021
(millions of foreign currency)
2,508
389
20,031
12/31/2022
(millions of foreign currency)
2,514
389
20,000
12/31/2022
(million euros)
2,357
438
142
24,591
27,528
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:
(million euros)
Up to 2.5%
From 2.5% to 5%
From 5% to 7.5%
From 7.5% to 10%
Over 10%
Accruals/deferrals, MTM and derivatives
12/31/2021
(million euros)
2,215
463
154
27,267
30,099
12/31/2022
5,574
14,870
3,573
1,725
3
1,783
27,528
12/31/2021
7,692
13,236
4,196
1,727
4
3,244
30,099
Following the use of hedging instruments, on the other hand, gross financial debt by nominal interest rate
level is:
(million euros)
Up to 2.5%
From 2.5% to 5%
From 5% to 7.5%
From 7.5% to 10%
Over 10%
Accruals/deferrals, MTM and derivatives
12/31/2022
5,832
13,261
4,924
1,725
3
1,783
27,528
12/31/2021
10,443
10,334
4,347
1,727
4
3,244
30,099
The maturities of financial liabilities according to the expected nominal repayment amount, as defined by
contract, are the following:
Details of the maturities of financial liabilities – at nominal repayment amount:
(million euros)
Bonds
Loans and other financial liabilities
Finance lease liabilities
Total
Current financial liabilities
Total
2023
2,423
1,340
404
4,167
1,505
5,672
maturing by 12/31 of the year:
2024
2026
2025
2027
3,406
766
375
4,547
—
4,547
2,000
1,370
365
3,735
—
3,735
1,750
719
364
2,833
—
2,833
1,250
697
333
2,280
—
2,280
After
2027
1,670
4,442
1,164
7,276
—
7,276
Total
12,499
9,334
3,005
24,838
1,505
26,343
The main components of financial liabilities are commented below.
TIM S.p.A. Separate
Financial Statements
Note 14
Non-current and current financial liabilities
320
Bonds are broken down as follows:
(million euros)
Non-current portion
Current portion
Total carrying amount
Fair value adjustment and measurement at amortized cost
Total nominal repayment amount
12/31/2022
10,118
2,668
12,786
(287)
12/31/2021
12,506
1,386
13,892
(354)
12,499
13,538
The nominal repayment amount of bonds totaled 12,499 million euros, down by 3,039 million euros compared
to December 31, 2021 (15,538 million euros) as a result of repayments made in 2022.
The change in bonds during 2022 was as follows:
Repayments
(millions of original currency)
Repayments
Telecom Italia S.p.A 2002-2022 reserved for subscription by employees
Telecom Italia S.p.A. 1,250 million euros 5.25% (1)
Telecom Italia S.p.A. 2,000 million euros 1.125% Convertible bond
(1) Net of buy-backs totaling 366 million euros made by the company in 2015.
Currency Amount Repayment date
Euro
Euro
Euro
214
884
2,000
1/1/2022
2/10/2022
3/26/2022
TIM S.p.A. Separate
Financial Statements
Note 14
Non-current and current financial liabilities
321
The following table lists the bonds issued by TIM S.p.A., expressed at the nominal repayment amount, net of
bond buy-backs, and also at market value:
Currency
Coupon Issue date Maturity
date
Issue price
(%)
Total
(millions)
Market
price at
12/31/2022
(%)
Market
value at
12/31/2022
(million
euros)
Nominal
repayment
amount
(million
euros)
Bonds issued by TIM S.p.A.
Euro
GBP
Euro
Euro
Euro
USD
Euro
Euro
Euro
Euro
Euro
Euro
Euro
Total
1,000
375
1,000
750
1,250
1,500
1,000
1,000
750
1,000
1,250
1,000
670
1,000
423
1,000
750
1,250
1,406
1,000
1,000
750
1,000
1,250
1,000
670
12,499
3.250% 1/16/2015 1/16/2023
5.875% 5/19/2006 5/19/2023
2.500% 1/19/2017 7/19/2023
3.625% 1/20/2016 1/19/2024
4.000% 1/11/2019 4/11/2024
5.303% 5/30/2014 5/30/2024
2.750% 4/15/2019 4/15/2025
3.000% 9/30/2016 9/30/2025
2.875% 6/28/2018 1/28/2026
3.625% 5/25/2016 5/25/2026
2.375% 10/12/2017 10/12/2027
1.625% 1/18/2021 1/18/2029
5.250% 3/17/2005 3/17/2055
99.446
99.622
99.288
99.632
99.436
100
99.320
99.806
100
100
99.185
99.074
99.667
99.915
99.331
98.668
97.978
97.690
94.785
95.816
93.064
91.261
93.595
84.352
76.481
74.328
999
420
987
735
1,221
1,333
958
931
684
936
1,054
765
498
11,521
The regulations and/or Offering Circulars relating to the bonds described above are available on the corporate
website at the address: gruppotim.it.
Non-current payables to banks totaled 4,043 million euros (2,627 million euros at December 31, 2021). On July
6, 2022, TIM stipulated a loan with a pool of leading international banks, which benefits from the “Italy
Guarantee” (in accordance with art. 1, subsection 1 of Decree-Law no. 23 of April 8, 2020 as subsequently
amended and supplemented) for an amount of 2 billion euros. Short-term payables to banks totaled 716
million euros, down by 184 million euros (900 million euros at December 31, 2021) and included 615 million
euros of the current portion of non-current amounts due to banks.
Non-current payables to other lenders totaled 9 million euros (25 million euros at December 31, 2021), while
current payables to other lenders totaled 181 million euros (225 million euros at December 31, 2021) and
included 6 million euros representing the current portion of non-current payables to other lenders.
Non-current payables to subsidiaries amounted to 3,516 million euros (4,078 million euros at December 31,
2021) and consisted of loans obtained from Telecom Italia Capital S.A. (2,374 million euros) and from Telecom
Italia Finance S.A. (1,142 million euros), following the issues of bonds placed by the financial companies of the
Group on the United States and Luxembourg markets.
Current payables to subsidiaries amounted to 1,871 million euros and increased by 1,442 million euros
compared to December 31, 2021 (429 million euros). They include:
■
the current portion of medium/long-term loans to Telecom Italia Capital S.A. (627 million euros);
■ short-term loans to Telecom Italia Capital S.A. (192 million euros) and Telecom Italia Finance S.A. (751
million euros);
■ current accounts as part of the treasury services regulated at market rates for a total of 1,016 million
euros, particularly with Telecom Italia Ventures (63 million euros), Telecom Italia Sparkle S.p.A. (56 million
euros), TIM Retail S.r.l. (56 million euros), Telecontact Center S.p.A. (43 million euros), Olivetti S.p.A. (22
million euros).
Non-current financial liabilities for lease contracts amounted to 2,600 million euros (2,743 million euros at
December 31, 2021). Current financial liabilities for lease contracts amounted to 459 million euros (434 million
euros at December 31, 2021) and referred for 435 million euros to the current portion of non-current financial
liabilities for lease contracts.
With reference to the finance lease liabilities recognized in 2022 and 2021 the following is noted:
(million euros)
Principal reimbursements
Cash out interest portion
Total
12/31/2022
391
119
510
12/31/2021
407
127
534
Hedging derivatives relating to items classified as non-current liabilities of a financial nature amount to 234
million euros (1,337 million euros at December 31, 2021). Hedging derivatives relating to hedged items
classified as current financial liabilities amounted to 177 million euros (54 million euros at December 31, 2021).
Non-current non-hedging derivatives amounted to 859 million euros (1,303 million euros at December 31,
2021). Current non-hedging derivatives amounted to 77 million euros (52 million euros at December 31, 2021).
TIM S.p.A. Separate
Financial Statements
Note 14
Non-current and current financial liabilities
322
These line items include the measurement in the liabilities of transactions which TIM S.p.A. carries out with
banking counterparties to service the companies of the Group in its exclusive role as the centralized treasury
function (cash pooling), and are offset in full by the corresponding items classified as financial assets. In
addition, there are also IRS derivatives of 26 million euros belonging to fair value hedges of bond loans in euros,
discontinued in 2021.
Further details are provided in the Note "Derivatives".
Covenants, negative pledges and other contract clauses in
effect at December 31, 2022
Bonds issued by TIM S.p.A., Telecom Italia Finance S.A. and Telecom ltalia Capital S.A. do not contain financial
covenants (e.g. ratios such as Debt/EBITDA, EBITDA/Interest, etc.) or clauses that result in the automatic early
redemption of the bonds in relation to events other than the insolvency of the TIM Group; furthermore, the
repayment of the bonds and the payment of interest are not covered by specific guarantees nor are there
commitments provided relating to the assumption of future guarantees, except for the full and unconditional
guarantees provided by TIM S.p.A. for the bonds issued by Telecom Italia Finance S.A. and Telecom Italia
Capital S.A..
Since these bonds have been placed principally with institutional investors in main world capital markets
(Euromarket and USA), the terms which regulate the bonds are in line with the market practice for similar
transactions effected on these same markets.
Regarding loans taken out by TIM from the European Investment Bank (EIB), on May 19, 2021, TIM entered into
a new loan for an amount of 230 million euros, in support of projects to digitize the country. In addition, on
that same date, it extended the loan signed in 2019 (for an initial amount of 350 million euros) for an
additional amount of 120 million euros.
Therefore, at December 31, 2022 the nominal total of outstanding loans with the EIB was 700 million euros, all
drawn down and not backed by bank guarantee.
The two EIB loans signed on November 25, 2019 and May 19, 2021 contain the following covenants:
■
in the event the company becomes the target of a merger, demerger or conferral of a business segment
outside the TIM Group, or sells, disposes of or transfers assets or business segments (except in certain
cases, expressly provided for), it shall immediately inform the EIB which shall have the right to ask for
guarantees to be provided or changes to be made to the loan contract, or, only for certain loan
agreements, the EIB shall have the option to demand the immediate repayment of the loan (should the
merger, demerger or contribution of a business segment outside the TIM Group compromise the Project
execution or cause a prejudice to EIB in its capacity as creditor);
■ TIM undertook to ensure that, for the entire duration of the loan, the total financial debt of the TIM Group
companies other than TIM – except for the cases when that debt is fully and irrevocably secured by TIM – is
lower than 35% (thirty-five percent) of the TIM Group's total financial debt;
■
■
“Inclusion clause", under which, in the event TIM commits to uphold financial covenants in other loan
contracts (and even more restrictive clauses,
instance, cross default clauses and
commitments restricting the sale of goods) that are not present in or are stricter than those granted to the
EIB, the EIB will have the right – if, in its reasonable opinion, it considers that such changes may have a
negative impact on TIM's financial capacity – to request the provision of guarantees or an amendment of
the loan contract in order to establish an equivalent provision in favor of the EIB;
including, for
"Network Event", under which, in the event of the disposal of the entire fixed network or of a substantial
part of it (in any case, more than half in quantitative terms) to third parties not controlled by the Company,
or in the event of disposal of the controlling interest in the company in which the network or a substantial
part of it has previously been transferred, TIM must immediately inform the EIB, which may then opt to
demand collateral or an amendment of the loan agreement or choose an alternative solution.
The TIM loan agreements do not contain any financial covenants (e.g. Debt/EBITDA, EBITDA/interest ratios,
etc.), failure to comply with which would entail an obligation to repay the loan in place, with the exception of
the loan signed on July 6, 2022, which is backed by the “Italy Guarantee” (in accordance with art. 1, subsection
1 of Decree-Law no. 23 of April 8, 2020, as subsequently amended and supplemented).
The loan agreements contain the usual other types of covenants, including the commitment not to pledge the
Company’s assets as collateral for loans (negative pledge) and the commitment not to change the business
purpose or sell the assets of the Company unless specific conditions exist (e.g. the sale takes place at fair
market value). Covenants with basically the same content can be found in the export credit loan agreement.
In the loan agreements and the bonds, TIM is required to provide notification of change of control.
Identification of the occurrence of a change of control and the applicable consequences – including, at the
discretion of the investors, the establishment of guarantees or the early repayment of the amount paid in cash
or as shares and the cancellation of the commitment in the absence of agreements to the contrary – are
specifically covered in the individual agreements.
In addition, the outstanding loans generally contain a commitment by TIM, whose breach is an Event of
Default, not to implement mergers, demergers or transfers of business, involving entities outside the Group.
Such an Event of Default may entail, upon request of the Lender, the early redemption of the drawn amounts
and/or the annulment of the undrawn commitment.
The documentation of the loans granted to certain companies of the TIM Group generally contain obligations
to comply with certain financial ratios, as well as the usual other covenants, under penalty of a request for the
early repayment of the loan.
TIM S.p.A. Separate
Financial Statements
Note 14
Non-current and current financial liabilities
323
Finally, as at December 31, 2022, no covenant, negative pledge or other clause relating to the aforementioned
debt position had in any way been breached or violated.
Revolving Credit Facility
The following table shows committed credit lines(*) available at December 31, 2022:
(billion euros)
12/31/2022
Sustainability-linked RCF - May 2026
Total
Agreed
4.0
4.0
Drawn down
—
—
12/31/2021
Agreed
4.0
4.0
Drawn down
—
—
(*) In accordance with the contract signed, the Banks have committed to make the funds available on demand (with at least 3 days’ notice). As this
is a “Committed” line, the banks have no mechanisms in place not to honor the request for funds made by the Company, without prejudice to the
market standard early mandatory cancellation clauses (Natural contract expiry, Change in control, Borrower illegality, Events of default).
On July 6, 2022, TIM stipulated a new loan with a pool of leading international banks, which benefits from the
“Italy Guarantee” (in accordance with art. 1, subsection 1 of Decree-Law no. 23 of April 8, 2020 as subsequently
amended and supplemented) for an amount of 2 billion euros.
TIM's rating at December 31, 2022
At December 31, 2022, the three rating agencies – Standard & Poor’s, Moody’s and Fitch Ratings – rated TIM as
follows:
STANDARD & POOR'S
MOODY'S
FITCH RATINGS
Rating
B+
B1
BB-
Outlook
Negative
Negative
Negative
TIM S.p.A. Separate
Financial Statements
Note 14
Non-current and current financial liabilities
324
NOTE 15
NET FINANCIAL DEBT
The table below shows the breakdown of net financial debt of the TIM Group at December 31, 2022 and
December 31, 2021, determined in accordance with the provisions of the “Guidelines on disclosure requirements
under the Prospectus Regulation” issued by the ESMA (European Securities & Markets Authority) on March 4, 2021
(ESMA32-382-1138) and incorporated by Consob with its Note of Attention no. 5/21 dated April 29, 2021.
This table also shows the reconciliation of the net financial debt determined according to the aforementioned
criteria indicated by the ESMA and net financial debt calculated according to the criteria of TIM S.p.A..
(million euros)
Liquid assets with banks, financial institutions and post offices
Other cash and cash equivalents
Securities other than investments
Liquidity
Current financial debt (including debt instruments, but excluding
the current portion of non-current financial debt)
Current portion of non-current financial debt
Current financial debt
Net current financial debt
Non-current financial debt (excluding the current part and debt
instruments)
Debt instruments
Trade payables and other non-current debt
Non-current financial debt
(a)
(b)
(c)
(d=a+b+c)
(e)
(f)
(g=e+f)
(h=g-d)
(i)
(j)
(k)
(l=i+j+k)
12/31/2022
12/31/2021
(1,157)
(218)
—
(1,375)
1,509
4,550
6,059
4,684
10,040
10,118
1
20,159
(3,532)
(26)
—
(3,558)
618
4,768
5,386
1,828
10,443
12,506
1
22,950
(m=h+l)
24,843
(1)
Total net financial debt as per ESMA guidelines 32-382-1138
Trade payables and other non-current debt (**)
Non-current financial receivables arising from lease contracts
Current financial receivables arising from lease contracts
Financial receivables and other current financial assets
Other financial receivables and other non-current financial assets
Subtotal
Net financial debt carrying amount (*)
Reversal of fair value measurement of derivatives and related
financial liabilities/assets
Adjusted Net Financial Debt
(*) 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".
(n)
(p=m+n)
(q)
(r=p+q)
(2,273)
(2,704)
22,139
(430)
(2,767)
(2,841)
21,937
(1,325)
24,778
(1)
21,709
20,612
(377)
(45)
(39)
(23)
(11)
(8)
TIM S.p.A. Separate
Financial Statements
Note 15
Net financial debt
325
The following additional disclosures are provided in accordance with IAS 7:
Additional cash flow information required by IAS 7
(thousands of euros)
Non-current financial payables:
Bonds
Convertible bonds
Amounts due to banks
Other financial payables
of which current portion
Non-current financial liabilities
for lease contracts:
of which current portion
Other non-current financial
liabilities:
Hedging derivative liabilities
relating to hedged items
classified as non-current
assets/liabilities of a financial
nature:
Non-hedging derivatives
Other liabilities
of which current portion
Current financial payables:
Amounts due to banks
Other financial payables
Hedging derivative liabilities
relating to hedged items
classified as current
assets/liabilities of a financial
nature
Total Financial liabilities (Gross
financial debt)
Hedging derivative receivables
relating to hedged items
classified as current and non-
current assets/liabilities of a
financial nature
Non-hedging derivative
receivables
Total
12/31/2021
Cash movements
Receipts
and/or issues
Payments
and/or
reimburse-
ments
Non-cash movements
Fair value
changes
Exchange
differences
Other
changes
and
reclassifica-
tions
12/31/2022
13,892
1,998
3,327
4,343
23,560
4,324
3,175
3,175
432
1,391
1,355
1
2,747
106
200
417
—
617
(a)
(b)
(c)
(d)
(1,098)
(2,000)
(699)
(5)
(3,802)
59
(39)
42
101
(39)
2,000
2,000
54
54
(391)
(391)
—
—
1
139
(973)
(575)
—
—
140
(1,548)
(28)
2
30
(187)
(183)
197
197
12,786
—
4,658
4,193
21,637
4,324
3,035
3,035
432
(8)
17
(1)
8
411
936
—
1,347
—
—
—
(99)
991
101
1,408
—
—
—
—
892
—
1,509
(e=a+b+c+d)
30,099
2,054
(4,193)
241
(1,587)
914
27,528
(f)
(g)
(h=e-f-g)
391
1,373
28,335
2,054
(4,193)
102
139
—
(75)
(617)
(895)
9
(11)
916
427
884
26,217
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.
(million euros)
Interest expense paid
Interest income received
Net total
2021
(1,296)
504
(792)
(1,383)
556
(827)
2022
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:
(million euros)
Interest expense paid
Interest income received
Net total
2021
(1,191)
399
(792)
(1,259)
432
(827)
2022
TIM S.p.A. Separate
Financial Statements
Note 15
Net financial debt
326
NOTE 16
FINANCIAL RISK MANAGEMENT
Financial risk management objectives and policies of TIM S.p.A.
As reported in the Note "Financial Risk Management" of the TIM Group consolidated financial statements, 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
fixed-rate 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.
Interest rate risk: sensitivity analysis
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:
■ with regard to derivatives that convert the liabilities contracted by TIM S.p.A. to fixed rates (cash flow
hedging), in line with international accounting standards that regulate hedge accounting, the fair value
(mark-to-market) measurement of such instruments is set aside in a specific unavailable Equity reserve.
The combined change of the numerous market variables to which the mark-to-market calculation is
subject between the transaction inception date and the measurement date renders any assumption about
the trend of the variables of little significance. As the contract expiration date approaches, the accounting
effects described will gradually be absorbed until they cease to exist;
■
if, at December 31, 2022, the interest rates in the various markets in which TIM S.p.A. operates had been
100 basis points higher/lower compared to the actual rates, then higher/(lower) finance expenses, before
the income tax effect, would have been recognized in the income statement for 46 million euros (-18
million euros at December 31, 2021).
Refer to Note 2 "Accounting Policies" for the potential risk generated by the reform of benchmark interest
rates.
Allocation of the financial structure between fixed rate and
variable rate
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. In the
tables below we took into account the nominal repayment/investment amount (because 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.
Total Financial liabilities (at the nominal repayment amount)
(million euros)
Bonds
Loans and other financial
liabilities (*)
Total
12/31/2022
Fixed rate Variable rate
Total
Fixed rate
12/31/2021
Variable rate
10,799
7,646
18,445
1,700
6,198
7,898
12,499
13,844
26,343
15,025
8,046
23,071
513
3,776
4,289
Total
15,538
11,822
27,360
(*) At 12/31/2022, current liabilities totaled 1,505 million euros, of which 1,305 million euros at variable rates (616 million euros at 12/31/2021, of
which 194 million euros at variable rates).
TIM S.p.A. Separate
Financial Statements
Note 15
Net financial debt
327
Total Financial assets (at the nominal investment amount)
(million euros)
Cash & cash equivalents
Other receivables
Total
12/31/2022
Fixed rate Variable rate
Total
Fixed rate
12/31/2021
Variable rate
—
1,593
1,593
1,375
1,947
3,322
1,375
3,540
4,915
—
828
828
3,558
2,607
6,165
Total
3,558
3,435
6,993
With regard to variable-rate financial instruments, the contracts provide for revisions of the related
parameters to take place within the subsequent 12 months.
Effective interest rate
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, which
is provided by class of financial asset and liability, has been determined, for purposes of calculating the
weighted average, using the carrying amount adjusted by accruals, prepayments, deferrals and fair value
adjustments: this is therefore the amortized cost, net of accruals and any changes in fair value, as a
consequence of hedge accounting.
Total Financial Liabilities
(million euros)
Bonds
Loans and other financial liabilities
Total
Total Financial assets
(million euros)
Cash & cash equivalents
Other receivables
Total
12/31/2022
12/31/2021
Adjusted carrying
amount
12,457
13,289
25,746
Effective interest
rate (%)
3.58
3.74
3.66
Adjusted carrying
amount
15,475
11,380
26,855
Effective interest
rate (%)
3.56
3.01
3.33
12/31/2022
12/31/2021
Adjusted carrying
amount
1,375
2,699
4,074
Effective interest
rate (%)
0.62
4.53
3.21
Adjusted carrying
amount
3,558
2,833
6,391
Effective interest
rate (%)
—
2.82
1.25
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
Credit risk represents TIM’s exposure to possible losses arising from the failure of commercial or financial
counterparties to fulfill their 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 counterparty could arise, or from more strictly technical, commercial or administrative factors.
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 the provision for bad debts is raised on specific credit positions that
present peculiar risk elements. On credit positions that do not have such characteristics, provisions are raised
by customer segment according to the average uncollectibility estimated on the basis of statistical indicators.
Financial assets other than trade receivables are written down for impairment on the basis of a general model
which recognizes expected credit losses over the following 12 months, or over the residual life of the asset in
the event of a substantial worsening of 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).
The model adopted to calculate the expected credit loss is based on the Bloomberg Credit Risk Model, a model
developed by Bloomberg which, starting from Merton's distance-to-default (“DD”) concept, estimates the
probability of default together with the recovery rate. At the same time, the loss given default is defined as the
non-recoverable component of the post-default financial asset.
In particular, the DD - based on balance sheet data - is enriched with a series of additional information by
country (macroeconomic, risk), business sector and individual company, as well as accounting adjustments
TIM S.p.A. Separate
Financial Statements
Note 16
Financial risk management
328
aimed at ensuring uniformity of the model's outputs; finally, through a non-linear function of the DD, the
default probability is obtained.
In order to improve credit risk management and relieve pressure on working capital, with specific reference to
the offers for the Consumer market involving the option of paying for products by installments, starting
February 1, 2021, the company TIMFin has been operating, the result of the corporate joint venture between
Santander Consumer Bank (SCB) and TIM.
In 2022, TIMFin expanded the areas of operation, offering finance to also support sales made on the web store
channel Tim.it, in addition to covering the physical stores as it had already been doing since the first year of
operation.
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 counterparty, deposits were
made with banking and financial institutions with a rating no lower than investment grade and non-negative
outlook. Moreover, the terms of deposits are shorter than three months.
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:
■ operational management along the entire process chain, starting from the checks during acquisition and
continuing to the internal management checks of still active customers and the subsequent service
interruption stages, contractual termination and assignment to specific institutions specialized in credit
collection;
■ management of specific securitization programs rather than of non-recurring disposals, most of which
non-recourse in nature.
Liquidity risk
TIM S.p.A. pursues the Group’s objective of achieving an adequate level of financial flexibility.
Current financial assets at December 31, 2022, together with unused committed bank lines, ensure complete
coverage of debt repayment obligations for the next 12 months.
At December 31, 2022, the liquidity margin available for TIM S.p.A. is 5,375 million euros, with a decrease of
2,183 million euros compared with end 2021 (7,558 million euros). Moreover, on January 20, 2023, TIM issued a
5-year Bond for an amount of 850 million euros and a coupon of 6.875%.
22% of gross financial debt at December 31, 2022 (nominal repayment amount) will become due in the next 12
months.
The following tables report the contractual cash flows, not discounted to present value, relating 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, 2022. The portions of principal and interest of the hedged
liabilities included both the disbursements and the receipts of the related hedging instruments.
TIM S.p.A. Separate
Financial Statements
Note 16
Financial risk management
329
After
2027
608
(402)
Financial liabilities – Maturities of contractually expected disbursements
(million euros)
Bonds
Loans and other financial liabilities
(*)
Liabilities for lease contracts
Non-current financial liabilities(*)
Current financial liabilities (**)
Total Financial liabilities
maturing by 12/31 of the year:
2024
2026
2025
2027
2023
Principal
Interest portion
Principal
2,423 3,406 2,000
196
310
429
1,370
766
1,340
1,750
139
719
1,250
81
697
Interest portion
Principal
Interest portion
Principal
Interest portion
Principal
Interest portion
Principal
Interest portion
240
364
92
308
375
126
261
301
328
333
365
404
138
74
109
4,167 4,547 3,735 2,833 2,280
416
606
895
—
—
1,505
—
—
17
5,672 4,547 3,735 2,833 2,280
416
606
912
744
—
—
471
—
—
744
471
Total
After
2027
1,670 12,499
2,173
1,018
8,850
3,958
3,244
1,806
3,005
1,164
727
188
6,792 24,354
6,144
3,012
1,505
—
17
—
6,792 25,859
6,161
3,012
(*) These include hedging instruments, but exclude non-hedging derivatives.
(**) These exclude non-hedging derivatives.
Derivatives on financial liabilities – Contractually expected interest flows
maturing by 12/31 of the year:
(million euros)
2023
2024
2025
2026
2027
Total
101
(67)
101
(67)
102
(68)
1,217
(862)
181
(156)
124
(102)
25
260
(229)
Disbursements
Receipts
Hedging derivatives – net
(receipts) disbursements
Disbursements
Receipts
Non-Hedging derivatives – net
(receipts) disbursements
Total net disbursements
(receipts)
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. 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.
206
1,554
(1,556)
355
2,674
(2,642)
22
224
(218)
34
213
(214)
34
211
(212)
34
212
(213)
(2)
204
32
387
6
28
(1)
33
(1)
33
(1)
33
31
56
The flows relating to the non-hedging derivatives that were placed under centralized management have
therefore been excluded both from the analysis by maturity of contractually expected disbursements for
financial liabilities and from the analysis by maturity of contractually expected interest flows for derivatives,
because the positions are fully netted with one another and, consequently, are not significant for the analysis
of liquidity risk.
Market value of derivative instruments
In order to determine the fair value of derivatives, the TIM Group uses various valuation models. The mark-to-
market 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. dividends) of the underlying instrument, and exercise price.
TIM S.p.A. Separate
Financial Statements
Note 16
Financial risk management
330
NOTE 17
DERIVATIVES
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, 2022 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
counterparties, 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. pooling), TIM has derivative contracts signed with banks
and mirror intercompany derivative contracts with Telecom Italia Capital S.A. and Telecom Italia Finance S.A.,
for a notional value of 4,589 million euros. The balance of asset and liability measurements of these contracts
is equal to zero.
Hedging: economic relationship between underlying
instrument and derivatives
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 induced on the derivative are opposite, in accounting terms, to the effects on the
underlying instrument.
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 foreign currency income flows into fixed rate euro flows. In this case,
exchange rate fluctuations will usually produce contrary effects on the underlying asset and on the derivative,
as the asset leg of the latter faithfully reflects the underlying asset, while the liability leg is denominated in
euro 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. The hedging is done with IRSs, which allow a variable flow of interest to be collected against the
payment of a fixed rate interest flow. The current value of the underlying asset and derivatives depends on the
structure of the Euro market interest rates. The fluctuations of 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 flow of fixed interest expense and changes in
the nominal flow of floating interest income (only partially corrected by the discounting effect). The effects
induced on the derivative are of a single and contrary nature with respect to those on the underlying asset.
In the fourth case, the hedged risk is the variability of cash flows (including the nominal amount to be repaid)
induced by the exchange rate in addition to the market interest rates in foreign currency; the hedging consists
of IRS and CCIRS derivatives which turn the floating rate in foreign currency into a Euro fixed rate. In this case,
exchange rate fluctuations (in addition to fluctuations in the interest rates in foreign currency) will produce
physiologically opposite effects on the underlying asset and on the derivative, because the asset leg of the
latter faithfully reflects the underlying asset, 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.
There is a final case of commercial forecast transaction coverage denominated in a currency other than the
euro; the risk hedged is always ascribed to the variability of the cash flow linked to exchange rates, but the
hedge is assured through an active deposit denominated in the same currency as the items hedged. Write-
backs/write-downs of the deposit in foreign currency generated by oscillations in the exchange rate are
structurally the same and opposite to the impacts produced on the underlying items.
TIM S.p.A. Separate
Financial Statements
Note 17
Derivatives
331
Hedges: determination of the hedge ratio
The types of hedging implemented by the Group require the adoption of a hedge ratio equal to 1:1, as the
types of risk hedged (interest rate and exchange rate risks) are such as to generate economic effects in the
underlying instruments that can only be offset by the same notional quantities of derivative instruments.
Hedges: potential sources of ineffectiveness
The contractualization of derivatives to hedge financial risks takes place at arm's length and aims to
completely neutralize the effects produced by such instruments.
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 first table indicates total financial derivatives of TIM S.p.A. at December 31, 2022 and 2021; in compliance
with standard IFRS 7, notional amounts are shown with reference to all the derivative instruments involved in
the hedges.
The following tables break down 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
Interest rate risk
Interest rate risk and
currency exchange rate
risk
Interest rate swaps
Cross Currency and
Interest Rate Swaps
(CCIRS)
Total Fair Value Hedge Derivatives
Interest rate swaps
Cross Currency and
Interest Rate Swaps
(CCIRS)
Total Cash Flow Hedge Derivatives
Total Non-Hedge Accounting Derivatives
Total TIM derivatives
Interest rate risk
Interest rate risk and
currency exchange rate
risk
Notional
amount at
12/31/2022
Notional
amount at
12/31/2021
(million euros)
300
(million euros)
300
Spot Mark-to-
Market (*)
(Clean Price) at
12/31/2022
(million euros)
—
Spot Mark-to-
Market (*) (Clean
Price) at
12/31/2021
(million euros)
3
—
300
2,182
2,673
4,855
1,599
6,754
—
300
2,206
2,673
4,879
1,834
7,013
—
—
(144)
124
(20)
(41)
(61)
—
3
(732)
(291)
(1,023)
3
(1,017)
(*) Spot Mark-to-market above represents the market measurement of the derivative net of the accrued portion of the flow in progress.
The positions in non-hedge accounting derivatives also include IRS Euros for a total notional amount of 1,400
million euros; specifically, these are fair value hedges of bond loans in euros, issued by TIM discontinued in
2021.
In this same item, the following are also noted: the value - equal to a fair value of 15 million euros (liabilities) -
of the rights envisaged in the Transaction Agreement in the favor of Teemo Bidco Sarl, as minority
shareholder, under the scope of the FiberCop transaction.
TIM S.p.A. Separate
Financial Statements
Note 17
Derivatives
332
Fair value hedges
(million euros)
Accounting item
Notional
value
Carrying
amount
Change in
fair value
for the
year
Interest rate swaps
Assets
Liabilities
Hedging derivatives relating to
hedged items classified as current
financial assets/liabilities -
Current/non-current assets
a)
300
Cross Currency and Interest Rate
Swaps (CCIRS)
Hedging derivatives relating to
hedged items classified as current
financial assets/liabilities -
Current/non-current assets
b)
—
Assets
Liabilities
Derivative instruments (spot value)
Accruals
Derivative instruments (gross value)
a)+b)
300
—
—
—
—
—
—
—
1
1
Underlying instruments (1)
Bonds - Current/non-current
liabilities
300
(300)
of which fair value adjustment
Fair value adjustment and
measurements at amortized cost
Ineffectiveness
Fair value adjustment for hedging
settled in advance (2)
c)
a)+b)+c)
—
(83)
(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.
(3)
—
(3)
3
1
TIM S.p.A. Separate
Financial Statements
Note 17
Derivatives
333
Cash flow hedges
(million euros)
Accounting item
Notional
value
Carrying
amount
Change in
fair value
Change in
cumulative
fair value
Interest rate swaps
Assets
Liabilities
Cross Currency and Interest
Rate Swaps (CCIRS)
Assets
Liabilities
Derivative instruments (spot
value)
Accruals
Derivative instruments (gross
value)
of which equity reserve gains
and losses
Determination of
ineffectiveness
Change in derivatives
Underlying instruments (4)
Ineffectiveness (5)
Equity reserve
Equity reserve balance
of which due to the fair value
of hedging settled in advance
Reclassification to P&L
Hedging derivatives relating to
hedged items classified as
current financial assets/liabilities -
Current/non-current assets
a)
2,182
(144)
587
10
(154)
Hedging derivatives relating to
hedged items classified as
current financial assets/liabilities -
Current/non-current assets
b)
2,673
124
a)+b)
4,855
335
(211)
(20)
36
16
(14)
601
415
44
371
1,002
917
Positive fair value adjustment of
financial derivatives - non-
hedging
c)
d)
c)+d)
(110)
105
(6)
(293)
23
(11)
Negative reversal of the reserve
for the fair value adjustment of
hedging derivatives (cash flow
hedges)
(4) Hypothetical derivatives used in measuring the effectiveness of cash flow hedges.
(5) 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 instrument; 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:
Denomination
currency
Notional amount
in denomination
currency
(millions)
Start of
period
End of
period
Rate applied Interest period Hedging
of
notional
amount
in euro
(millions)
552
Annually
Hedging of
rate in
euro
5.535%
375
Jan-23 May-23
20,000
Jan-23 Oct-29
5.875%
6 month JPY Libor +
0.94625% Semiannually
1,000
1,500
794
3 month USD Libor +
0.756%
Quarterly
Jan-23 Nov-33
Jan-23 May-24
5.303% Semiannually
Jan-23 Sept-34 6 month Euribor + 0.8787% Semiannually
791
Jan-23 July-36
6 month Euribor +
1.45969% Semiannually
174
5.940%
849
1,099
794
5.994%
4.226%
4.332%
791
5.884%
GBP
YEN
USD
USD
EUR
EUR
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 (meaning the derivative and the item hedged) and the risk of the
hedged item taken individually. In essence, the portfolio risk must be significantly lower than the risk of the
hedged item.
TIM S.p.A. Separate
Financial Statements
Note 17
Derivatives
334
NOTE 18
SUPPLEMENTARY DISCLOSURES ON FINANCIAL
INSTRUMENTS
Measurement at fair value
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 "Non-
current and current financial liabilities"). For other types of financing, however, the following assumptions have
been made in determining fair value:
■
■
for variable-rate loans, the nominal repayment amount has been assumed;
for fixed-rate loans: fair value has been assumed to be the present value of future cash flows using market
interest rates at December 31, 2022.
Lastly, for the majority of financial assets, their carrying amount is 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:
■ Level 1: quoted prices in active markets;
■ Level 2: prices calculated using observable market inputs;
■ Level 3: prices calculated using inputs that are not based on observable market data.
The following tables contain, for assets and liabilities at December 31, 2022 and December 31, 2021 and in
accordance with the categories established by IFRS 9, the supplementary disclosures on financial instruments
required by IFRS 7 and the schedules of gains and losses.
Key for IFRS 9 categories
Financial assets measured at:
Amortized cost
Fair value through other comprehensive income
Fair value through profit or loss
Financial liabilities measured at:
Amortized cost
Fair value through profit or loss
Hedging Derivatives
Not applicable
Acronym
AC
FVTOCI
FVTPL
AC
FVTPL
HD
n.a.
TIM S.p.A. Separate
Financial Statements
Note 18
Supplementary disclosures on financial instruments
335
Carrying amount and fair value hierarchy for each category/class of financial asset/liability and comparison
with their fair value at 12/31/2022
(million euros)
IFRS 9
categories
notes
Carrying
amount at
12/31/2022
Amortized cost
Amounts recognized in financial
statements
Fair value
through other
comprehensive
income
Fair value
through
profit or
loss
Levels of hierarchy or of
fair value
Level 1 Level 2 Level 3
Fair Value
at
12/31/2022
Values
recognized in
the
Financial
statements as
per
IFRS 16
ASSETS
Financial assets measured
at amortized cost
Non-current assets
Receivables from
employees
Other financial
receivables
Miscellaneous
receivables from others
(non-current)
Current assets
Receivables from
employees
Other short-term
financial receivables
Cash and cash
equivalents
Trade receivables
Miscellaneous
receivables from others
(current)
Contract assets
Financial assets measured
at fair value through other
comprehensive income
Non-current assets
Other investments
Securities other than
investments
Current assets
Trade receivables
Securities other than
investments
Financial assets measured
at fair value through profit
or loss
Non-current assets
Non-hedging derivatives
Current assets
Securities other than
investments
Non-hedging derivatives
Hedging Derivatives
Non-current assets
Hedging Derivatives
Current assets
Hedging Derivatives
Financial receivables for
lease contracts
Non-current assets
Current assets
Total
AC
6,908
6,908
—
—
6,908
8)
8)
9)
8)
8)
8)
12)
12)
12)
7)
8)
12)
8)
8)
8)
8)
8)
8)
8)
8)
36
2,237
11
19
358
1,375
2,776
82
14
33
33
—
—
884
825
59
427
396
31
53
8
45
8,305
FVTOCI
FVTPL
HD
n.a.
36
2,237
11
19
358
1,375
2,776
82
14
—
33
33
—
—
20
13
—
—
—
884
825
825
—
—
426
396
30
—
59
1
—
1
—
59
396
31
6,908
459
885
— 1,331
13
33
884
427
53
8
45
53
53
8,305
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
TIM S.p.A. Separate
Financial Statements
Note 18
Supplementary disclosures on financial instruments
336
are not available: Banca UBAE; Istituto Europeo di Oncologia; Istituto Enciclopedia Italiana G. Treccani and
other more minor.
These equity investments were measured on the basis of an analysis, deemed reliable, of their significant
assets and liabilities.
In 2022, there were no effects on the income statement deriving from the measurement of financial
instruments at fair-value 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
notes
Carrying
amount at
12/31/2022
Amounts recognized in financial statements
Fair value
through
profit or loss
Amortized
cost
Fair value
through other
comprehensive
income
Levels of hierarchy or
of fair value
Level 1 Level 2 Level 3
Fair Value
at
12/31/2022
Values
recognized in
the
financial
statements
as per
IFRS 16
LIABILITIES
Financial liabilities
measured at amortized
cost
Non-current liabilities
Non-current financial
payables
Current liabilities
Current financial
payables
Trade and
miscellaneous
payables and other
current liabilities
Contract liabilities
Financial liabilities
measured at fair value
through profit or loss
Non-current liabilities
Non-hedging
derivatives
Current liabilities
Non-hedging
derivatives
Hedging Derivatives
Non-current liabilities
Hedging Derivatives
Current liabilities
Hedging Derivatives
Liabilities for lease
contracts
Non-current liabilities
Current liabilities
Total
AC/HD
27,804
27,804
26,270
14)
17,686
17,686
14)
5,436
5,436
22)
22)
4,553
129
4,553
129
FVTPL
HD
n.a.
936
859
77
411
234
177
3,059
2,600
459
32,210
14)
14)
14)
14)
14)
14)
936
859
77
—
411
234
177
844
15
77
234
177
27,804
411
936 — 1,332
15
936
411
3,059
2,600
459
3,059
3,059
30,676
Note that financial liabilities include a financial instrument for an amount of 15 million euros, belonging to
hierarchy level 3 of fair value, for which directly or indirectly observable prices on the market are not available.
This financial liability refers to the rights envisaged in the Transaction Agreement in the favor of Teemo Bidco
Sarl, as minority shareholder, under the scope of the FiberCop transaction.
The measurement of the economic value of the financial liability has been taken using a valuation model
defined internally by TIM. Through an econometric approach, the correlation has been first estimated between
the targets set at a national level and a series of macro economic and social-demographic variables. Then
taking into account the uncertainty as to how these variables will evolve and the market share of FiberCop,
through Monte Carlo simulation, a series of possible developments of the phenomenon was calculated and the
expected value of the financial liability, determined.
TIM S.p.A. Separate
Financial Statements
Note 18
Supplementary disclosures on financial instruments
337
Carrying amount and fair value hierarchy for each category/class of financial asset/liability and comparison
with their fair value at 12/31/2021
(million euros)
notes
IFRS 9
categories
Carrying
amount at
12/31/2021
Amounts recognized in financial statements Levels of hierarchy or of
fair value
Level 1 Level 2 Level 3
Amortized
cost
Fair value
through other
comprehensive
income
Fair value
through
profit or loss
Fair Value at
12/31/2021
Values
recognized
in the
financial
statements
as per
IFRS 16
ASSETS
Financial assets measured
at amortized cost
Non-current assets
Receivables from
employees
Other financial
receivables
Miscellaneous
receivables from
others (non-current)
Current assets
Receivables from
employees
Other short-term
financial receivables
Cash and cash
equivalents
Trade receivables
Miscellaneous
receivables from
others (current)
Contract assets
Financial assets measured
at fair value through other
comprehensive income
Non-current assets
Other investments
Securities other than
investments
Current assets
Trade receivables
Securities other than
investments
Financial assets measured
at fair value through profit
or loss
Non-current assets
Non-hedging
derivatives
Current assets
Securities other than
investments
Non-hedging
derivatives
Hedging Derivatives
Non-current assets
Hedging Derivatives
Current assets
Hedging Derivatives
Financial receivables for
lease contracts
Non-current assets
Current assets
Total
AC
9,027
9,027
—
—
9,027
8)
8)
9)
8)
8)
8)
12)
12)
12)
7)
8)
12)
8)
36
2,731
36
2,731
21
11
12
21
11
12
3,558
2,564
3,558
2,564
77
17
—
77
17
35
35
—
—
FVTOCI
35
35
—
—
—
35
22 —
13
—
FVTPL
1,373
—
—
1,373
1,373
8)
1,305
1,305
1,305
HD
n.a.
8)
8)
8)
8)
8)
8)
68
391
366
25
50
11
39
10,876
—
—
387
363
24
—
68
4
3
1
—
68
366
25
9,027
422
1,377
22 1,764
13
391
50
11
39
50
50
10,876
TIM S.p.A. Separate
Financial Statements
Note 18
Supplementary disclosures on financial instruments
338
Amounts recognized in financial statements
Levels of hierarchy or
of fair value
(millions of euros)
notes
IFRS 9
categories
Carrying
amount at
12/31/2021
Amortized cost
Fair value
through other
comprehensive
income
Fair value
through
profit or
loss
Level 1 Level 2 Level 3 Carrying
amount
under
IFRS 16
Fair Value
at
12/31/2021
LIABILITIES
Financial liabilities measured
at amortized cost
Non-current liabilities
Non-current financial
payables
Current liabilities
Current financial
payables
Trade and miscellaneous
payables and other
current liabilities
Contract liabilities
Financial liabilities measured
at fair value through profit or
loss
Non-current liabilities
Non-hedging derivatives
Current liabilities
Non-hedging derivatives
Hedging Derivatives
Non-current liabilities
Hedging Derivatives
Current liabilities
Hedging Derivatives
Liabilities for lease contracts
Non-current liabilities
Current liabilities
Total
AC/HD
30,298
30,298
30,960
14)
19,237
19,237
14)
4,939
4,939
22)
22)
6,015
107
6,015
107
FVTPL
HD
n.a.
1,355
1,303
52
1,391
1,337
54
3,177
2,743
434
36,221
14)
14)
14)
14)
14)
14)
1,355
1,303
52
—
1,391
1,337
54
15
1,288
52
1,337
54
1,355
1,391
30,298
1,391
1,355 — 2,731
3,177
2,743
434
15 3,177
3,975
37,681
Gains and losses by IFRS 9 categories - Year 2022
(million euros)
IFRS 9 categories
Assets measured at amortized cost
Assets and liabilities measured at fair value through profit or
loss
Assets and liabilities measured at fair value through other
comprehensive income
Financial Liabilities at Amortized Cost
Total
AC
FVTPL
FVTOCI
AC
Gains and losses by IFRS 9 categories - Year 2021
(million euros)
IFRS 9 categories
Assets measured at amortized cost
Assets and liabilities measured at fair value through profit or
loss
Assets and liabilities measured at fair value through other
comprehensive income
Financial Liabilities at Amortized Cost
Total
AC
FVTPL
FVTOCI
AC
Net gains/(losses)
2022
(51)
(93)
2
(803)
(945)
Net gains/(losses)
2021
(129)
(10)
1
(769)
(907)
of which
interest
90
—
—
(711)
(621)
of which
interest
103
—
—
(683)
(580)
TIM S.p.A. Separate
Financial Statements
Note 18
Supplementary disclosures on financial instruments
339
NOTE 19
EMPLOYEE BENEFITS
This item increased by 90 million euros compared to December 31, 2021. The breakdown and movements are
as follows:
(million euros)
12/31/2020
12/31/2021
Decrease
Provision for employee severance indemnities
Provision for termination benefit incentives and
corporate restructuring
Total
of which:
non-current portion
current portion (*)
676
39
715
676
39
Increase/
Discounting
18
—
18
(53)
(39)
(92)
641
—
641
641
—
(*) The current portion refers to the Provision for termination benefit incentives and corporate restructuring.
(million euros)
Provision for employee severance indemnities
Provision for termination benefit incentives and
corporate restructuring
Total
of which:
non-current portion
current portion (*)
12/31/2021
Increase/
Discounting
Decrease
12/31/2022
641
—
641
641
—
(57)
206
149
(59)
(59)
525
206
731
631
100
(*) The current portion refers to the Provision for termination benefit incentives and corporate restructuring.
The Provision for employee severance indemnities is down 116 million euros on December 31, 2021. The
decreases of 59 million euros relating to indemnities paid during the year to employees who terminated
employment or for advances.
"Increases/ Present value" recorded lesser expenses of 57 million euros and break down as follows:
(million euros)
2022
2021
(Positive)/negative effect of curtailment
Finance expenses
Net actuarial (gains) losses recognized during the year
Total expenses (income)
Effective return on plan assets
—
—
4
11
14
(68)
18
(57)
there are no assets servicing the
plan
The net actuarial gains recognized at December 31, 2022 amounted to 68 million euros (net actuarial gains of
14 million euros in 2021), and are essentially connected with both staff turnover and changes to the technical-
economic parameters: the inflation rate forecast went from 1.75% at December 31, 2021 to 2.30% at December
31, 2022; while the discount rate increased, going from the 0.98% used at December 31, 2021 to 3.63% at
December 31, 2022.
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 provision and 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, 2022.
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 cost-
of-living index and legally-prescribed interest, are retained in the provision for employee severance
indemnities.
TIM S.p.A. Separate
Financial Statements
Note 19
Employee benefits
340
In application of IAS 19, the employee severance indemnities have been calculated using the "Projected Unit
Credit Method" according to which:
■
■
■
the future possible benefits which could be paid to each employee registered in the program in the event
of retirement, death, disability, resignation etc. have been projected on the basis of a series of financial
assumptions (cost-of-living increases, interest rate, increase in compensation etc.);
the average present value of future benefits has been calculated, at the measurement date, on the basis
of the annual interest rate adopted and of the probability that each benefit actually has to be paid;
the liability has been calculated as the average present value of future benefits that will be generated by
the existing provision at the measurement date, without considering any future accruals.
The following assumptions have been made:
FINANCIAL ASSUMPTIONS
Inflation rate
Discount rate
Employee severance indemnities annual increase rate
Annual real wage growth:
equal to or less than 40 years of age
over 40 but equal to or less than 55 years of age
over 55 years of age
DEMOGRAPHIC ASSUMPTIONS
Probability of death
Probability of disability
Probability of resignation:
up to 40 years of age
From 41 to 50 years of age
From 51 to 59 years of age
From 60 to 64 years of age
Aged 65 and over
Probability of retirement
Probability of receiving at the beginning of the year an advance
from the provision for severance indemnities accrued equal to 70%
Executives
2.30% per annum
3.63% per annum
3.225% per annum
Non-executives
2.30% per annum
3.63% per annum
3.225% per annum
1.0% per annum
0.5% per annum
0.0% per annum
1.0% per annum
0.5% per annum
0.0% per annum
Executives
Non-executives
RG mortality tables
48 published
by Ragioneria
Generale dello Stato
RG mortality tables
48 published
by Ragioneria
Generale dello Stato
INPS tables divided by age
and sex
INPS tables divided by age
and sex
2.00%
2.00%
1.00%
None
None
1.00%
0.50%
0.50%
0.50%
None
100% on achievement of the AGO requirements aligned
with D.L. 4/2019
1.5%
per annum
1.5%
per annum
The application of the above assumptions resulted in a liability for employee severance indemnities of 525
million euros at December 31, 2022 (641 million euros at December 31, 2021).
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
assumptions that were reasonably possible at that date, stated in amounts. The weighted average duration of
the obligation is 7.9 years.
CHANGES IN ASSUMPTIONS
Amounts
(million euros)
Turnover rate:
+ 0.25 p.p.
0.25 p.p.
Annual inflation rate:
+ 0.25 p.p.
0.25 p.p.
Annual discount rate:
+ 0.25 p.p.
0.25 p.p.
(1)
1
(14)
14
18
(19)
The provisions for termination benefit incentives and corporate restructuring increased in 2022 by 206
million euros and are mainly linked to outgoing managerial and non-managerial staff, envisaged according to
the application of art. 4 of Law no. 92 of June 28, 2012 and former art. 41, subsection 5bis of Italian Legislative
Decree no. 148/2015, as per the agreements signed, during the year, with the trade unions, by TIM S.p.A.
TIM S.p.A. Separate
Financial Statements
Note 19
Employee benefits
341
NOTE 20
PROVISIONS
The item decreased by 315 million euros compared to December 31, 2021. The breakdown and movements are
as follows:
(million euros)
12/31/2021
Increase Taken to income
Used directly Reclassifications/
other changes
12/31/2022
Provision for
taxation and
tax risks
Provision for
restoration
costs
Provision for
legal disputes
Provision for
commercial
risks
Provision for
risks and
charges on
investments
and corporate-
related
transactions
Other provisions
Total
of which:
non-current
portion
current portion
2
149
350
674
25
2
1,202
633
569
(1)
—
(13)
(1)
(15)
4
25
108
2
10
149
(7)
(39)
(410)
(2)
(458)
4
(12)
17
—
—
9
1
150
324
376
26
10
887
517
370
The non-current portion of provisions for risks and charges mainly relates to the provision for commercial risks,
the provision for restoration costs and some of the provision for legal disputes. More specifically, in accordance
with 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 remains substantially unchanged compared to December 31, 2021.
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). This provision increased
by 1 million euros compared to December 31, 2021.
The provision for legal disputes decreased by 26 million euros compared to December 31, 2021, mainly as a
result of uses made during the year; it includes provisions for disputes with employees (46 million euros) and
third-parties (278 million euros).
The commercial risks provision decreased by 298 million euros on December 31, 2021, mainly due to the trend
of the contractual risk provision for onerous contracts (IAS 37), recorded in the 2021 financial statements,
relating to contracts with certain counterparties for offer of multimedia content and representative of the net
present value of the negative margin connected with these partnerships. During 2022, it also recorded a use of
346 million euros and a provision made of 41 million euros for onerous contracts relating to a multi-year
agreement stipulated in 2021 which committed the Company to minimum purchases and the total estimated
cost of which for the residual duration of the agreement became apparent in 2022.
The provision for risks and charges on investments and corporate-related transactions increased by 1 million
euros compared to December 31, 2021.
Other provisions for risks and charges increased by 8 million euros compared to December 31, 2021.
TIM S.p.A. Separate
Financial Statements
Note 20
Provisions
342
NOTE 21
MISCELLANEOUS PAYABLES AND OTHER NON-
CURRENT LIABILITIES
Miscellaneous payables and other non-current liabilities consisted of the following at December 31, 2022:
(million euros)
Miscellaneous payables (non-current)
Payables to social security agencies
Payables due to subsidiaries
Other payables to third parties
12/31/2022
12/31/2021
381
12
1
394
437
5
232
674
(a)
Other non-current liabilities
Deferred revenues from customer contracts (Contract liabilities)
Other deferred revenue and income
Capital grants
Total
Miscellaneous payables (non-current)
84
149
247
480
874
85
170
267
522
1,196
(b)
(a+b)
This item decreased by 280 million euros compared to December 31, 2021 and mainly includes:
■ Payables to social security agencies amounted to 381 million euros (437 million euros at December 31,
2021): related to the debt position in respect of the INPS for the application of Art. 4 of Law no. 92 of June
28, 2012 and former Art. 41, subsection 5bis of Italian Legislative Decree no. 148/2015, as per the
agreements signed during the year by TIM S.p.A. with the trade unions (see the Note “Employee benefits
expenses” for more details). Details are as follows:
(million euros)
Non-current payables
Due from 2 to 5 years after the end of the reporting period
Due beyond 5 years after the end of the reporting period
Current payables
Total
12/31/2022
12/31/2021
366
15
381
234
615
428
9
437
248
685
■ Payables to subsidiaries amounted to 12 million euros (5 million euros at December 31, 2021): this item
relates to the payables due for the adoption of the consolidated tax return in Italy;
■ Other payables to third parties, equal to 1 million euros (232 million euros at December 31, 2021): the
reduction of 231 million euros with respect to December 31, 2021 is consequent to the reversal of the third
installment of substitute tax pursuant to Decree Law no. 104/2020, Art. 110, subsections 8 and 8 bis, as a
result of the revocation of the realignment of goodwill.
Other non-current liabilities
The item, amounting to 480 million euros, fell by 42 million euros compared to December 31, 2021 and
consisted of:
■ Deferred revenues from contracts with customers (contract liabilities) of 84 million euros (85 million
euros at December 31, 2021): the item is reversed to the income statement according to the duration of
the contractual obligations between the parties, averaging 24 months; therefore, the balance as at
December 31, 2022 will be reversed to the income statement generally by 2024. The item mainly includes:
• deferred revenues for activation and installation fees charged on new customer contracts for 3 million
euros: in this regard, it is noted that under IFRS 15 activation/installment revenue are allocated to other
contract obligations and recognized throughout the period of performance of the contract, as they do
not relate to separate performance obligations;
• deferred revenues for subscription charges of access to the network of 21 million euros;
• deferred revenues for subscription charges and rent and maintenance payments of 41 million euros;
• deferred revenues for outsourcing charges for 17 million euros.
■ Other deferred revenues and income, amounting to 149 million euros (170 million euros at December 31,
2021): these refer to contract liabilities deriving from contracts for the sale of transmission capacity
(operating asset leases);
■ Capital grants of 247 million euros (267 million euros at December 31, 2021): the item represents the
component still to be released to the income statement based on the remaining useful life (estimated at
around 18 years) of the assets that the grants refer to and is mainly connected to the realization of the
infrastructures on the Ultrabroadband-UBB and Broadband-BB projects.
TIM S.p.A. Separate
Financial Statements
Note 21
Miscellaneous payables and other non-current liabilities
343
NOTE 22
TRADE AND MISCELLANEOUS PAYABLES AND
OTHER CURRENT LIABILITIES
following:
Trade and miscellaneous payables and other current liabilities at December 31, 2022 consisted of the
(million euros)
12/31/2022
of which
Financial
Instruments
12/31/2021
of which
Financial
Instruments
Trade payables
Payables due to suppliers
Payables to other telecommunications operators
Payables due to subsidiaries
Payables to associates and joint ventures
Payables to other subsidiaries
Miscellaneous payables
Payables due to subsidiaries
Payables to associates and joint ventures
Payables to other related parties
Tax payables
Payables to social security agencies
Payables for employee compensation
Other
Employee benefits (except for employee severance
indemnities) for the current portion expected to be
settled within 1 year
Provisions for employee benefits (except for employee
severance indemnities) for the current portion
expected to be settled within 12 months
Other current liabilities
Liabilities from customer contracts (Contract liabilities)
Other deferred revenue and income
Other
Total
(a)
(b)
(c)
(a+b+c)
3,431
256
705
22
36
4,450
72
—
21
101
298
169
146
100
370
1,277
797
24
30
851
6,578
3,431
256
705
22
36
4,450
—
103
103
129
129
4,682
3,012
346
585
177
39
4,159
92
—
21
74
332
121
1,953
—
569
3,162
735
29
26
790
8,111
3,012
346
585
177
39
4,159
—
1,856
1,856
107
107
6,122
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial
instruments".
Trade payables
This item increased by 291 million euros compared to December 31, 2021, mainly as a result of the change in
bills payable.
In particular, we report:
■
■
■
trade payables to subsidiaries that amounted to 705 million euros: these relate to amounts due to
FiberCop (350 million euros), Noovle S.p.A. Società Benefit (79 million euros), Telenergia (121 million euros),
Telecom Italia Sparkle (37 million euros) for telecommunications services, TIM Retail (30 million euros),
Olivetti S.p.A. Società Benefit (18 million euros), Telecontact (14 million euros), Telecom Italia Trust
Technologies (13 million euros), TIM Servizi Digitali (12 million euros) and Telsy (30 million euros) for supply
contracts;
trade payables to associates that amounted to 22 million euros: relate to debt positions mainly due from
the Italtel Group (11 million euros) and TIMFin (8 million euros);
trade payables to related parties that amounted to 36 million euros: relate mainly to amounts due to the
Havas group.
TIM S.p.A. Separate
Financial Statements
Note 22
Trade and miscellaneous payables and other current liabilities
344
Miscellaneous payables
These amounted to 1,277 million euros and decreased by 1,885 million euros compared to December 31, 2021;
they mainly comprise:
■
tax payables, amounting to 101 million euros: these mainly refer to VAT payable (25 million euros),
withholding tax payable to the tax authorities as withholding agent (68 million euros) and government
concession tax payable (4 million euros);
■ payables to social security agencies amounted to 298 million euros: these include the short-term portion of
the payable due to the INPS for the application of Art. 4 of Law no. 92 of June 28, 2012 and former Art. 41,
subsection 5bis of Italian Legislative Decree no. 148/2015, as per the agreements signed during the year by
TIM S.p.A. with the trade unions, as specified in the note “Miscellaneous payables and other non-current
liabilities”;
■ payables to subsidiaries of 72 million euros: these mainly relate to payables to FiberCop (25 million euros),
Noovle S.p.A. Società Benefit (20 million euros), Telenergia (4 million euros), Telecom Italia Sparkle (12
million euros) and Olivetti S.p.A. Società Benefit (4 million euros). These include 10 million euros for
consolidated tax returns (mainly due to Telecom Italia Sparkle, Telecontact, Telenergia, TIM Retail and
Olivetti);
■ employee benefits and provisions.
Other current liabilities
These amount to 851 million euros and mainly include:
■ The liability arising from contracts with customers (contract liabilities), amounting to 797 million euros
(735 million euros at December 31, 2021): The item shows the liabilities from customers linked to the
Company’s obligations to transfer goods and services for which received a price. Liabilities with customers,
generally with a maturity of up to 12 months, are shown below; therefore, the figure at December 31, 2022
will be substantially reversed by December 31, 2023. In particular:
• Contract Liabilities amounting to 6 million euros (9 million euros at December 31, 2021); the item
includes bundle contracts (good and services packages) with performance obligations with different
timing for the recognition of revenues and consequent deferral of the fees originally recognized. The
decrease recognized - of -3 million euros - was mainly linked to the presence of commercial offers that
no longer require a fixed duration and the reversal to the income statement of the balance previously
accumulated;
• Customer-related items of 397 million euros (372 million euros at December 31, 2021): the item
includes trade payables following contractual relationships, such as the payable for prepaid traffic and
the subscription charges charged in advance;
• Advance receipts and payments amounting to 53 million euros (62 million euros at December 31,
2021): the item includes trade payables following prepayments, such as deposits made by subscribers
for phone calls;
• Deferred revenues from contracts with customers of 341 million euros (291 million euros at
December 31, 2021): the item refers to the deferral of revenues from customers contracts and mainly
includes:
– deferred revenues on activation and installation of new contracts with customers (4 million euros);
– deferred revenues for interconnection charges (111 million euros);
– deferred revenues for rent and maintenance (193 million euros).
■ Other deferred revenues and income, amounting to 24 million euros (29 million euros at December 31,
2021): these refer for 23 million euros to contract liabilities deriving from contracts for the sale of
transmission capacity.
■ Other income amounted to 30 million euros (26 million euros at December 31, 2021): this relates to
payables for advances on work in progress on networks.
TIM S.p.A. Separate
Financial Statements
Note 22
Trade and miscellaneous payables and other current liabilities
345
NOTE 23
DISPUTES AND PENDING LEGAL ACTIONS,
OTHER INFORMATION, COMMITMENTS AND
GUARANTEES
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, 2022, as well as those that came to an end during the year.
The Company has posted liabilities totaling 279 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,
subsection 1 of Italian Law 287/1990 (“Antitrust regulations”), the Authority has the right to impose an
administrative sanction calculated on the turnover of the Company in cases of breaches considered serious.
a) Significant disputes and pending legal actions
Golden Power Case
In August 2017 the Prime Minister's office brought proceedings against TIM (as well as Vivendi) in order to
verify the fact that TIM has an obligation to notify, pursuant to the “Golden Power” law, Vivendi’s acquisition of
corporate control of TIM and the strategic assets it holds. In September 2017, the proceedings in question
concluded by affirming that this obligation did exist for TIM with effect from May 4, 2017 (the date of the
Shareholders’ Meeting that renewed TIM’s corporate boards).
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 the financial penalty laid down by the Golden Power law for
non-compliance 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, filed separate extraordinary appeals to the President of the
Republic to request the abrogation of the order of September 2017 and before the Lazio Regional
Administrative Court (TAR) against the aforementioned order of May 8, 2018, which imposed a financial
penalty, requesting its precautionary suspension. As regards the appeal to the Lazio Regional Administrative
Court (TAR) against the provision of May 8, 2018, which imposed the financial penalty, the TAR, in upholding in
July 2018 the interim petition lodged by the Company, has suspended payment of the penalty. Subsequently,
with a non-definitive ruling in May 2019, the Lazio Regional Administrative Court (TAR): (i) accepted TIM's
request for provisional measures to suspend the fine conditional on the offer of the guarantee; (ii) granted the
suspension of the procedure to wait for the final judgment in the (injurious) case pending before the President
of the Republic regarding the notification obligation, pursuant to the Golden Power provisions; (iii) rejected the
procedural objections raised by the defendant administrations.
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 Art. 2 of Decree Law 21 of
March 15, 2012 (the “Golden Power” law). This surety was renewed in November 2022.
Furthermore, TIM appealed before the Lazio TAR and then appealed before the Council of State against the
provision with which Consob, on September 13, 2017, affirmed Vivendi's control over TIM. In December 2020,
the Council of State issued a final judgment upholding TIM’s appeal and canceling the provision by Consob, a
significant premise to the entire subsequent proceedings of the Presidency of the Council in relation to the
obligation to Golden Power notification as described above. On June 14, 2021, Consob submitted an
extraordinary appeal to the Court of Cassation on grounds of jurisdiction; TIM filed an appearance, objecting
that the appeal is unlawful and inadmissible. Following the hearing in chambers held on October 11, 2022, on
January 24, 2023, the order was published whereby the Court of Cassation declared that Consob’s petition was
unacceptable, consequently ordering it to pay the dispute expenses.
Antitrust Case A428
At the conclusion of case A428, in May 2013, AGCM (the Italian Competition Authority)imposed two
administrative fines of 88,182,000 euros and 15,612,000 euros on TIM for abuse of its dominant position. The
Company allegedly (i) hindered or delayed activation of access services requested by OLOs through unjustified
and spurious refusals; (ii) offered its access services to final customers at economic and technical conditions
that allegedly could not be matched by competitors purchasing wholesale access services from TIM itself, only
in those geographic areas of the Country where disaggregated access services to the local network are
available, and hence where other operators can compete more effectively with the Company.
TIM appealed against the decision before the Regional Administrative Court (TAR) for Lazio, applying for
payment of the fine to be suspended. In particular, it alleged: infringement of its rights to defend itself in the
proceedings, the circumstance that the organizational choices challenged by AGCM(the Italian Competition
TIM S.p.A. Separate
Financial Statements
Note 23
Disputes and pending legal actions, other information, commitments
and guarantees
346
Authority) and allegedly at the base of the abuse of the OLO provisioning processes had been the subject of
specific rulings made by the industry regulator (AGCom), the circumstance that the comparative examination
of the internal/external provisioning processes had in fact shown better results for the OLOs than for the TIM
retail department (hence the lack of any form of inequality of treatment and/or opportunistic behavior by TIM),
and (regarding the second abuse) the fact that the conduct was structurally unsuitable to reduce the margins
of the OLOs.
In May 2014, the judgment of the Lazio TAR was published, rejecting TIM's appeal and confirming the fines
imposed in the original order challenged. In September 2014 the Company appealed against this decision.
In May 2015, with the judgment no. 2497/15, the Council of State found the decision of the court of first
instance did not present the deficiencies alleged by TIM and confirmed the AGCM (the Italian Competition
Authority) ruling. The company had already proceeded to pay the fines and the accrued interest.
In a decision notified in July 2015, AGCM (the Italian Competition Authority) started proceedings for non-
compliance against TIM, to ascertain if the Company had respected the notice to comply requiring it to refrain
from undertaking behaviors analogous to those that were the object of the breach ascertained with the
concluding decision in case A428 dated May 2013.
On January 13, 2017, TIM was served notice of AGCM’s final assessment, which recognized 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 (the Italian Competition Authority) recognizes, furthermore, that TIM's behavior subsequently to the
2013 proceedings has been directed towards continuous improvement of its performance in the supply of
wholesale access services concerning not only the services which were the subject of the investigation, but
also the new Ultrabroadband access services. In assessing compliance, AGCM (the Italian Competition
Authority) recognized the positive impact of the implementation, albeit not yet completed, of TIM's New
Equivalence Model (NME). The AGCM (the Italian Competition Authority) decision orders TIM to: (i) proceed
with the implementation of the NME until its completion which is expected to be by April 30, 2017; (ii) to inform
the Authority about the performance levels of the systems for providing wholesale access services and about
the completion of the corresponding internal reorganization plan by the end of May 2017. The Company quickly
complied with both orders, and the Authority communicated its satisfaction on August 9, 2017.
Vodafone lodged an appeal with the Lazio Regional Administrative Court against the final decision in the
proceedings for non-compliance taken by AGCM (the Italian Competition Authority). TIM filed an appearance,
as in the other lawsuits filed in March 2017 by the operators CloudItalia, KPNQWest Italia and Digitel. With
judgments 311 and 312/23 respectively of January 11, 2023, the regional administrative court rejected the
appeals lodged by KPNQWest and CloudItalia.
Colt Technology Services - A428
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 damage claimed was quantified as 27 million euros in loss of profits for the alleged
non-acquisition of new customers, or for the alleged impossibility of supplying new services to the customers it
had already acquired; the other party also formulated a request for compensation for the damages to its
image and commercial reputation. This case follows the extrajudicial claim for approximately 23 million euros,
previously advanced by Colt in June 2015, which the Company rejected in its entirety. TIM filed an appearance,
contesting all of the plaintiff’s allegations. The case is currently reserved for decision.
COMM 3000 S.p.A. (formerly KPNQWest Italia S.p.A.) - A428
With writ of summons before the Rome Court, COMM 3000 S.p.A.(formerly KPNQWest Italia S.p.A.) 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 AGCM (the Italian Competition Authority) that settled
the A428 case. TIM filed an appearance, contesting all of the plaintiff’s allegations. In the judgment with ruling
in April 2019, the Court of Rome partially received the petitions of COMM 3000 S.p.A. (formerly KPNQWest
Italia S.p.A.), sentencing TIM to pay an amount significantly lower than the amount in the counterparty's
damages claim. In June 2019, TIM appealed against the judgment. In the judgment given in April 2021, the
Court of Appeal of Rome partly upheld TIM’s appeal, reducing the amount of the compensation due to COMM
3000, which was in any case entirely covered by the relevant provision. In November 2021, TIM has appealed to
the Court of Cassation over the judgment of the Court of Appeal of Rome in. The company is awaiting
scheduling of the hearing for discussion.
Teleunit
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 art. 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 lodged a counter-appeal seeking confirmation in full of the order being
TIM S.p.A. Separate
Financial Statements
Note 23
Disputes and pending legal actions, other information, commitments
and guarantees
347
appealed (and thus of the judgment at first instance). The hearing was held in chambers on September 22,
2022. By order published on October 19, 2022, the Court of Cassation declared the petition lodged by Teleunit
Ltd inadmissible, ordering it to pay the costs of the dispute to TIM.
Eutelia and Clouditalia Telecomunicazioni - A428
With a writ of summons dated May 2020, Eutelia in Extraordinary Administration and Clouditalia
Telecomunicazioni S.p.A., purchaser of Eutelia's TLC branch, brought an action against TIM before the Court of
Rome, making claims for damages, of around 40 million euros, for damages allegedly suffered, in the period
2009-2012, following the technical boycott and margin squeeze conduct, subject of the AGCM A428 procedure.
TIM filed an appearance, contesting the claims made by the opposing party and formulating a counterclaim,
subject to quantification of the damages incurred during the proceedings. On April 1, 2022, AGCM (the Italian
Competition Authority) deposited the opinion envisaged by Art. 14, third subsection of Italian Legislative
Decree 3/2017, whereby it: (i) proposed certain benchmarks for use to define the counterfactual scenario on
which basis to quantify the damages allegedly suffered by Eutelia and Clouditalia; (ii) provided some additional
indication and criteria to estimate the various damage items demanded by Eutelia and Clouditalia. At the
hearing held on June 15, 2022, the Investigating Judge assigned time to the parties until July 8, 2022, by which
to deposit written notes on the implications of the opinion of the AGCM (the Italian Competition Authority) and
the contents of any queries to be raised with the court appointed expert. On October 24, the judge lifted the
reservation and ordered an expert report on the an of TIM’s conduct and the quantum of any damages
suffered by Eutelia and Irideos as a result of such. On November 15, 2022, the court-appointed expert witness
was sworn in. The public hearing for the examination of the court-appointed expert witness has been
scheduled for October 18, 2023.
Antitrust Case A514
In June 2017 AGCM (the Italian Competition Authority) started proceedings A514 against TIM, to ascertain a
possible abuse of its dominant market position in breach of article 102 of the “Treaty on the Functioning of the
European Union”. The proceedings were started based on some complaints filed in May and June 2017, by
Infratel, Enel, Open Fiber, Vodafone and Wind Tre, and concerns a presumed abuse of TIM's dominant position
in the market for wholesale access services and for retail services using the Broadband and Ultrabroadband
fixed network. In particular, the AGCM (the Italian Competition Authority) hypothesized that TIM had adopted
conduct aimed at: i) slowing and hindering the course of the Infratel tender processes so as to delay, or render
less remunerative the entry of another operator in the wholesale market; ii) pre-emptively securing customers
on the retail market for Ultrabroadband services by means of commercial policies designed to restrict the
space of customer contendibility remaining for the competitor operators.
After the start of the proceedings, the Authority's officials carried out an inspection at some of TIM’s offices in
the month of July 2017. On November 2, 2017, TIM filed a defense brief in which, in support of the correctness
of its actions, it challenged all the arguments that the conduct it had allegedly engaged in, and which was the
subject of the case, was unlawful.
On February 14, 2018, AGCM (the Italian Competition Authority) resolved to extend the scope of the case to
investigate further behavior concerning TIM's wholesale pricing strategy on the market for wholesale access to
Broadband and Ultrabroadband, and the use of the confidential information of customers of the alternative
operators.
On July 5, 2018 TIM filed proposed undertakings which, if accepted by the Authority, would close the
investigation without any offense being established or sanction being administered. The undertakings were
considered as admissible by the Authority, that market tested them in August and September.
On October 30, 2018, TIM replied to observations made by third parties and modified its proposed
undertakings. With its decision notified on December 4, 2018, AGCM (the Italian Competition Authority) once
and for all rejected the proposed series of undertakings as it considered them unsuitable in light of the
objections raised.
On March 4, 2019, TIM requested AGCM (the Italian Competition Authority) for an extension of the deadline for
closing the proceedings (initially set for May 31, 2019).
On April 10, 2019, AGCM (the Italian Competition Authority) resolved to extend the deadline for conclusion of
the proceedings until September 30, 2019. On May 17, 2019, AGCM (the Italian Competition Authority) notified
TIM of the results of the investigation (CRI). In the CRI, AGCM (the Italian Competition Authority) essentially
confirmed the case for the prosecution outlined in the start-up and extension of the proceedings orders.
On June 12, 2019 AGCM (the Italian Competition Authority) extended the deadline for deposit of TIM's final
defense to September 20, 2019 and set the final hearing for September 25, 2019.
On September 18, 2019, AGCM (the Italian Competition Authority) resolved to extend the deadline for
conclusion of the proceedings until February 28, 2020.
On March 6, 2020, TIM was notified of the decision to close the investigation: AGCM (the Italian Competition
Authority) ruled that TIM had abused its dominant position, finding that TIM had put in place an anti-
competitive strategy designed to hinder the competitive development of investment in Ultrabroadband
network infrastructure. The fine imposed on TIM for the anti-competitive offense is 116,099,937.60 euros.
On June 25, 2020 TIM sent AGCM (the Italian Competition Authority) the so-called compliance report as
ordered in the final provision.
In May 2021, the Company in any case paid the fine.
TIM appealed the aforementioned fine before the Lazio Regional Administrative Court (TAR). By judgment
1963/2022 of February 28, 2022, TIM’s appeal was rejected; TIM has appealed to the Council of State against
the decision of the regional administrative court.
In August 2022, Irideos notified a deed of intervention ad opponendum with respect to TIM’s principal appeal.
The related hearing for oral discussion is scheduled for May 25, 2023.
TIM S.p.A. Separate
Financial Statements
Note 23
Disputes and pending legal actions, other information, commitments
and guarantees
348
Open Fiber
In March 2020, Open Fiber (OF) sued TIM before the Court of Milan, claiming damages of 1.5 billion euros for
alleged abuse of an exclusive and dominant position in relation to OF. The alleged actions consist of: (i) pre-
emptive investments in FTTC networks in white areas; (ii) initiating specious legal action to obstruct Infratel
tenders; (iii) spurious repricing of certain wholesale services; (iv) commercial lock-in offers on the retail market;
(v) false disclosure to AGCom in connection with the approval of a wholesale offer and spreading rumors about
TIM being interested in acquiring OF; (vi) discriminatory access conditions to TIM passive infrastructure. TIM
filed an appearance, contesting the arguments of OF. Enel S.p.A. intervened in the proceedings, asking that
TIM be ordered to compensate all damages suffered and being suffered by Enel and OF, without, however,
quantifying such. During the course of proceedings, Open Fiber redetermined the damage allegedly suffered,
taking it to 2.6 billion euros plus interest and monetary revaluation. Open Fiber has also clarified that it believes
such damages are still to be suffered. Enel then quantified the damages allegedly suffered as approximately
228 million euros, plus interest. On October 19, 2022, the hearing was held for admission of the evidence, after
which the judge reserved the right to deliberate.
Irideos
In January 2022, Irideos summonsed TIM to the Court of Rome, making a claim for damages allegedly suffered
as a consequence of the unlawful conduct of TIM, as sanctioned by AGCM (the Italian Competition Authority),
with the provision that concluded proc. A514 (“follow-on claim”). The compensation claim comes to
23,204,079.87 euros for damages caused by the anti-competitive behavior of TIM from 2017 to 2019 (with
effects also in subsequent years) on the market for services of wholesale access to the Broadband and
Ultrabroadband fixed network (the “wholesale market”) and on the market for retail telecommunications
services on the Broadband and Ultrabroadband fixed network (the “retail market”). TIM filed an appearance,
contesting the opposing party’s arguments. At the hearing held on June 1, 2022, the investigating judge (i)
assigned the parties time for depositing the briefs with terms running from February 15, 2023 and (ii) deferred
the case to the hearing of June 7, 2023.
Antitrust Case I799
At its meeting on February 1, 2017, AGCM (the Italian Competition Authority) 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 to AGCM (the Italian Competition
Authority) 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 (the Italian Competition Authority) resolved to approve the undertakings, making
them binding on the Parties, and closed the case without imposing any fine.
On January 30, 2019, TIM sent the planned annual report on the provided coverage to AGCM (the Italian
Competition Authority), supplemented by a subsequent communication dated March 29, 2019. TIM
transmitted further details to AGCM (the Italian Competition Authority) in July and AGCM acknowledged it on
October 15, 2019. On January 31, 2020 TIM sent AGCM (the Italian Competition Authority) the third report on
the implementation of the undertakings given. Finally, on January 29, 2021 TIM sent AGCM (the Italian
Competition Authority) the fourth and final report on the implementation of the undertakings given.
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 I799 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. In a ruling of March 2020, the
Regional Administrative Court rejected in full the appeal by Open Fiber.
The hearing for discussion of the merits of Wind Tre’s appeal was held on October 12, 2022 and the Regional
Administrative Court published the judge’s extinguishing order on October 23. The judgment has therefore
been settled.
Eutelia and Voiceplus
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 Eutelia 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. The
appeal of Eutelia and Voiceplus was fully rejected with the judgment of August 5, 2019. In December 2019
Eutelia and Voiceplus appealed to the Court of Cassation over the judgment of the Court of Appeal. TIM
notified a counterclaim asking confirmation of the ruling appealed against. The hearing in chambers is
scheduled for February 16, 2023.
TIM S.p.A. Separate
Financial Statements
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28 day billing
AGCom resolution 121/17/CONS introduced instructions on billing intervals for telephony, prescribing, for fixed
telephony, that the interval should be monthly, or multiples thereof, and, for mobile telephony, that it should
be at least four-weekly. TIM appealed Resolution 121/17/CONS to the Regional Administrative Court. The
judgment rejecting the appeal was published in February 2018. TIM appealed this judgment to the Council of
State in June 2018. On September 23, 2020, the non-definitive ruling was published whereby the Council of
State joined the appeals submitted by TIM, Vodafone, Fastweb and Wind Tre and ordered the prejudicial
deferral to the European Union Court of Justice (EUCJ) on whether or not the Authority had the power to
regulate the frequency of renewal of the commercial offers and invoicing periods, at the same time rejecting
the other grounds of appeal submitted by the operators and suspending proceedings. In February 2021, TIM
deposited the written observations on the requests for prejudicial judgment with the EUCJ. On the request of
the EUCJ, the Council of State, by order published on November 23, 2021, confirmed the referral to the Court of
Justice on the prejudicial matters raised; on December 15, 2022, the conclusions were submitted of the general
attorney and we are now awaiting the decision of the EUCJ; the case before the Council of State is therefore
currently on hold.
With its Resolution 499/17/CONS, having confirmed the breach of Resolution 121/17/CONS, AGCom fined TIM
1,160,000 euros, ordering it to make provision – when the billing cycle was restored to monthly intervals or
multiples thereof – to return the amounts corresponding to the fee for the number of days that, from June 23,
2017, had not been used by the users in terms of the supply of service due to the misalignment of the four-
weekly and monthly billing cycles.
In March 2018 with resolution no. 112/18/CONS AGCom (i) revoked the preceding resolution 499/17/CONS in the
part in which TIM was ordered to repay the amounts presumably lost from June 23, 2017 onwards, with the
four-weekly billing cycle, (ii) cautioned TIM, with regard to fixed-line voice services only, against postponing the
starting date of invoices issued after the return to monthly invoicing by the same number of days as those
presumably deducted starting from June 23, 2017 with the four-weekly invoicing cycle.
Under Presidential Decree 9/18/PRES, AGCom amended the provisions of Decision 112/18/CONS requiring the
deferment of billing once the billing cycle was restored to monthly intervals, or multiples thereof, while also
ordering that the timescales for complying with the order would be identified after hearings with the operators
and the main consumer protection associations.
In July 2018, AGCom issued resolution 269/18/CONS, with which it set December 31, 2018 as the date by which
the operators had to return to their fixed network customers a number of days of service equal to those
eroded as an effect of 28-day billing, or propose to the affected customers any alternative compensatory
measures, after having notified them to AGCom. TIM has appealed all of the above resolutions.
With the judgment published in November 2018, the Regional Administrative Court (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, the grounds for the
judgment were instead published on May 10, 2019. The Council of State has deferred discussion of the case to
November 10, 2023, awaiting the decision of the EU Court on the Community compatibility of the power
exercised by AGCom to impose a billing period of no less than a month.
In September 2019, TIM also challenged resolution 221/19/CONS, before the Regional Administrative Court
(TAR), with which the sanction pursuant to Resolution 499/17/CONS, canceled by the Regional Administrative
Court of Lazio, was recalculated to the amount of 580,000.00 euros, with the maximum fine provided for by
Art. 98, subsection 16 of the CCE in force at the time of the events applied. We are waiting for a date to be
fixed for the discussion hearing.
In August 2019, AGCom initiated new proceedings (CONT 12/19/DTC) for failure to comply with the order to
refund the days eroded by billing every 28 days for fixed network and convergent customers, according to the
procedures established with resolutions nos. 112/18/CONS and 269/18/CONS. On conclusion of these
proceedings, by means of Resolution 75/20/CONS, the Authority found that TIM did not comply with the above
resolutions, imposing a fine of 3 million euros. The measure was challenged by TIM before the TAR in July
2020. We are waiting for a date to be fixed for the discussion hearing.
Moreover, since June 2019, TIM has offered its fixed network customers, active prior to March 31, 2018 and
subject to billing every 28 days, the possibility of accepting a compensatory solution, an alternative to
refunding the eroded days pursuant to AGCom resolution no. 269/18/CONS and from September 2019 it has
been accepting requests for reimbursement of eroded days. In both cases, TIM informed customers with
several messages in the bill, on the web in the main newspapers. The initiatives just described were
communicated to AGCom as part of the aforementioned penalty proceedings.
In the civil proceedings, by judgment published on October 14, 2021 the Court of Milan, under the scope of the
case on the merits brought by Associazione Movimento dei Consumatori in 2018 regarding the pricing and 28-
day renewal for fixed line and converging offers, confirmed the order given on June 4, 2018 by the same Court
upon closure of the complaint brought by TIM pursuant to Art. 669 terdecies of the Italian Code of Civil
Procedure and the measures set out therein, ordering TIM to fulfill the requests for repayment of prices paid as
a result of customer maneuvers - including discontinued, as indeed TIM had already been doing since 2018, at
the same time also extending the period relevant to the recognition of the reimbursement through to April 1,
2017 and therefore earlier than June 23, 2017, the date on which the operators will need to comply with
Resolution no. 121/17/CONS. TIM has appealed the judgment of the Court of Milan, at the same time filing a
request for suspension of its enforcement. With order of January 11, 2022, the Court of Appeal of Milan
partially accepted TIM’s request, suspending the charge in the judgment relating to the order to send a
registered letter to all discontinued customers that were subject to billing every 28 days to inform them of the
possibility to obtain a refund of the additional amounts paid as a result of the maneuver. By judgment
published on December 9, 2022, the Milan Court of Appeal confirmed the first instance judgment in full. On
January 12, 2023, TIM notified the appeal to the Court of Cassation and on January 16, 2023 it also filed the
appeal pursuant to Art. 373 of the Italian Code of Civil Procedure with the Milan Court of Appeal, asking that
enforcement of the ruling be suspended until the judgment pending before the Court of Cassation had been
settled. By order of February 14, 2023, the Milan Court of Appeal, in partially upholding TIM’s appeal, ordered
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suspension of the judgment in connection with the order to send the recorded delivery letters to former
customers, whilst awaiting the decision of the Supreme Court.
Antitrust Case I820
On February 19, 2018, AGCM (the Italian Competition Authority) initiated a I820 preliminary proceeding against
the companies TIM, Vodafone, Fastweb, 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 Art. 101 of the TFUE.
The presumed coordination, according to the opening provision of the proceedings by AGCM (the Italian
Competition Authority), would take the form of implementation of the obligation introduced by Article 19-
quinquiesdecies of Legislative Decree 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 (the Italian Competition Authority) 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. With its decision no. 27112 of April 11, 2018, AGCM (the
Italian Competition Authority) confirmed the precautionary measure.
On June 12, 2018, TIM filed an appeal with the TAR for the quashing of said measure.
On January 31, 2020, TIM was notified of the decision to close the investigation, in which AGCM (the Italian
Competition Authority) confirmed the existence of the agreement between Telecom, Vodafone, Fastweb,
Wind Tre, but excluding Asstel from participation in the agreement. The fine imposed on TIM for participation
in the anti-competitive agreement was 114,398,325 euros. In April 2020, TIM also challenged the sanction
order.
In a ruling published on July 12, 2021, the Lazio Regional Administrative Court upheld the petition and the
grounds added and submitted by TIM, canceling the measures taken by AGCM (the Italian Competition
Authority), including that relating to the existence of the agreement and application of the sanction.
On September 11, 2021, AGCM (the Italian Competition Authority) presented a petition to the Council of State,
requesting the cancellation of the judgment given by the regional administrative court; following the hearing
for discussion held on January 26, 2023, we are currently awaiting decision.
Antitrust Case I850
By decision given on December 15, 2020, AGCM (the Italian Competition Authority) started an investigation in
regard to the company Telecom Italia S.p.A., Fastweb S.p.A., Teemo Bidco S.r.l., FiberCop S.p.A., Tiscali Italia
S.p.A. and KKR & Co. Inc., to ascertain the existence of any breaches of article 101 of the TFEU in relation to the
coinvestment offer.
More specifically, the investigation regards the contracts governing the establishment and operation of
FiberCop and the supply agreements with Fastweb and Tiscali. AGCM (the Italian Competition Authority)
intends to verify that such agreements do not hinder competition between operators in the medium and long-
term and assure the rapid modernization of the country’s fixed telecommunications infrastructures.
On August 6, 2021, TIM submitted a proposal of undertakings to AGCM (the Italian Competition Authority) in
order to resolve the competition concerns subject of the investigation and close the proceedings without any
sanction being applied.
On September 7, 2021, AGCM (the Italian Competition Authority) judged these commitments to not be clearly
unfounded and ruled publication on the Authority’s website from September 13, 2021; thus market testing
began and was completed by October 13, 2021, the date by which all subjects so wishing submitted their
observations to AGCM in respect of the relevant commitments.
On December 14, 2021 AGCM (the Italian Competition Authority) extended the deadline for the conclusion of
the proceedings, initially set for December 31, 2021, to February 15, 2022.
Precisely during the meeting held on February 15, 2022, AGCM (the Italian Competition Authority) finally
resolved to approve the commitments insofar as they were considered suitable to eliminate the alleged anti-
competition aspects investigated.
As envisaged by the final ruling, on April 22, 2022, TIM sent AGCM a first report on the measures taken to fulfill
the commitments made.
On May 11, 2022, AGCM notified TIM of its acknowledgment of the measures presented in such report.
On January 31, 2023 TIM sent AGCM (the Italian Competition Authority) a second report on the implementation
of the undertakings given.
By petition notified in April 2022. Open Fiber has challenged the above AGCM provision no. 3002, whereby the
proceedings were closed, before the regional administrative court of Lazio; the petitioner believes that the
commitments, made mandatory by the closure, are not sufficient to remove the anticompetitive aspects
identified at the start of proceedings.
Upon completion of the interim hearing of last June 1, the regional administrative court rejected the request
and scheduled the merits hearing for January 25, 2023. At the January 26 hearing, after extensive discussion,
the judge reserved the right to deliberate.
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Antitrust Case I857
On July 6, 2021, AGCM (the Italian Competition Authority) started an investigation in regard to TIM and DAZN
for a possible understanding reached with a view to restricting competition in connection with the agreement
for the distribution and technological support for TV rights for Serie A football in the 2021-2024 period.
The investigation also aims to verify the restrictive nature of the understanding with reference to additional
elements regarding the possible adoption by TIM of technical solutions not available for competitor
telecommunications operators and which may effectively hinder the adoption of their own technological
solutions.
At the same time, the Authority has also initiated proceedings for the potential adoption of protective
measures.
By resolution passed on July 27, 2021, AGCM (the Italian Competition Authority) closed the interim proceedings,
considering that the initiatives and amendments to the agreement proposed by TIM and DAZN in the
meantime are presently able to prevent any serious and irreparable damage to competitors while
investigations are completed.
Indeed, said measures aim, as a whole, to avoid possible discrimination in the use of the DAZN service, due to
its activation by users using Internet connection services other than those offered by TIM. In addition, the
agreement between TIM and DAZN has been amended to guarantee DAZN complete freedom in applying
discounts and promotions. TIM has also undertaken to provide DAZN with a sufficient number of white label
set-top-boxes to also guarantee DAZN customers the viewing of matches over digital terrestrial TV, in the
event of connection problems.
Finally, TIM has undertaken to supply wholesale services to OAOs interested therein to manage traffic peaks
deriving from live data transmissions, regardless of the type of content transmitted.
On October 29, 2021 TIM submitted a proposal for undertakings to AGCM (the Italian Competition Authority)
with a view to resolving the competitive concerns that were the subject of the investigation and closing the
proceedings without the finding of any infringement and therefore without any sanction being applied.
On December 14, 2021, AGCM (the Italian Competition Authority) approved the publication of the
aforementioned proposal for undertakings on the Authority's website, as these undertakings, taken as a whole,
do not appear to be manifestly unfounded and are capable of removing the restrictions to competition
hypothesized in the measure initiating the investigation in question.
On January 5, 2022, with the publication on the AGCM website, market testing began.
The deadline for rebuttal arguments and proposing any accessory amendments to the commitments
presented by TIM and DAZN is scheduled for March 7.
On February 23, 2022, TIM and DAZN were convened separately to the AGCM offices. During the hearing, the
Offices informed TIM - and thereafter confirmed this in the hearing meetings - that in a hearing held on
February 15, the Board deemed it necessary to make certain “accessory” changes in order to approve the
commitments submitted.
On March 4, 2022, TIM and DAZN requested an extension of the deadline for the submission of observations,
also in view of the new aspects that had emerged on February 23. The new deadline was set as March 23.
On March 22, 2022, TIM informed the Authority that the additional changes considered necessary by the Board
to approve the commitments would have entailed a complete overhaul of the contents and economic balance
of the agreements signed by TIM and DAZN, such as to make it no longer possible to pursue the hypothesized
business model. At the same time, TIM informed the Authority of the start of negotiations with DAZN possibly
concerning the revision of the distribution exclusivity clause, which was the main object of the Authority’s
investigation. Considering the complexity of negotiations, TIM requested an extension of another 30 days for
submission of observations. The extension was authorized and the new deadline set as April 23.
On April 20, 2022, in consideration of the extension of negotiations, also due to the complexity and economic
relevance of that being negotiated, DAZN and TIM requested an additional extension. The new deadline was
set as May 9.
On May 9, 2022, TIM informed the Authority that it had declared willing to DAZN to waive the exclusivity of the
distribution of Serie A football rights, as currently regulated by the Deal Memo, with DAZN consequently
having the faculty to distribute such rights also through third party operators and that, in exchange for the
willingness to waive this right, the Parties had begun negotiations for a review of the contracted economic
commitment envisaged by TIM.
On June 7, 2022, the Authority ruled on the rejection of the commitments submitted, which “would appear,
both where considered comprehensively and individually, to be unable to eliminate the anticompetitive
aspects identified in the resolution that started the proceedings, insofar as they do not resolve the competition
concerns highlighted in the initial proceedings, where not translated into shared contractual amendments
such as to eliminate the critical competition issues” highlighted by the Authority.
Again on June 7, 2022, the Authority ruled on the deferral of the deadline for the conclusion of proceedings to
March 31, 2023.
On August 2, 2022, TIM informed the Antitrust Authority that it had reached a new agreement with DAZN,
under which the latter has the faculty to distribute football rights through any third party, surpassing the
previous system of exclusivity in TIM’s favor.
On January 20, 2023, notification was given of the investigation results (CRI).
AGCM (the Italian Competition Authority) believes that the agreement reached on January 27, 2021 (the “Deal
Memo”) had contents and resulted in effects that reduced competition for its entire duration (and therefore
until stipulation of the new agreement on August 3, 2022).
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On January 31, 2023, AGCM (the Italian Competition Authority) resolved to extend the deadline for conclusion
of the proceedings until May 31, 2023.
TIM will be able to submit its defense brief by March 28, while the final hearing before the authority has been
scheduled for April 4, 2023.
Antitrust Case A556
On November 30, 2022, AGCM (the Italian Competition Authority) started proceedings against TIM in order to
verify the existence of an abuse of a dominant position in breach of Art. 3 of Law no. 287/90.
The proceedings stem from a report made by Fastweb concerning TIM’s refusal to grant Fastweb its radio
mobile signal coverage maps that had been requested in order to take part in the “Open tender for mobile
telephone services for public authorities - Edition 9 - Sigef ID 2452” (Consip TM9 tender).
The authority simultaneously also launched precautionary sub-proceedings in accordance with Article 14-bis of
Law No. 287/1990, aiming to verifying the existence of precautionary measures aiming to protect competition.
On December 20, 2022, the authority resolved that there were no grounds on which to take precautionary
measures, in accordance with Art. 14-bis of Law no. 287/90 and thus closed the precautionary sub-
proceedings, rejecting Fastweb’s appeal.
Completion of the main proceedings has instead been scheduled for the coming December 1, 2023.
Antitrust Case PS 10888 “TIM Passepartout”
On June 15, 2021, AGCM (the Italian Competition Authority) initiated proceedings against TIM for unfair
commercial practice concerning the lack of transparency of the information provided by the TIM Passepartout
payment management platform and alleged activations of services not requested. Although firmly convinced
of the lawful nature of its conduct, on July 29, 2021, TIM chose to submit undertakings with corrective
measures. The undertakings submitted consist of improving information aspects noted as falling short of
expectations of the TIM Passepartout platform (only operative for customer base offers) and in implementing a
communication campaign aimed at making contact with customers not acknowledging charges for services
not requested, to see if conditions are met for refund. The Authority has accepted the commitments made by
TIM hence the proceedings have now concluded without any assessment of the alleged unfair conduct and
application of the sanction.
Antitrust Case PS 12231 “TIM fixed offers” (Premium, Executive,
Magnifica)
On December 22, 2021, AGCM (the Italian Competition Authority) started proceedings against TIM for unfair
commercial practices reported by Iliad S.p.A. concerning the alleged failure to provide information on the
consumption of the voice component of the Premium and Executive fixed offers and technical limits correlated
with the method being tried out of the Magnifica fixed offer. Although convinced that its conduct was correct,
on February 23, 2022, TIM submitted undertakings, implemented since March 2022, that overcame the
technical limits disputed for the Magnifica offer on trial, improved transparency of information on the
consumption components of the Premium and Executive offers and defined a communication campaign
focused on customers not acknowledging charges for consumption in the voice component, so as to assess
whether or not conditions are met for refund. The Authority has rejected the commitments but considered
that the measures implemented by TIM were able to cease the conduct disputed. On November 2, 2022, the
authority resolved to conclude the proceedings, fining TIM 1 million euros.
Antitrust Case PS 12304 “Anomalous billing”
On April 28, 2022, AGCM (the Italian Competition Authority) initiated proceedings against TIM for unfair
commercial practice, challenging alleged undue billing following a request to terminate the line, including
cases of switch to another operator, with reference to fixed and mobile telephony. Although convinced of the
diligence of its conduct, TIM has decided to implement a series of measures to make the procedures for
terminating contract, and, therefore, the related billing, even more efficient and transparent. The completion
of the proceedings was postponed until March 24, 2023. Similar proceedings have been brought by the
authority against the main communication operators.
Antitrust Case PS 12384 “Additional giga”
On August 5, 2022, AGCM (the Italian Competition Authority) initiated proceedings against TIM for unfair
commercial practice reported by various consumers, challenging the alleged incorrect application of art. 65 of
Italian Legislative Decree no. 206 of September 6, 2005 for an alleged additional service (giga) present in the
mobile maneuver offer with effect from September 1, 2022. At the same time as the tariff remodulation
maneuver, TIM also gave the consumer the option of choosing to keep the pre-existing offer, also in
compliance with the guidance given by the Council of State (Judgment no. 8024/2019). On March 3, 2023, the
authority resolved to conclude the proceedings, fining TIM 2.1 million euros.
Universal Service
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 Court of Appeal to the Court of
Cassation (which subsequently ruled that the appeal was inadmissible).
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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 aforesaid 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 for observance, 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 challenged the
four judgments before the Council of State, which, with a decision of October 2019, upheld Vodafone's appeal
and confirmed the restitutory obligation of the sums in question applicable to TIM.
With resolution no. 263/20/CIR, AGCom started proceedings to renew the investigation into the iniquity of the
net cost of the universal service for 1999-2009 and the allocation of contribution expenses. Vodafone has
challenged this resolution before the Regional Administrative Court. The renewal proceedings concluded with
resolution 18/21/CIR, which substantively confirmed the draft order. This same resolution has only been
challenged before the regional administrative court by TIM for the years 1999 and 2000, while Vodafone, Wind
and Fastweb have challenged the resolution for all years concerned with opposite grounds. By judgments
published in February 2022, resolution 18/21/CIR was partially canceled; indeed, the regional administrative
court has rejected the main complaint reporting the lack of power of renovation and upheld only the grounds
hinged on the alleged unreasonable nature of the threshold envisaged by AGCOM for the analysis of iniquity
second facie. Fastweb, Vodafone, Wind, AGCom and TIM have appealed to the Council of State against the
judgment of the regional administrative court and the related hearings of the merits have been scheduled for
April 4 and 27, 2023.
Dispute relating to "Adjustments on license fees" for the years 1994-
1998
With regard to the judgments sought in previous years concerning the Ministry of Communications' request for
payment of the balance of the amounts paid in concession charges for the years 1994-1998 (for a total of 113
million euros), the Lazio Regional Administrative Court (TAR) rejected the Company’s appeal against the
request for adjustment of the license fee for 1994 in the amount of approximately 11 million euros, 9 million
euros of which against turnover not received due to bad debts. TIM lodged an appeal. On the outcome of
proceedings, with the ruling of December 2019, the Council of State partially accepted TIM's position,
establishing the principle, according to which, the receivables referring to 1994 not collected for reasons not
attributable to the operator, could have been deducted from the tax base for calculating the concession fee.
As the Ministry of Economic Development has not followed up on TIM’s requests aimed at obtaining fulfillment
of the judgment, TIM has submitted a further petition to the Council of State for failure to execute the
judgment, but with judgment given in April 2022, the request for compliance brought by TIM was rejected. TIM
has appealed for revocation of this judgment to the Council of State; the hearing has been scheduled for
March 23, 2023.
With two further judgments the Lazio Regional Administrative Court (TAR), reiterating the reasons expressed
previously, also rejected the appeals in which the Company challenged the requests for payment of
outstanding balances of license fees for the years 1995 and 1996-1997-1998, in the amount of approximately
46 million euros. TIM has appealed before the Council of State also against these judgments. By judgment
published in April 2022, the Council of State stressed the principles already set for 1994, namely that
receivables that have become uncollectable for reasons not the fault of the operator, correctly handled in the
accounts, on the financial statements and in terms of tax, can be deducted from the tax base for calculating
the concession fee.
With reference to the 1998 fee adjustment (equal to about 41 million euros), the Lazio TAR, by TAR order of
December 2018, suspended the judgment, raising preliminary questions with the EU Court of Justice on the
correct scope of EC Directive no. 97/13 (in the matter of general authorizations and individual licenses in the
field of telecommunications services on the basis of the currently pending litigation on the 1998 license fee,
currently pending before the Rome Court of Appeal and illustrated in a subsequent paragraph).
The referred questions were based, inter alia, on the question posed to the Court of Justice on the possible
conflict between the aforementioned EC Directive 97/13 and national law, which extended the obligation for
telecommunications license-holders to pay the license fee for 1998 (commensurate with a portion of turnover),
despite the liberalization process underway. In its judgment of March 2020, the EU Court of Justice held that
the EU regulatory system must be interpreted as not allowing national legislation to extend to 1998 the
obligation imposed on a telecommunications undertaking that was previously the concession holder (such as
TIM) to pay a fee calculated on the basis of turnover and not only the administrative costs connected with the
granting, management, control and implementation of the general authorizations and individual licenses
scheme. The Court held, inter alia, that the Council of State – having held in its judgment 7506/2009 that the
fee imposed for 1998 on TIM, the holder of an authorization existing on the date of entry into force of Directive
97/13, was due – interpreted national law in a way that was incompatible with EU law, as interpreted by the
Court in its judgment of February 21, 2008. Following the judgment of the EU Court of Justice, the opinion on
the final calculation of the 1998 charges was summarized before the Lazio Regional Administrative Court,
which, in a judgment given last February, declared TIM’s appeal as unacceptable for procedural reasons,
namely due to the prevalence of the formal ruling consisting of judgment no. 7506/09; in substantive terms, on
the other hand, the judgment of the EU Court of Justice once again ascertained the European Community
unlawful nature of the credit claim by the PA to obtain payment of the 1998 charges and, consequently, the
final balance. The company has challenged the judgment of the Lazio Regional Administrative Court.
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Poste
There are some pending disputes brought, at the end of the '90s, by Ing. C. Olivetti & C. S.p.A. (now TIM)
against Poste, the Italian postal service, concerning non-payment of services delivered under a series of
contracts to supply IT goods and services. The judgments issued in the lower courts established an outcome
that was partially favorable to the ex-Olivetti, and have been appealed against by Poste in individual
rehearings.
In this respect, while a 2009 judgment of the Rome Appeal Court confirmed one of the outstanding payables to
TIM, another judgment by the same Court declared void one of the disputed contracts. After this judgment,
Poste had issued a writ for the return of approximately 58 million euros, opposed by TIM given that the
judgment of the Supreme Court for amendment of the above judgment is still pending.
After the 2012 judgment of the Supreme Court that quashed and remanded the decision of the Appeal Court
on which the order was based, the Rome Court declared that the matter of issue in the enforcement
proceedings was discontinued, since the claim made by Poste had been rejected. The judgment was
resubmitted to another section of the Rome Appeal Court. In ruling no. 563 of January 25, 2019, 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. This ruling was challenged by Poste with appeal filed with the Court of
Cassation, notified on July 31, 2019, which TIM challenged with relevant counter appeal.
Elinet S.p.A. Bankruptcy
In 2014, the receiver of Elinet S.p.A., and subsequently the receivers 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 receivers 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 filed an appearance, challenging the claims made by the other party.
The judgment on the appeal was handed down with ruling in July 2019, which with reference to TIM confirmed
full legality of its conduct and total non-existence of any element of direction and coordination. The receivers
of Elinet S.p.A. and Elitel Telecom S.p.A. appealed to the Court of Cassation in January 2020 to obtain the
annulment of the judgment in the second instance. The receiver of Elitel S.r.l. has not filed an appeal with the
Court of Cassation and, consequently, the total claim for damages has been reduced to 244 million euros. TIM
notified a counterclaim asking confirmation of the ruling appealed against. The Court has scheduled the
hearing in chambers for February 3, 2023.
Brazil - Opportunity Arbitration
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
claimant’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.
In September 2016 the ICC Court notified the parties of its judgment, based on which the Court 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 (the “2016 Arbitration Award”).
In April 2017 the Opportunity group filed an appeal against the 2016 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 2016 Arbitration Award, filed by the Opportunity
group, asking for a new award. 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 2016 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.
As regards the proceedings to review the 2016 Arbitration Award, in October 2019 the ICC held the discussion
hearing in Paris. In August 2020, the Arbitration Court issued the award rejecting the Request for Revision
presented by the Opportunity Group (the “2020 Arbitration Award”). In December 2020, the Opportunity group
filed an appeal against the 2020 Arbitration Award before the Paris Court of Appeal. In May 2021 the
Opportunity group asked the Paris Court of Appeal to summarize the proceedings brought against the 2016
Arbitration Award. Thereafter, the Opportunity Group, TIM and Telecom Italia Finance filed their briefs in the
two proceedings pending before the Paris Court of Appeal, respectively against the 2016 Award and the 2020
Award. The Court of Appeal has scheduled the hearing for discussion of both proceedings for June 5, 2023.
Iliad
By summons served during the first quarter of 2020, Iliad Italia S.p.A. sued TIM before the Court of Milan for
alleged anti-competitive conduct, including through the Kena Mobile brand, which was allegedly aimed at
hindering its entry to and consolidation in the mobile phone market in Italy, seeking damages of at least 71.4
million euros.
TIM filed an appearance, fully disputing the requests of Iliad Italia S.p.A.; and, in turn, submitting a
counterclaim in accordance with Art. 2598 of the Italian Civil Code, with reference to the denigration
TIM S.p.A. Separate
Financial Statements
Note 23
Disputes and pending legal actions, other information, commitments
and guarantees
355
implemented by Iliad Italia S.p.A. in regard to TIM and formulating a symmetrical claim for compensation for
damages. In the first preliminary brief, Iliad updated its claim for damages, taking it to 242.8 million euros.
Following the hearing for the specification of the parties' pleadings, held with written discussion, the court
deferred the hearing for decision, assigning deadlines for submitting the closing arguments and statements of
defense.
Iliad
By writ of summons notified in September 2021, Iliad Italia S.p.A. summonsed TIM before the Court of Milan for
the alleged application to customers of unlawful contractual conditions in terms of time limits and economic
costs for withdrawal with reference to mobile and fixed telephone offers, with a consequent petition to order
TIM to compensate damages, currently quantified as 120.4 million euros. On February 1, 2022, the first hearing
was held and the terms assigned for the briefs pursuant to article 183, subsection VI of the Italian Code of Civil
Procedure. The hearing for discussion of the evidence has been postponed to April 5, 2023.
T-Power
By writ of summons notified in December 2021, T-Power s.r.l., former agent for the consumer sector,
summonsed TIM before the Court of Rome to have the right acknowledged to receive payment of a total
maximum amount of approximately 85 million euros by way of commission, compensation in lieu of notice
and termination of employment, as well as compensation for damages. The disputed ended in December 2022
with a settlement.
Fastweb (Ethernet ATM migration)
By writ of summons notified in December 2021, TIM summonsed Fastweb before the Court of Milan, asking
that it be ascertained and declared that Fastweb had not achieved the minimum objectives of migration from
ATM bitstream technology to Ethernet bitstream technology in any of the 30 Collection Areas into which the
national territory is divided by the deadline envisaged by industry regulation and the migration plan agreed by
the parties; and therefore that it ascertain and declare that Telecom is entitled to: (a) reverse the economic
benefits relating to this migration granted retroactively from 4/12/2016 to Fastweb and (b) obtain from
Fastweb the prices for the ATM bandwidth envisaged by the contract stipulated by the parties and the current
OR in force ratione temporis; (c) therefore declare and order Fastweb to pay Telecom the total amount of
79,240,329.47 euros (or other amount, potentially greater, as may be assessed during the course of
proceedings).
Fastweb filed an appearance and submitted a counterclaim for abuse of a dominant market position and
breach of contract. Fastweb’s application is essentially based on alleged delays in the development of Ethernet
coverage. The counterparty complains of damages of around 81.4 million euros. Having noted that the
counterclaim made by Fastweb would appear to go beyond the profile of breach of contract and that, in this
case, the specialized business chambers may be competent to judge the matter, the investigating judge has
returned the case to the Chambers President for due consideration. The Chambers President has submitted
the case to the President of the specialized business chambers. The first hearing is scheduled for December 14,
2022. The hearing for the admission of the preliminary motions has been postponed to June 13, 2023.
Wind Tre (INWIT)
By writ of summons notified in July 2022, Wind Tre summonsed TIM, INWIT and Vodafone to trial before the
Court of Milan, asking that it ascertain the obstructive conduct of INWIT, seeking to prevent Wind Tre from
upgrading the devices of its mobile network currently located at INWIT sites on the basis of the hosting
contracts currently in force inter partes. Such conduct would constitute breach of contract and unlawful
exploitation of the dominant position in accordance with Art. 3 of the Antitrust Law as well as unfair
competition by third party also perpetrated in the form of secondary boycotting by INWIT S.p.A., TIM S.p.A. and
Vodafone Italia S.p.A.. The opposing party asks the Court to ascertain and declare INWIT S.p.A., TIM S.p.A. and
Vodafone Italia S.p.A. jointly liable to compensate the damages suffered by Wind Tre as a result of such
unlawful acts, to be quantified as 50 million euros. The first hearing is scheduled for March 1, 2023. On January
9, 2023, Wind Tre withdrew the appeal against INWIT, Vodafone and TIM and the proceedings were
extinguished.
Iliad (INWIT)
By writ of summons notified in July 2022, Iliad Italia S.p.A. summonsed Telecom, Vodafone and Infrastrutture
Wireless Italiane S.p.A. (“INWIT”) before the Court of Milan to assess the alleged unlawful conduct of INWIT,
Telecom and Vodafone, consisting of refusal to allow Iliad to upgrade its mobile telephone transmission
systems installed on INWIT-owned infrastructures. As a result of this conduct, Iliad has asked that Telecom be
ordered, together with INWIT and Vodafone, to compensate the damages allegedly suffered, which it has
reserved the right to quantify during the course of proceedings. The first hearing is scheduled for February 28,
2023.
b) Other information
Mobile telephony - criminal proceedings
In March 2012 TIM was served notice of the conclusion of the preliminary inquiries, which showed that the
Company was being investigated by the Public Prosecutor of Milan pursuant to the Legislative Decree n.
231/2001, for the offenses of handling stolen goods and counterfeiting committed, according to the alleged
allegations, by fourteen employees of the so-called “ethnic channel”, with the participation of a number of
dealers, for the purpose of obtaining undeserved commissions from TIM.
The Company, as the injured party damaged by such conduct, had brought two legal actions in 2008 and 2009
and had proceeded to suspend the employees involved in the criminal proceedings (suspension later followed
by dismissal). It has also filed an initial statement of defense, together with a technical report by its own
expert, requesting that the proceedings against it be suspended, and that charges of aggravated fraud against
TIM S.p.A. Separate
Financial Statements
Note 23
Disputes and pending legal actions, other information, commitments
and guarantees
356
the Company be brought against the other defendants. In December 2012, the Public Prosecutor's Office filed a
request for 89 defendants and the Company itself to be committed for trial.
During the preliminary hearing, the Company was admitted as civil party to the trial and, in November 2013,
the conclusions in the interest of the civil party were filed, reaffirming TIM's total lack of involvement in the
offenses claimed.
At the end of the preliminary hearing, which took place in March 2014, the Judge for the Preliminary Hearing
committed for trial all the defendants (including TIM) who had not asked for their situation to be settled with
alternative procedures, on the grounds that “examination in a trial” was needed. In April 2016, at the end of
the first part of the trial, the Public Prosecutor asked for TIM to be sentenced to pay an administrative fine of
900 thousand euros, but decided not to ask for confiscation of any of the presumed profits of the offenses
(quantified in the committal proceedings as totaling several million euros), based on the assumption that TIM
had in any event remedied the presumed organizational inadequacies. While acknowledging the considerable
redimensioning of the accusations, the Company has reiterated its total non-involvement in the facts at issue.
In November 2016 the Court gave a verdict acquitting the Company on the grounds that there was no case to
answer. All the individuals charged were also acquitted on various grounds.
The Public Prosecutor appealed the acquittal and appealed to the Court of Cassation "per saltum”. In January
2019, the Italian Supreme Court of Cassation agreed to the appeal and therefore ordered that the documents
of the proceedings be sent to the Milan Court of Appeal.
The proceedings were assigned to Chambers IV of the Milan Court of Appeal and started in May 2022; they
concluded in October.
Upon completion of the phase, the Court of Appeal confirmed the judgment challenged, repeating the
acquittal of TIM and dismissing the requests for sentencing of the General Prosecutor's Office in regard to the
Company.
The Court also set a deadline of 15 days for filing the grounds.
Dispute concerning the license fees for 1998
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 main claim which the proceedings are founded on is based on community jurisprudence that recognizes
the right to assert the responsibility of the State in relation to violation of rights recognized in community law
and injured by a judgment that has become definitive, in respect of which no other remedy may be applied.
The judgment of the Council of State definitively denied TIM the right to obtain restitution of the concession
charge for 1998 (totaling 386 million euros for Telecom Italia and 143 million euros for the former TIM
Company, plus interest), already denied by the Lazio regional administrative court despite the favorable and
binding opinion of the European Court of Justice in February 2008. This judgment concerned the conflict
between EC Directive 97/13 on general authorizations and individual licenses in the telecommunications
services industry, and the national regulations that had deferred, for 1998, the obligation to pay the fee
payable by telecommunications concession holders, despite the intervening deregulation process. The
Company then proposed an alternative compensation claim, within the sphere of the same proceedings, for
tort pursuant to art. 2043 of the Italian Civil Code. The compensation claimed has been quantified as
approximately 529 million euros, plus legal interest and revaluation. The Avvocatura di Stato filed an
appearance and submitted a counterclaim for the same sum. The case is subject to eligibility analysis by the
Court, which declared the inadmissibility of TIM's main claim (case for damages for manifest breach of
community law pursuant to law 117/88). However, this decision was amended in favor of the Company on
appeal. In March 2015 the Rome Court issued its judgment in the first instance, declaring the Company's
application inadmissible.
In 2015, TIM has appealed the decision, and the case is now pending the hearing specifying the nature of the
forms of order sought. The Court of Appeal has scheduled the hearing for closing arguments for April 2, 2019.
Thereafter, without any new procedural activities having taken place, the Court of Appeal incontrovertibly
deferred the hearing for closing arguments first to 2020 and then to 2021 (from when the terms for conclusion
and replies shall run, which will be followed shortly thereafter by the issue of the judgment). These deferrals
were followed by the latest, of January 15, 2021, scheduling the new hearing for January 25, 2022.
On the matters underlying the case, the following must be noted:
■
■
■
on the considered lack of jurisdiction of the Court of Rome (concerned by the judgment of the Court of
Rome appealed by TIM) to judge the liability of the Italian government for the work of senior magistrates
(in the case in point, the Council of State), which would have led to the declared inadmissibility of the
claim in accordance with Art. 5, law no. 117/1978 (old text) - the United Chambers of the Court of
Cassation ruled with judgment no. 14842 on June 7, 2018, confirming the jurisdiction of the Court of
Rome and, therefore, the correctness of TIM’s choice to base its lawsuit in the Court of Rome;
on the unlawful nature of the conduct of the Italian government - and, therefore, on the liability of the
State-Court in accordance with Law no. 117/1998 - once again, the EU Court of Justice has ruled,
deciding on the prejudicial matter raised by the Lazio TAR in other, connected proceedings, in its
judgment given on March 4, 2020 in C-34/19, stressing that TIM was not required to pay the charges
demanded by the State for 1998 and, therefore, confirming the clear violation by the Council of State of
European Community law (also because in clear conflict with the decision already given by the EU Court
of Justice on February 21, 2008 in C-296/06, as, moreover, already ruled by the Court of Appeal of Rome,
Chambers I, in Decree of January 31, 2012, which sanctioned the procedural admissibility of TIM’s
lawsuit);
on the matter of the right to repeat the charges paid for 1998 - the Court of Cassation ruled in its
judgment no. 18603 given on September 7, 2020, rejecting the appeal brought by the Presidency of the
Council against the judgment whereby the Court of Appeal of Rome had upheld the claim for
TIM S.p.A. Separate
Financial Statements
Note 23
Disputes and pending legal actions, other information, commitments
and guarantees
357
compensation made by Vodafone (payment of charges for 1998) for the same title in separate
proceedings.
In short, the company paid the charges disputed in 1998; it promptly challenged the administrative provision
that had unfairly required said payment, before the administrative court; the administrative proceedings
before the Council of State concluded negatively in 2009 (despite the recalled opposite judgment of the
European Court of Justice); the civil proceedings of first instance concluded in March 2015 with a judgment of
rejection for grounds of admissibility (then solved in the sense indicated by the company with the referenced
judgment of Cassation in United Chambers no. 14842/18) and more than 6 years after the first instance
judgment - going from deferral to deferral - the appeal judgment (that could only uphold the mentioned
judgments of the Court of Justice and the Court of Cassation) has not yet been issued (nor, on the basis of
these repeated deferrals, can the company forecast when it will be given).
The company is examining the various scenarios and legal claims (national, European Community, etc.) that
may contribute towards defining the appeal dispute. It is considered, in fact, that the principles of the
reasonable duration of the trial, in accordance with subsection 2 of article 111 of the Constitution and in
accordance with article 6 of the European Convention on Human Rights, are violated by these events,
considering: (i) the year in which payment was made of the undue charges is 1998; (ii) the value of these
charges is approximately 529 million euros plus interest from that date; (iii) the extremely long procedural
process has not even led to an appeal judgment (started in 2015 and with an unpredictable conclusion, given
the continuous deferrals); (iv) the circumstance that the legal matter appears to be readily able to be settled,
as not one but two judgments have already been given by the EU Court of Justice declaring payment of the
charges to be incompatible with European Community legislation (judgments that have currently been ignored
by the national court).
As part of the aforementioned analyzes aimed at reaching a definition of the appeal sentence, it should be
pointed out that on January 25, 2021 the Company filed a request with the Rome Court of Appeal to bring
forward the hearing (postponed, as mentioned, to January 25, 2022) in order to avoid yet another
postponement of the case, which, as we know, concerns the non-compliance with two inter partes decisions,
on the same matter, by the Court of Justice of the European Union for a clear violation of European law by the
State-Judge. With a ruling on February 8, 2021, the Rome Court of Appeal (second section specializing in
corporate matters) deemed it could grant the request for an advance ruling, setting the hearing for November
30, 2021. On that date the case was taken to decision with the assignment of the legal terms for closing
statements and replies. By order of 2/22/2022, having acknowledged that one of its members had chosen to
abstain, the Board re-submitted the case, arranging for the deeds to be sent onto the President of the Court of
Appeal. On March 4, 2022, the case was reassigned to another judge. By judgment of March 31, 2022, the
Board scheduled the hearing for December 1, 2022 for closing arguments. The Board has deferred the case to
the hearing of January 19, 2023 for verbal discussion. Following the request made by the State advocacy, the
case was deferred to the hearing of March 9, 2023.
TIM S.p.A. Separate
Financial Statements
Note 23
Disputes and pending legal actions, other information, commitments
and guarantees
358
c) Commitments and guarantees
Personal guarantees provided, totaling 5,592 million euros, refer mainly to guarantee financing provided by TIM
on behalf of Subsidiaries (including 3,750 million euros for Telecom Italia Capital, 1,183 million euros for
Telecom Italia Finance, 200 million euros for Telecom Italia Sparkle, 145 million euros for FiberCop, 116 million
euros for Telenergia, 99 million euros for Olivetti and 42 million euros for Noovle).
Significant purchase commitments outstanding at December 31, 2022 for long-term contracts forming part of
TIM S.p.A.’s business operations, totaling around 5 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 2,945 million euros, refer for 1,375
million euros to the related to guarantees provided by banks and other financial institutions as a guarantee of
the proper performance of contractual obligations and for 1,570 million euros to insurance guarantees. In
particular, we report:
■
the insurance guarantees mainly refer to guarantee financing by TIM in applying legal provisions for
contracts of Public Administrations and similar bodies;
■ TIM had bank guarantees issued in favor of INPS to support the application - also for some Group
companies - of Article 4, subsection 1, of Law 92 of June 28, 2012, to incentivize the departure of workers
meeting the necessary requirements; the total amount of guarantees is 1,026 million euros (of which 973
million euros for TIM, 29 million euros for Telecom Italia Sparkle and 14 million euros for Olivetti).
Furthermore, in May 2018, 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 3/15/2012 (the “Golden Power” law).
At December 31, 2022, the intercompany credit lines granted by TIM S.p.A. to the subsidiary FiberCop S.p.A.
amount to 5.55 billion euros, of which unused for an amount of about 4 billion euros.
TIM S.p.A. Separate
Financial Statements
Note 23
Disputes and pending legal actions, other information, commitments
and guarantees
359
NOTE 24
REVENUES
These decreased by 299 million euros compared to 2021. The breakdown is as follows:
(million euros)
Equipment sales
Services
Total
2022
1,711
10,387
12,098
2021
1,746
10,651
12,397
Revenues from services are mainly represented by voice and data services on fixed and mobile networks for
retail customers (7,412 million euros) and for other wholesale operators (2,158 million euros).
Revenues are presented gross of amounts due to other TLC operators (550 million euros), which are included in
"Costs of services".
NOTE 25
OTHER INCOME
This fell by 77 million euros and the figure breaks down as follows:
(million euros)
Late payment fees charged for telephone services
Recovery of employee benefit expenses, purchases and services rendered
Capital and operating grants
Damages, penalties and recoveries connected with litigation
Estimate revisions and other adjustments
Income for special training activities
Other
Total
2022
26
23
36
32
68
1
59
245
2021
29
33
26
22
71
66
75
322
TIM S.p.A. Separate
Financial Statements
Note 24
Revenues
360
NOTE 26
PURCHASE OF RAW MATERIALS AND SERVICES
(a)
2022
911
This item increased by 843 million euros compared to 2021. The figure breaks down as follows:
(million euros)
Purchase of raw materials and goods
Costs of services
Revenues due to other TLC operators
Costs for telecommunications network access services
Commissions, sales commissions and other selling expenses
Advertising and promotion expenses
Professional and consulting services
Utilities
Maintenance costs
Outsourcing costs for other services
Mailing and delivery expenses for telephone bills, directories and other
materials to customers
Distribution and logistics
Travel and lodging costs
Insurance
Other service expenses
550
105
1,215
129
110
387
363
409
28
7
7
23
2,872
6,205
(b)
Lease and rental costs
Rent and leases
Other lease and rental costs
Total
(c)
(a+b+c)
3
483
486
7,602
2021
1,053
608
99
993
137
104
342
360
413
30
8
5
23
2,171
5,293
3
410
413
6,759
In application of IFRS 16, leased asset costs mainly included lease fees for contracts relating to intangible
assets (483 million euros, mainly for software licenses and royalties).
Specifically, Other service expenses mainly includes costs due to external companies to set up network
accesses as party of the delivery agreements in place with Group companies (such as FiberCop), as well as
facility and maintenance costs.
TIM S.p.A. Separate
Financial Statements
Note 26
Purchase of raw materials and services
361
NOTE 27
EMPLOYEE BENEFITS EXPENSES
This item decreased by 125 million euros compared to 2021. The figure breaks down as follows:
(million euros)
Ordinary employee expenses
Wages and salaries
Social security expenses
Employee Severance Indemnities
Other employee benefits
2022
1,398
528
—
130
2,056
—
(a)
(b)
Costs and provisions for agency contract work
Miscellaneous expenses for employees and other labor-related services
rendered
Charges for termination benefit incentives
Corporate restructuring expenses
Other
Total
204
313
5
522
2,578
(c)
(a+b+c)
2021
1,445
538
—
134
2,117
—
—
333
3
336
2,453
Ordinary employee expenses decreased by 61 million euros, mainly due to the decrease in the average
salaried workforce, equal to a total of -2,066 employees on average, of which -1,471 employees on average
deriving from the application of the Expansion Contract, which entails a reduction of working hours of staff on
the workforce;
Charges for termination benefit incentives and Corporate restructuring expenses totaled 517 million euros
(333 million euros in 2021) and are mainly linked to the recording of period expenses for outgoing managerial
and non-managerial staff, envisaged according to the application of art. 4 of Law no. 92 of June 28, 2012 and
former art. 41, subsection 5bis of Italian Legislative Decree no. 148/2015, as per the agreements signed, during
the year, with the trade unions, by TIM S.p.A..
The average salaried workforce stood at 32,464 employees at December 31, 2022 (34,529 at December 31,
2021). A breakdown by category is as follows:
(number of units)
Executives
Middle managers
White collars
Blue collars
Employees on payroll
Agency contract workers
Total headcount
2022
420
3,113
28,931
—
32,464
—
32,464
2021
456
3,255
30,818
—
34,529
—
34,529
The headcount at December 31, 2022 amounted to 35,524 employees, a decrease of 1,540 compared to
December 31, 2021 (37,064).
TIM S.p.A. Separate
Financial Statements
Note 27
Employee benefits expenses
362
NOTE 28
OTHER OPERATING EXPENSES
This item decreased by 759 million euros compared to 2021. The figure breaks down as follows:
(million euros)
Write-downs and expenses in connection with credit management
Provision charges
TLC operating fees and charges
Indirect duties and taxes
Penalties, settlement compensation and administrative fines
Subscription dues and fees, donations, scholarships and traineeships
Other
Total
of which, included in the supplementary disclosure on financial instruments
2022
115
118
43
55
24
10
55
420
115
2021
217
674
41
58
127
10
52
1,179
217
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial
instruments".
NOTE 29
CHANGE IN INVENTORIES
This came to a positive 28 million euros (positive 21 million euros at December 31, 2021), and was mainly
attributable to a trend seeing lesser consumption on the Mobile segment, particularly during the last quarter of
the year.
In 2022, write-downs of inventories amounted to around 3 million euros.
NOTE 30
INTERNALLY GENERATED ASSETS
This item amounted to 315 million euros, up by 27 million euros on 2021. These consist solely of capitalization
of both tangible and intangible assets on the cost of labor, and, specifically:
■ 161 million euros relating to “intangible assets with a finite useful life”, mainly relating to development of
software and network solutions, applications and innovative services;
■ 154 million euros relating to the “tangible assets” connected with design, construction and testing of
network infrastructure and systems.
This performance was attributable to higher capitalization relating to both tangible assets for the installation
of access and carrier networks (13 million euros) and to intangible assets for the development of software and
innovative services and network solutions (14 million euros). The greater capitalization mainly results in an
increase in the hourly cost for intangible assets and an increase in the hours worked consequent to the start of
activities linked to the calls for tenders for the National Recovery and Resilience Plan (NRRP).
TIM S.p.A. Separate
Financial Statements
Note 28
Other operating expenses
363
NOTE 31
DEPRECIATION AND AMORTIZATION
This item decreased by 237 million euros compared to 2021 and was broken down as follows:
(million euros)
2022
Amortization of intangible assets with a finite useful life
Industrial patents and intellectual property rights
Concessions, licenses, trademarks and similar rights
Other intangible assets
Depreciation of tangible assets owned
Buildings (civil and industrial)
Plant and equipment
Manufacturing and distribution equipment
Other
Amortization of rights of use assets
Rights of use Concessions, Licenses, Trademarks and Similar Rights
Property
Plant and equipment
Other
Total
(a)
(b)
(c)
(a+b+c)
735
294
1
1,030
28
1,173
8
61
1,270
2
298
133
26
459
2,759
2021
732
380
—
1,112
28
1,338
9
57
1,432
1
288
136
27
452
2,996
For further details refer to the Notes "Intangible assets with a finite useful life", "Tangible assets" and "Rights
of use assets".
TIM S.p.A. Separate
Financial Statements
Note 31
Depreciation and amortization
364
NOTE 32
GAINS/(LOSSES) ON DISPOSALS OF NON-
CURRENT ASSETS
This item was broken down as follows:
(million euros)
Gains on disposals of non-current assets
Gains on the retirement/disposal of intangible, tangible and rights of use
assets
Losses on disposals of non-current assets
Losses on the retirement/disposal of intangible, tangible and rights of use
assets
Total
(a)
(b)
(a-b)
2022
2021
37
37
13
13
24
7
7
50
50
(43)
NOTE 33
IMPAIRMENT REVERSALS (LOSSES) ON NON-
CURRENT ASSETS
The item was absent in 2022 (negative for 4,120 million euros in 2021), following the impairment of goodwill
attributed to domestic activities.
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.
Further details are provided in the Note "Goodwill".
TIM S.p.A. Separate
Financial Statements
Note 32
Gains/(losses) on disposals of non-current assets
365
NOTE 34
INCOME/(EXPENSES) FROM INVESTMENTS
Details are as follows:
(million euros)
Dividends
Net gains on disposals of investments
Losses on disposals of investments
Other income from investments
Impairment losses on financial assets
Sundry expenses from investments
Total
of which, included in the supplementary disclosure on financial instruments
2022
113
313
—
—
(18)
—
408
2
2021
837
9
—
10
(7)
(15)
834
1
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial
instruments".
In particular, we report:
■ dividends mainly related to the subsidiary Telecom Italia Finance (54 million euros) and the associate
Daphne 3 (57 million euros). In 2021 dividends mainly related to the subsidiaries Telecom Italia Sparkle (400
million euros) and Telecom Italia Finance (436 million euros).
■
impairment losses referred mainly to the impairment of investment in the subsidiary TIM Servizi Digitali. In
2021 impairment losses referred mainly to the impairment of investment in the subsidiary Telecom Italia
Ventures.
■ net capital gains, of 313 million euros, refer to the mentioned sale of 41% of the share capital of the
holding Daphne 3 to a consortium of investors led by Ardian. In 2021, they referred to the sale of 37.5% of
the investment in the subsidiary FiberCop to the KKR fund (gross capital gain of 17 million euros, net of
accessory charges for 8 million euros).
NOTE 35
FINANCE INCOME AND EXPENSES
Finance income (expenses) showed a net expense of 993 million euros, which breaks down as follows:
(million euros)
Finance income
Finance expenses
Total net finance income (expenses)
2022
1,415
2,408
(993)
2021
1,076
1,984
(908)
TIM S.p.A. Separate
Financial Statements
Note 34
Income/(expenses) from investments
366
The items break down as follows:
(million euros)
Interest expenses and other finance expenses
Interest expenses and other costs relating to bonds
Interest expenses relating to subsidiaries
Interest expenses relating to associates
Interest expenses to banks
Finance expenses on lease liabilities
Interest expenses to others
Commissions
Other finance expenses (*)
Interest income and other finance income:
Interest income
Interest income from subsidiaries
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
(*)
Miscellaneous finance income
Total net finance interest/(expenses)
(a)
Other components of finance income and expenses:
Net exchange gains and losses
Net result from derivatives
Net fair value adjustments to fair value hedge derivatives and underlying
instruments
Net fair value adjustments to non-hedging derivatives
Total other components of finance income and expenses:
Total net finance income (expenses)
of which, included in the supplementary disclosure on financial instruments
(*) of which IFRS9 impact, nil on 2022 and 2021.
(b)
(c)=(a+b)
2022
2021
(429)
(190)
(1)
(88)
(126)
(3)
(837)
(54)
(76)
(130)
11
—
—
4
77
—
—
5
27
124
(843)
15
(81)
—
(84)
(150)
(993)
(832)
(525)
(158)
—
(34)
(132)
(2)
(851)
(52)
(61)
(113)
12
1
—
8
95
—
—
4
21
141
(823)
1
(57)
(4)
(25)
(85)
(908)
(691)
Further details on Financial Instruments are provided in the Note "Supplementary disclosure on financial
instruments".
TIM S.p.A. Separate
Financial Statements
Note 35
Finance income and expenses
367
For greater clarity of presentation, the net effects relating to derivative financial instruments are summarized
in the following table:
(million euros)
Foreign currency conversion gains
Exchange losses
Net exchange gains and losses
2022
42
(27)
15
2021
10
(9)
1
Income from fair value hedge derivatives
Charges from fair value hedge derivatives
Net result from fair value hedge derivatives
(a)
Positive effect of the reversal of the Reserve of cash flow hedge
derivatives to the income statement (interest rate component)
Negative effect of the reversal of the Reserve of cash flow hedge
derivatives to the income statement (interest rate component)
Net effect of the Reversal of the Reserve of cash flow hedge derivatives
to the income statement (interest rate component)
Income from non-hedging derivatives
Charges from non-hedging derivatives
Net result from non-hedging derivatives
Net result from derivatives
(b)
(c)
(a+b+c)
Positive fair value adjustments to fair value hedge derivatives
Negative fair value adjustments relating to financial assets and liabilities
underlying fair value hedge derivatives
Net fair value adjustments
Positive fair value adjustments to Underlying financial assets and liabilities
of fair value hedge derivatives
Negative fair value adjustments relating to fair value hedge derivatives
Net fair value adjustments
Net fair value adjustments to fair value hedge derivatives and
underlying instruments
Positive fair value adjustments to non-hedging derivatives
Negative fair value adjustments to non-hedging derivatives
Net fair value adjustments to non-hedging derivatives
(d)
(e)
(d+e)
(f)
(g)
(f+g)
2
(1)
1
140
(209)
(69)
320
(333)
(13)
(81)
—
—
—
3
(3)
—
—
784
(868)
(84)
33
—
33
113
(215)
(102)
276
(264)
12
(57)
—
—
—
50
(54)
(4)
(4)
453
(478)
(25)
TIM S.p.A. Separate
Financial Statements
Note 35
Finance income and expenses
368
NOTE 36
RELATED-PARTY TRANSACTIONS
The following tables show the balances relating to related-party transactions 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..
In accordance with Art. 5, subsections 8 and 9 of Consob Regulation no. 17221 of March 12, 2010 concerning
“Related-Party Transactions” and subsequent amendments, in 2022, the carrying out of the Transaction of
greater importance is noted, as defined by Art. 4, subsection 1, letter a) of the above regulation and by Art. 7 of
the Company’s Related-Party Transactions Procedure, following the award of the European open tender
procedure for the award, by public-private partnership contract, of the development and management of the
National Strategic Hub. For a complete description of the Transaction, refer to the Information Document
made available to the public in connection with Transactions of greater importance with related parties and
prepared in accordance with Article 5 of such regulation.
In addition, there were no transactions concluded that significantly impacted the equity position or results of
the TIM Group and TIM S.p.A., nor were there any changes or developments with respect to the related-party
transactions described in the 2021 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 2022.
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 gruppotim.it, under the Group section/Governance tools channel.
For an analysis of transactions with subsidiaries and associates of TIM S.p.A. refer to the Note “Investments”.
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
369
The effects of related-party transactions on the line items of the separate income statements for 2022 and
2021 are as follows:
SEPARATE INCOME STATEMENT LINE ITEMS 2022
(million euros)
Total
Subsidiaries
Associates,
subsidiaries of
associates and
joint ventures
Related Parties
Pension
funds Key managers
Other
related
parties (*)
Total
related
parties
% of
financial
statement
item
Revenues
Other income
Acquisition of goods and
services
Employee benefits expenses
Other operating expenses
Depreciation and
amortization
Gains/losses on disposals of
non-current assets
Income (expenses) from
investments
Finance income
Finance expenses
(a)
12,098
245
7,602
2,578
420
2,759
24
408
1,415
2,408
1,472
65
2,514
—
8
15
—
54
843
610
10
2
202
—
—
29
—
57
—
12
80
—
77
—
—
—
—
—
—
—
—
—
—
66
—
—
—
—
—
—
(b)
1,562
67
2,793
86
8
44
—
111
843
622
—
—
—
20
—
—
—
—
—
—
(b/a)
12.9
27.3
36.7
3.3
1.9
1.6
—
27.2
59.6
25.8
(*) Vivendi Group and companies belonging to the group that it belongs to; Cassa Depositi e Prestiti Group and its subsidiaries; other related parties
through Directors, Statutory Auditors and Key Managers.
SEPARATE INCOME STATEMENT LINE ITEMS 2021
(million euros)
Total
Subsidiaries
Associates,
subsidiaries of
associates and
joint ventures
Related Parties
Pension
funds Key managers
Other
related
parties (*)
Total
related
parties
% of
financial
statement
item
Revenues
Other income
Acquisition of goods and
services
Employee benefits expenses
Other operating expenses
Depreciation and
amortization
Gains/losses on disposals of
non-current assets
Income (expenses) from
investments
Finance income
Finance expenses
(a)
12,397
322
6,759
2,453
1,179
2,996
(43)
834
1,076
1,984
1,074
88
1,996
—
—
25
(40)
836
373
654
26
1
350
—
3
50
—
—
—
18
22
—
79
—
—
—
—
—
—
—
—
—
—
64
—
—
—
—
—
—
(b)
1,122
89
2,425
96
3
75
(40)
836
373
672
—
—
—
32
—
—
—
—
—
—
(b/a)
9.1
27.6
35.9
3.9
0.3
2.5
93.0
100.2
34.7
33.9
(*) Vivendi Group and companies belonging to the group that it belongs to; Cassa Depositi e Prestiti Group and its subsidiaries; other related parties
through Directors, Statutory Auditors and Key Managers.
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
370
The effects of related-party transactions on the line items of the statements of financial position as at
December 31, 2022 and December 31, 2021 are as follows:
STATEMENT OF FINANCIAL POSITION LINE ITEMS AT DECEMBER 31, 2022
(million euros)
Related Parties
Total
Subsidiaries
(a)
Associates,
subsidiaries of
associates and joint
ventures
Other
related
parties (*)
Pension
funds Total related
parties % of financial
statement item
(b)
(b/a)
NET FINANCIAL DEBT
Non-current financial assets
of which: Non-current financial
assets for lease contracts
Securities other than
investments (current assets)
Financial receivables and other
current financial assets
of which: Current financial assets
for lease contracts
Cash and cash equivalents
Current financial assets
Non-current financial liabilities
3,502
2,379
8
—
—
—
512
377
45
1,375
1,887
21,379
4
218
595
4,400
—
—
—
—
—
—
—
—
1
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,380
1
—
377
4
218
595
4,400
68.0
12.5
—
73.6
8.9
15.9
31.5
20.6
—
—
—
—
—
—
—
(1)
—
—
—
—
1.0
31.8
25
1,954
25
1,954
2,600
6,149
28
3,379
28
3,380
459
22,139
of which: Non-current financial
liabilities for lease contracts
Current financial liabilities
of which: Current financial
liabilities for lease contracts
Total net financial debt
OTHER STATEMENT OF
FINANCIAL POSITION LINE
ITEMS
Rights of use assets
Miscellaneous receivables and
other non-current assets
Trade and miscellaneous
receivables and other current
assets
Miscellaneous payables and
other non-current liabilities
Trade and miscellaneous
payables and other current
13.3
liabilities
(*) Vivendi Group and companies belonging to the group that it belongs to; Cassa Depositi e Prestiti Group and its subsidiaries; other related parties
through Directors, Statutory Auditors and Key Managers.
6.1
15.3
1,089
4,293
3,188
1,039
6,578
1,878
306
305
169
873
875
25.4
781
167
16.3
49
22
23
4.0
35
19
—
—
—
—
—
—
16
21
—
27
5.3
2
1
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
371
STATEMENT OF FINANCIAL POSITION LINE ITEMS AT DECEMBER 31, 2021
(million euros)
NET FINANCIAL DEBT
Non-current financial assets
of which: Non-current financial
assets for lease contracts
Securities other than
investments (current assets)
Financial receivables and other
current financial assets
of which: Current financial assets
for lease contracts
Cash and cash equivalents
Current financial assets
Non-current financial liabilities
of which: Non-current financial
liabilities for lease contracts
Current financial liabilities
of which: Current financial
liabilities for lease contracts
Total net financial debt
OTHER STATEMENT OF
FINANCIAL POSITION LINE
ITEMS
Rights of use assets
Miscellaneous receivables and
other non-current assets
Trade and miscellaneous
receivables and other current
assets
Miscellaneous payables and
other non-current liabilities
Trade and miscellaneous
payables and other current
liabilities
Total
Subsidiaries
(a)
Related Parties
Associates,
subsidiaries of
associates and joint
ventures
Other
related
parties (*)
Pension
funds Total related
parties % of financial
statement item
(b)
(b/a)
4,449
2,669
11
—
155
39
3,558
3,713
24,620
2,743
5,479
—
—
17
4
26
43
5,567
29
485
434
21,937
6
3,340
3,320
1,974
3,931
1,196
189
247
737
10
—
—
—
—
—
—
—
269
269
75
73
344
299
—
17
2
1
1
—
—
—
—
—
—
—
—
—
(1)
—
—
20
23
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,670
1
—
17
4
26
43
5,836
298
560
79
3,683
488
247
774
35
8,111
681
177
44
21
923
60.0
9.1
—
11.0
10.3
0.7
1.2
23.7
10.9
10.2
18.2
16.8
14.7
12.5
19.7
2.9
11.4
(*) Vivendi Group and companies belonging to the group that it belongs to; Cassa Depositi e Prestiti Group and its subsidiaries; other related parties
through Directors, Statutory Auditors and Key Managers.
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
372
The effects of related-party transactions on the significant line items of the statements of cash flows for 2022
and 2021 are as follows:
STATEMENT OF CASH FLOWS LINE ITEMS 2022
(million euros)
Total
Subsidiaries
Related Parties
Other
related
parties (*)
Pension
funds
Associates,
subsidiaries of
associates and
joint ventures
Purchase of intangible, tangible
and rights of use assets on an
accrual basis
Dividends paid
(a)
2,065
1
(*) Vivendi Group and companies belonging to the group that it belongs to; Cassa Depositi e Prestiti Group and its subsidiaries; other related parties
through Directors, Statutory Auditors and Key Managers.
21
—
39
—
3
—
—
—
63
—
3.1
—
Total
related
parties
% of
financial
statement
item
(b)
(b/a)
Total
related
parties
% of
financial
statement
item
(b)
(b/a)
STATEMENT OF CASH FLOWS LINE ITEMS 2021
(million euros)
Total
Subsidiaries
Related Parties
Other
related
parties (*)
Pension
funds
Associates,
subsidiaries of
associates and
joint ventures
Purchase of intangible, tangible
and rights of use assets on an
accrual basis
Dividends paid
(a)
2,547
318
77
1
8
—
15
51
—
—
100
52
3.9
16.4
(*) Vivendi Group and companies belonging to the group that it belongs to; Cassa Depositi e Prestiti Group and its subsidiaries; other related parties
through Directors, Statutory Auditors and Key Managers.
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
373
Transactions with subsidiaries
The most significant amounts are summarized as follows:
SEPARATE INCOME STATEMENT LINE ITEMS
(million euros)
Revenues
FiberCop S.p.A.
2022
1,280
2021
Type of contract
904 Carrying out of contracted works on developments of
fiber network, ordinary and
secondary copper and
extraordinary maintenance services on the secondary
copper and fiber network, fee income for administrative
services connected with the IRU transfer and acquisition of
secondary access network
infrastructures,
supply of ERP, separation, desktop management, TSA and
voice services
installation
18
and
telecommunications
2 Connection
Voice services, supply of ICT products, property leasing, real
estate services, operating services and facility services
(2) Telephone services, MPLS and fiber services for the national
data network, property leasing, administrative outsourcing
services
(interconnection contracts for the sale of data services such
as bitstream; IRU transfer of dark fiber connections and
installation infrastructures; ULL; Shared Access; DSLAM
devices; SUBLOOP FTTC), voice services, product sales
47 Voice and data transmission services, customized 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 and installation infrastructures,
property leasing, administrative outsourcing
3 Voice outsourced services, management and supply of ICT
Security & Risk Management services and administrative
outsourcing
3 Lease of properties and facility management services,
supply of fixed and mobile network and IP connectivity
telecommunications products and services, administrative
outsourcing
1 Mobile telephone and telecommunications product sales
2 Outsourcing
for
business, administrative
company
outsourcing, supply of operative assistance services
22 Roaming services, license support and provision as part of
network operations, information technology, marketing &
sales, Royalties Trademark License Agreement and TIM
Brand
73 Supply of products for sale to the public, voice and data
transmission services and ICT services for company use,
property leasing
—
Sale of materials to be used to develop the FTTH network
19
5
2
45
2
4
1
2
27
79
5
1
1,472
1
1,074
Noovle S.p.A. Società Benefit
Olivetti S.p.A. Società Benefit
Telecom Italia S.Marino S.p.A.
Telecom Italia Sparkle S.p.A.
Telecom Italia Trust
Technologies S.r.l.
Telecontact S.p.A.
Telefonia Mobile Sammarinese
S.p.A.
Telenergia S.p.A.
TIM S.A.
TIM Retail S.r.l.
TIM Servizi Digitali S.p.A.
Other minor companies
Total revenues
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
374
2022
2021
Type of contract
(million euros)
Other income
FiberCop S.p.A.
Noovle S.p.A. Società Benefit
TIM Servizi Digitali S.p.A.
Other minor companies
Total other income
Acquisition of goods and
services
FiberCop S.p.A.
1
52
3
9
65
1,243
Noovle S.p.A. Società Benefit
411
Olivetti S.p.A. Società Benefit
51
Telecom Italia Sparkle S.p.A.
Telecom Italia Trust
Technologies S.r.l.
Telecontact S.p.A.
Telenergia S.p.A.
Telsy S.p.A.
TIM Retail S.r.l.
TIM Servizi Digitali S.p.A.
Total acquisition of goods and
services
174
24
79
338
55
107
32
2,514
12 Refunds of costs of services, compensation for board
positions, other income
66 Recovery of seconded personnel costs, refunds of costs of
services, other income
— Penalties for breach of contract
10
88
fiber access services to operators,
910 Use of the secondary access network for the supply of
copper and
IRU
acquisition of secondary access
(underground and
infrastructures for the
overhead) network
transfer for exclusive use of said infrastructures to the
operators, special commitment 2021-23 envisaged by the
MSA
installation
consumptions,
399 Operating service Minimum Commitment Charge, supply of
professional IT services, customized TIM offer services to
end customers, supply of ICT products, charges for the
collocation of Security systems in the Noovle data center,
Azure
GCP
consumptions, hosting, on-premise
cloud
consumption on Google consoles, Azure and Amazon web
services, infrastructure costs for the Tim Cloud project and
Consip, professional services, the reselling of Google
licenses (G Suite), the collocation of Noovle data center paid
in revenue share mode under the scope of offers to TIM end
customers
services,
services,
professional
79 Provision of Cloud Printing service and related software
maintenance, supply of customized services as part of TIM
offerings to end customers, purchase of IT services, ICT
product installation costs, after-sales support, as part of TIM
offerings to end customers, evolutionary developments of
projects and platforms, purchase of software platform
licenses, software developments, award of cloud enabling
services and cloud computing services, security, the
development of on-line services and portals and applicative
cooperation for the Public Administrations, end-to-end
solutions proposed by Olivetti on Jasper platform and
intermediated by TIM, under the scope of the contract for
the development, management and marketing of machine
to machine services and Internet of Things
155 Portion to be paid for telecommunications services and
data
interconnection
costs,
transmission and international line lease
telephone
services,
23 Certification Authority service for TIM and within the TIM
customer offering, archiving service according to certified
email rules for the TIM S.p.A. Certified Electronic Mail box,
provision of digital identity management services by means
of SPID platform
77 Customer Care services for TIM customers and for the Public
Administration under the Consip Agreement, back office
services relating to the billing services for customers of the
paid service provided by TIM technicians, call center and
back office services for the management of the information
of the technical and commercial front end of public
telephony
250 Power services
10 Purchase of products for resale and rental as part of TIM
offerings to end customers, ICT solutions and security
services for TIM, maintenance services and licenses
90 Supply of services for acquisition of new customers,
information activities and post-sales support for TIM
customers, activities for the promotion of TIM's image and
distinctive brands through point-of-sale windows
3 Tender contract for network works, assurance activities,
delivery, network construction
1,996
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
375
(million euros)
Employee benefits expenses
Other operating expenses
Amortization of rights of use
assets
FiberCop S.p.A.
Noovle S.p.A. Società Benefit
Total amortization of rights of
use assets
Gains/(losses) on disposals of
non-current assets
Income (expenses) from
investments
Telecom Italia Finance S.A.
Telecom Italia Sparkle S.p.A.
Total income (expenses) from
investments
Finance income
FiberCop S.p.A.
Noovle S.p.A. Società Benefit
Telecom Italia Capital S.A.
Telecom Italia Finance S.A.
Telecom Italia Sparkle S.p.A.
Telenergia S.p.A.
Total finance income
Finance expenses
Telecom Italia Capital S.A.
Telecom Italia Finance S.A.
Total finance expenses
2022
—
8
2021
—
— Operating costs for guarantees of origin to Telenergia S.p.A.
Type of contract
11
4
15
—
54
—
54
71
27
690
46
6
3
843
474
136
610
21 Amortization of rights of use related to the recognition of
greater non-current assets amortized over the residual
contractual term
4 Amortization of rights of use related to the recognition of
greater non-current assets amortized over the residual
contractual term
25
(40)
436 Dividends
400 Dividends
836
88 Interest
income on
commission income
23 Interest
income on
commission income
financial
receivables,
financial
financial
receivables,
financial
230 Income from securities, income from derivatives, financial
commissions receivable, other finance income
30 Income from securities,
financial commissions receivable
income from derivatives, and
1 Interest income on financial receivables, exchange gains
1 Interest
income on
receivables,
financial
financial
commission income
373
522 Interest on financial payables, charges on derivatives, other
finance expenses
132 Interest on financial payables, charges on derivatives,
financial commissions payable, other finance expenses
654
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
376
STATEMENT OF FINANCIAL POSITION LINE ITEMS
(million euros)
Net financial debt
Non-current financial assets
FiberCop S.p.A.
Noovle S.p.A. Società Benefit
Telecom Italia Finance S.A.
Telecom Italia Sparkle S.p.A.
Telsy S.p.A.
Other minor companies
Total non-current financial
assets
Securities other than
investments (current assets)
Financial receivables and
other current financial assets
Staer Sistemi S.r.l.
Telecom Italia Capital S.A.
Telecom Italia Finance S.A.
Telecom Italia Sparkle S.p.A.
Total financial receivables
and other current financial
assets
Cash and cash equivalents
Noovle S.p.A. Società Benefit
Telenergia S.p.A.
TIM Servizi Digitali S.p.A.
Total Cash and cash
equivalents
Non-current financial
liabilities
Noovle S.p.A. Società Benefit
Telecom Italia Capital S.A.
Telecom Italia Finance S.A.
Other minor companies
Total Non-current financial
liabilities
12/31/2022
12/31/2021
Type of contract
1,534
684
151
—
9
1
2,379
—
4
13
4
356
377
163
55
—
218
25
3,163
1,212
—
4,400
1,516 Loan
684 Loan
149 Derivative assets
316 Loan
4 Loan
—
2,669
—
4 Short-term financial receivables
6 Derivative assets
2 Derivative assets
5 Financial receivables for the sale of network infrastructure in
IRU
17
Treasury current accounts
11
4
11
26
29 Non-current financial liabilities related to the recognition of
rights of use for lease liabilities
4,162 Hedging derivatives and financial payables
1,375 Hedging derivatives and financial payables
1
5,567
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
377
(million euros)
Current financial liabilities
Daphne3 S.p.A.
FiberCop S.p.A.
Noovle S.p.A. Società Benefit
Olivetti S.p.A. Società Benefit
Telecom Italia Capital S.A.
Telecom Italia Finance S.A.
Telecom Italia Sparkle S.p.A.
Telecom Italia Trust
Technologies S.r.l.
Telecom Italia Ventures S.r.l.
Telecontact S.p.A.
Telsy S.p.A.
TIM My Broker S.r.l.
TIM Retail S.r.l.
TIM Servizi Digitali S.p.A.
Other minor companies
Total Current financial liabilities
12/31/2022
12/31/2021
Type of contract
—
29
4
22
863
798
56
3
63
43
7
7
56
3
—
1,954
1 Payables for current account transactions
14 Payables for current account transactions and financial
liabilities connected with rights of use
4 Current financial liabilities related to the recognition of rights
of use for lease liabilities
current accounts,
35 Payables for current account transactions
244 Financial payables, derivatives
41 Financial payables, payables
for
derivatives
58 Payables for current account transactions
4 Payables for current account transactions
— Payables for current account transactions
33 Payables for current account transactions
1 Payables for current account transactions
2 Payables for current account transactions
47 Payables for current account transactions
— Payables for current account transactions
1
485
(million euros)
12/31/2022
12/31/2021
Type of contract
Other statement of financial
position line items
Rights of use assets
FiberCop S.p.A.
Noovle S.p.A. Società Benefit
Telecom Italia Sparkle S.p.A.
Total rights of use assets
Miscellaneous receivables and
other non-current assets
138
29
—
167
305
149 Rights of use related to the recognition of greater non-
current assets amortized over the residual contractual term
33 Rights of use related to the recognition of greater non-
current assets amortized over the residual contractual term
7
189
247 Deferred contractual and other deferred costs
for
transactions with Telecontact (customer care services) and
TIM Retail
tax
consolidation
(new activations),
receivables
for
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
378
(million euros)
12/31/2022
12/31/2021
Type of contract
Trade and miscellaneous
receivables and other current
assets
FiberCop S.p.A.
754
Noovle S.p.A. Società Benefit
135
Olivetti S.p.A. Società Benefit
Telecom Italia Capital S.A.
Telecom Italia Finance S.A.
Telecom Italia S.Marino S.p.A.
Telecom Italia Sparkle S.p.A.
Telecom Italia Trust
Technologies S.r.l.
Telecontact S.p.A.
Telenergia S.p.A.
Telsy S.p.A.
TIM Retail S.r.l.
TIM SA
TIM Servizi Digitali S.p.A.
Other minor companies
Total trade and miscellaneous
receivables and other current
assets
5
1
1
1
20
3
26
9
6
56
16
4
2
1,039
511 Carrying out of works on behalf of FiberCop on
developments of secondary copper and fiber network,
ordinary and extraordinary maintenance services on the
secondary copper and fiber network, fee
income for
administrative services connected with the IRU transfer and
acquisition of secondary access network
installation
infrastructures,
separation, desktop
management, TSA and voice services, tax consolidation
receivables
supply of ERP,
91 Voice services, supply of ICT products, property leasing and
facility services, recovery of seconded personnel costs,
refunds of costs of services
6 Telephone services, MPLS and fiber services for the national
leasing, project
data network, product sales, property
development, administrative outsourcing
1 Commission on the provision of surety
1 Commission on the provision of surety
1 Connection
and
telecommunications
services
(interconnection contracts for the sale of data services such
as bitstream; IRU transfer of dark fiber connections and
installation infrastructures; ULL; Shared Access; DSLAM
devices; SUBLOOP FTTC), voice services, product sales
19 Voice and data transmission services, customized services,
services relating to the interconnection between Telecom
Italia Sparkle and TIM communications networks with
particular reference to accesses and international traffic,
infrastructures,
sale of
installation
property leasing, administrative outsourcing
IRU dark fiber and
4 Voice outsourced services, management and supply of ICT
Security & Risk Management services and administrative
outsourcing
27 Lease of properties and facility management services,
supply of fixed and mobile network and IP connectivity
telecommunications products and services, administrative
outsourcing, deferred contract costs
for
company
outsourcing, supply of operative assistance services
9 Outsourcing
administrative
business,
5 Deferred costs for the provision of equipment and licenses,
as part of TIM offerings to end customers, ICT solutions and
security services for TIM, maintenance services and licenses
48 Supply of products for sale to the public, voice and data
transmission services and ICT services for company use,
property
for tax
consolidation
leasing, deferred costs,
receivables
12 Roaming services, license support and provision as part of
network operations, information technology, marketing &
sales, Royalties Trademark License Agreement and TIM
Brand
network
1 Supplies of materials to be used to develop the FTTH
1
737
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
379
(million euros)
12/31/2022
12/31/2021
Type of contract
Miscellaneous payables and
other non-current liabilities
Olivetti S.p.A. Società Benefit
Telecom Italia S.Marino S.p.A.
Telecom Italia Sparkle S.p.A.
Telenergia S.p.A.
Noovle S.p.A. Società Benefit
Other minor companies
Total miscellaneous payables
and other non-current liabilities
Trade and miscellaneous
payables and other current
liabilities
FiberCop S.p.A.
2
1
6
—
7
—
16
375
Noovle S.p.A. Società Benefit
99
Olivetti S.p.A. Società Benefit
22
Telecom Italia Sparkle S.p.A.
Telecom Italia Trust
Technologies S.r.l.
Telecontact S.p.A.
Telenergia S.p.A.
Telsy S.p.A.
TIM Retail S.r.l.
52
14
16
125
32
33
1 Payables for tax consolidation
1 Deferred revenues for connection and telecommunications
services contracts
7 Deferred revenues from interconnection contracts, payables
for tax consolidation
1 Payables for tax consolidation
— Payables for tax consolidation
—
10
352 Use of the secondary access network for the supply of
copper and fiber access services to operators, IRU acquisition
of secondary access (underground and overhead) network
installation infrastructures for the transfer for exclusive use
of said infrastructures to the operators, special commitment
2021-23 envisaged by the MSA, payables for VAT and tax
consolidation
106 Operating service Minimum Commitment Charge, supply of
IT services marketed to SME customers, professional IT
services, customized TIM offer services to end customers,
supply of ICT products, charges for the collocation service of
Security systems in Noovle data center, GCP consumptions,
professional services, Azure consumptions, hosting, on-
premise services, payables for VAT
25 Provision of Cloud Printing service and related software
maintenance, supply of customized services as part of TIM
offerings to end customers, purchase of IT services, ICT
product installation costs, after-sales support, as part of TIM
offerings to end customers, evolutionary developments of
projects and platforms, purchase of software platform
licenses, software developments, award of cloud enabling
services and cloud computing services, security, the
development of on-line services and portals and applicative
cooperation for the Public Administrations, end-to-end
solutions proposed by Olivetti on Jasper platform and
intermediated by TIM, under the scope of the contract for
the development, management and marketing of machine
to machine services and Internet of Things, VAT payables
53 Portion to be paid for telecommunications services and
interconnection costs, telephone services, data transmission
and international line lease, payables for tax consolidation
12 Certification Authority service for TIM and within the TIM
customer offering, archiving service according to certified
email rules for the TIM S.p.A. Certified Electronic Mail box,
provision of digital identity management services by means
of SPID platform, payables for VAT
21 Customer Care services for TIM customers and for the Public
Administration under the Consip Agreement, back office
services relating to the billing services for customers of the
paid service provided by TIM technicians, call center and
back office services for the management of the information
of technical and commercial front end of the public
telephony, for tax consolidation
71 Energy services, payables for VAT and tax consolidation
11 Purchase of products for resale and rental as part of TIM
offerings to end customers, ICT solutions and security
services for TIM, maintenance services and licenses, VAT
payables
26 Supply of services for acquisition of new customers,
information activities and post-sales support for TIM
customers, activities for the promotion of
image and
distinctive brands TIM through point-of-sale windows,
payables for tax consolidation
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
380
(million euros)
TIM Servizi Digitali S.p.A.
Other minor companies
Total trade and miscellaneous
payables and other current
liabilities
12/31/2022
12
1
781
STATEMENT OF CASH FLOWS LINE ITEMS
12/31/2021
Type of contract
3 Tender contract for network works, assurance activities,
delivery, network construction
1
681
(million euros)
2022
2021
Type of contract
Purchase of intangible, tangible
and rights of use assets on an
accrual basis
Noovle S.p.A. Società Benefit
Olivetti S.p.A. Società Benefit
Telecom Italia Trust
Technologies S.r.l.
Telenergia S.p.A.
Telsy S.p.A.
TIM Servizi Digitali S.p.A.
Other minor companies
Total purchase of intangible,
tangible and rights of use
assets on an accrual basis
Dividends paid
3
3
2
—
11
2
—
21
—
39 Purchases of Apigee licenses
7 Purchase of products for resale and lease as part of
and
development
customers,
end
offerings
for
implementation on platforms
2 Digital Identity and Certification Authority
1 Connections for power supply of local NGAN cabinets
9 Purchase of equipment, as part of TIM offerings to end
customers, ICT solutions and security services for TIM
— Acquisitions
delivery, network construction
for network works, assurance activities,
19
77
1 Dividends paid to the company Telecom Italia Finance S.A.
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
381
Transactions with associates, subsidiaries of associates and
joint ventures
Under the scope of the reorganization of Italtel S.p.A., on April 1, 2022, TIM S.p.A. subscribed to part of the
company’s share capital increase, taking the share held to 17.72%.
Italtel S.p.A. is also subject to the considerable influence of TIM S.p.A. in accordance with IAS 28 (Investments
in Associates and Joint Ventures).
Therefore, starting April 1, 2022, the company is considered an associate and its subsidiaries are considered
related parties of the TIM Group.
As already indicated, in accordance with Art. 5, subsections 8 and 9 of Consob Regulation no. 17221 of March
12, 2010 concerning “Related-Party Transactions” and subsequent amendments, in 2022, the carrying out of
the Transaction of greater importance is noted, as defined by Art. 4, subsection 1, letter a) of the above
regulation and by Art. 7 of the Company’s Related-Party Transactions Procedure, following the award of the
European open tender procedure for the award, by public-private partnership contract, of the development
and management of the National Strategic Hub.
The most significant values of the transactions with associates, subsidiaries of associates and joint ventures
are summarized as follows:
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
382
SEPARATE INCOME STATEMENT LINE ITEMS
(million euros)
Revenues
INWIT S.p.A.
ITALTEL S.p.A.
NordCom S.p.A.
Polo Strategico Nazionale S.p.A.
TIMFin S.p.A.
Total revenues
Other income
Acquisition of goods and
services
INWIT S.p.A.
ITALTEL S.p.A.
W.A.Y. S.r.l.
Other minor companies
Total acquisition of goods and
services
Other operating expenses
Amortization of rights of use
assets
INWIT S.p.A.
Total amortization of rights of
use assets
Income (expenses) from
investments
Daphne 3 S.p.A.
Total income (expenses) from
investments
Finance income
Finance expenses
INWIT S.p.A.
TIMFin S.p.A.
Total finance expenses
2022
15
1
1
16
(23)
10
2
167
26
8
1
202
—
29
29
57
57
—
9
3
12
2021
Type of contract
38 Voice and data transmission services for company use,
Desktop Management ICT services, IRU transfer of Dark
Optic Fiber and Local Infrastructure, Easy IP ADSL service,
property leasing, maintenance services and administrative
outsourcing
— Supply of fixed and mobile telephone services including
equipment, Microsoft licenses and outsourcing services
1 Fixed and mobile voice services, equipment, data network
connections and outsourcing
— Products and services related to the start-up phase of the
National Strategic Hub
(13) Mobile and fixed voice services, outsourced services, fees
and margins for miscellaneous costs for loans
26
1 Recovery of seconded personnel costs, recovery of
centralized expenses
341 Supply of services for BTS sites, power supply systems for
the supply of electricity of the hosted devices, monitoring
and security services (alarms) and management and
maintenance
remote management and
the electricity consumption of TIM
monitoring of
technological infrastructures (BTS) hosted at INWIT sites
services,
— Supply of equipment, software
licenses, professional
services, hardware and software maintenance services
connected with TIM offers to end customers, supply of
network and security equipment maintenance services for
a time-frame of 24 months, linked to the TIM offer for the
customer Poste Italiane
8 Supply, installation and technical assistance services for
geolocation equipment provided as part of offers to TIM
customers, software development
1
350
3 Penalties
for breach of contract on maintenance
management services to INWIT S.p.A.
50 Amortization of rights of use related to the recognition of
greater non-current assets amortized over the residual
contractual term
50
— Dividends
—
—
15 Finance expenses for interest related to financial liabilities
for rights of use
expenses
3 Finance expenses for commission and other finance
18
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
383
12/31/2022
STATEMENT OF FINANCIAL POSITION LINE ITEMS
(million euros)
Net financial debt
Non-current financial assets
Financial receivables and other
current financial assets
Non-current financial liabilities
—
—
12/31/2021
INWIT S.p.A.
Total Non-current financial
liabilities
Current financial liabilities
INWIT S.p.A.
TIMFin S.p.A.
Total Non-current financial
liabilities
—
—
—
—
—
Type of contract
—
—
269 Non-current financial liabilities related to the recognition
of rights of use for lease liabilities
269
74 Current financial liabilities related to the recognition of
rights of use for lease liabilities
1 Financial liabilities for expenses on the transfer of
receivables
75
(million euros)
12/31/2022
12/31/2021
Type of contract
Other statement of financial
position line items
Rights of use assets
INWIT S.p.A.
Total rights of use assets
Miscellaneous receivables and
other non-current assets
Trade and miscellaneous
receivables and other current
assets
INWIT S.p.A.
ITALTEL S.p.A.
Polo Strategico Nazionale S.p.A.
W.A.Y. S.r.l.
Other minor companies
Total trade and miscellaneous
receivables and other current
assets
Miscellaneous payables and
other non-current liabilities
Trade and miscellaneous
payables and other current
liabilities
INWIT S.p.A.
ITALTEL S.p.A.
Movenda S.p.A.
TIMFin S.p.A.
W.A.Y. S.r.l.
Total trade and miscellaneous
payables and other current
liabilities
—
—
1
—
1
20
1
1
23
—
—
12
—
2
8
22
299 Rights of use related to the recognition of greater non-
current assets amortized over the residual contractual
term
299
— Other deferred costs to Italtel S.p.A.
15 Voice and data transmission services for company use,
Desktop Management ICT services, IRU transfer of Dark
Optic Fiber and Local Infrastructure, Easy IP ADSL service,
property leasing, maintenance services and administrative
outsourcing
— Supply of fixed and mobile telephone services including
equipment, Microsoft licenses and outsourcing services
— Products and services related to the start-up phase of the
National Strategic Hub
2 Deferred costs for the provision of customized platforms,
application offers, fixed and mobile voice services
—
17
2 Deferred subscription charge revenues from INWIT S.p.A.
171 Supply of services for BTS sites, monitoring and security
services, management and maintenance services
— Supply contracts connected with
investment and
operation
1 Supply and certification of SIM CARDS, software systems
3 Cost of the risk for loans
2 Supply, installation and technical assistance services for
geolocation equipment provided as part of offers to TIM
customers, software development
177
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
384
STATEMENT OF CASH FLOWS LINE ITEMS
(million euros)
2022
2021
Type of contract
Purchase of intangible, tangible
and rights of use assets on an
accrual basis
INWIT S.p.A.
ITALTEL S.p.A.
Movenda S.p.A.
Total purchase of intangible,
tangible and rights of use
assets on an accrual basis
7
32
—
39
7 IRU acquisition of backhauling connections, supply of
plants, installation and related activations for the extension
of indoor radio mobile coverage relating to TIM offerings to
end customers
— Software development, FTTH design for FiberCop works,
supply of hardware and software, installations of hardware
and engineering services for the network platforms
1 Supply and development of system software
8
TIM S.p.A. has issued guarantees on behalf of subsidiaries, associates and joint ventures for a total of 5,588
million euros, net of back-to-back guarantees received (5,542 million euros at December 31, 2021).
In particular, the following is noted: 3,750 million euros on behalf of Telecom Italia Capital S.A. (3,532 million
euros at December 31, 2021); 1,183 million euros on behalf of Telecom Italia Finance S.A. (1,348 million euros at
December 31, 2021); 200 million euros on behalf of the Sparkle group (281 million euros at December 31, 2021);
99 million euros on behalf of Olivetti S.p.A. (107 million euros at December 31, 2021); 116 million euros on
behalf of Telenergia S.p.A. (128 million euros at December 31, 2021).
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
385
Transactions with other related parties (through directors,
statutory auditors and key managers, as well as participants in
shareholder agreements pursuant to Article 122 of the
Consolidated Law on Finance)
Details are provided below of the transactions with:
■ Vivendi Group and the companies of the group that it belongs to;
■ Cassa Depositi e Prestiti Group and Group subsidiaries;
■ Companies related through Directors, Statutory Auditors and Key Managers with strategic responsibilities.
SEPARATE INCOME STATEMENT LINE ITEMS
(million euros)
Revenues
Cassa Depositi e Prestiti Group
2022
80
Total revenues
Acquisition of goods and
services
Cassa Depositi e Prestiti Group
Havas Group
Vivendi group
Total acquisition of goods and
services
80
4
69
4
77
2021
Type of contract
22 IRU transfer of rights to use dark fiber installation and
infrastructures; supply of housing, dark fiber maintenance
and dedicated GEA/Giganet connectivity services, fixed and
mobile voice services and devices, Microsoft licenses,
application outsourcing services, cloud services,
maintenance services
22
2 Supply of cloud enabling services for the award of cloud
computing services, security, the development of on-line
services and portals and applicative cooperation for the
Public Administrations, Concession of the installation of
sheaths for telecommunication cables along the motorway
segments (occupation of soil and movement of cables), use
and maintenance of the former Metroweb network of Milan
and Genoa (primary network portion)
74 Purchase of media space on behalf of TIM and
development and delivery of advertising campaigns
3 Operative management of the Telecom Italia S.p.A. on-line
store platform called “TIM I Love Games” and related
developments and supply of the TIM Cloud Gaming
(TIMGAMES) services in SaaS mode
79
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
386
STATEMENT OF FINANCIAL POSITION LINE ITEMS
(million euros)
Net financial debt
Non-current financial assets
Other statement of financial
position line items
Trade and miscellaneous
receivables and other current
assets
Cassa Depositi e Prestiti Group
Total trade and miscellaneous
receivables and other current
assets
Miscellaneous payables and
other non-current liabilities
Cassa Depositi e Prestiti Group
Total miscellaneous payables
and other non-current liabilities
Trade and miscellaneous
payables and other current
liabilities
Cassa Depositi e Prestiti Group
Havas Group
Vivendi group
Total trade and miscellaneous
payables and other current
liabilities
12/31/2022
12/31/2021
Type of contract
1
27
27
19
19
17
30
2
49
1 Non-current financial receivables arising from
contracts for Cassa Depositi e Prestiti
lease
20 IRU transfer of rights to use dark fiber installation and
infrastructures; supply of housing, dark fiber maintenance
and dedicated GEA/Giganet connectivity services, fixed
and mobile voice services and devices, Microsoft licenses,
application
services,
maintenance services
outsourcing
services,
cloud
20
23 Deferred subscription charges revenues
23
for
telecommunication cables along
9 Supply of cloud enabling services for the award of cloud
computing services, security, the development of on-line
services and portals and applicative cooperation for the
Public Administrations, Concession of the installation of
sheaths
the
motorway segments (occupation of soil and movement of
cables), use and maintenance of the former Metroweb
network of Milan and Genoa (primary network portion)
34 Purchase of media space on behalf of TIM and
development and delivery of advertising campaigns
1 Operative management of the Telecom Italia S.p.A. on-
line store platform called “TIM I Love Games” and related
developments and supply of the TIM Cloud Gaming
(TIMGAMES) services in SaaS mode
44
STATEMENT OF CASH FLOWS LINE ITEMS
2022
(million euros)
3
Purchase of intangible and
tangible assets on an accrual
basis
2021
Type of contract
15 Concession of
the
cables along
installation of
for
telecommunication
the motorway
segments (occupation of soil and movement of cables),
use and maintenance of the former Metroweb network
of Milan and Genoa (primary network portion) to Cassa
Depositi e Prestiti Group
sheaths
Dividends paid
Cassa Depositi e Prestiti Group
Vivendi group
Total dividends paid
—
—
—
15 Dividends
36 Dividends
51
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
387
Transactions with pension funds
The most significant amounts are summarized as follows:
SEPARATE INCOME STATEMENT LINE ITEMS
(million euros)
Employee benefits expenses
Fontedir
Telemaco
Total Employee benefits
expenses
2022
2021
Type of contract
7
59
66
Contributions to pension funds
8
56
64
STATEMENT OF FINANCIAL POSITION LINE ITEMS
(million euros)
12/31/2022
12/31/2021
Type of contract
Trade and miscellaneous
payables and other current
liabilities
Fontedir
Telemaco
Total trade and miscellaneous
payables and other current
liabilities
Payables for contributions to pension funds
3
18
21
3
18
21
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
388
Remuneration to key managers
In 2022, the total remuneration recorded on an accrual basis by TIM S.p.A. in respect of key managers
amounted to 20 million euros (32 million euros at December 31, 2021). The figure breaks down as follows:
(million euros)
Short-term remuneration
Long-term remuneration
Employment termination benefit incentives
Share-based payments (*)
Total
2022
13
1
4
2
20
2021
8
—
18
6
32
(*) These refer to the fair value, accrued to December 31, 2022, of rights under the incentive plans of TIM S.p.A. (Long Term Incentive and Stock
Options Plan).
Short-term remuneration is paid during the reference year, and, at the latest, within the six months following
the end of that period.
In 2022, the contributions paid in to defined contribution plans (Assida and Fontedir) by TIM S.p.A. or by
subsidiaries of the Group on behalf of key managers, amounted to 212 thousand euros (140 thousand euros at
December 31, 2021).
With regard to the remuneration of directors and statutory auditors due for the year 2022, pursuant to Article
2427, no. 16 of the Italian Civil Code, reference should be made to the Compensation Report, available at the
Company’s
address:
www.gruppotim.it/it/gruppo/governance/remunerazione/relazione.html.
Company’s website
headquarters
following
and
the
the
on
at
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
389
In 2022, “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:
Managing Director and Chief Executive Officer of TIM S.p.A.
General Manager of TIM S.p.A.
(1) Diretor Presidente TIM S.A.
(2) Diretor Presidente TIM S.A.
(3) a.i. Head of Human Resources, Organization & Real Estate
(4) Chief Financial Office
(5) Chief Human Resources, Organization, Real Estate & Transformation Office
(6) Chief Human Resources, Organization & Real Estate Office
(7) Chief Human Resources & Organization Office
Head of Procurement
(8) Head of Security
Chief Enterprise Market Office
Chief Regulatory Affairs Office
Head of Legal & Tax
Chief Strategy & Business Development Office
(9) Chief Network, Operations & Wholesale Office
(10) Chief Executive Officer of TI Sparkle
(11) Chief Financial Office
(12) Chief Consumer, Small & Medium Market Office
(13) Chief Public Affairs & Security Office
Chief Executive Officer of Telsy
(14) Chief Enterprise and Innovative Solutions Office
(15) Chief Executive Officer of Noovle
(16) Chief Network, Operations & Wholesale Office
Directors:
Pietro Labriola
Managers:
Alberto Maria Griselli
Giovanna Bellezza
Adrian Calaza Noia
Paolo Chiriotti
Simone De Rose
Stefano Grassi
Massimo Mancini
Giovanni Gionata Massimiliano Moglia
Agostino Nuzzolo
Claudio Giovanni Ezio Ongaro
Elisabetta Romano
Giovanni Ronca
Andrea Rossini
Eugenio Santagata
Elio Schiavo
Stefano Siragusa
(1) To January 31, 2022
(2) From February 1, 2022
(3) To March 29, 2022
(4) From March 1, 2022
(5) From March 30, 2022 to August 2, 2022
(6) From August 3, 2022 to October 16, 2022
(7) From October 17, 2022
(8) To April 8, 2022
(9) From August 3, 2022
(10) From August 3 to November 16, 2022
(11) To February 28, 2022
(12) From February 21, 2022
(13) From April 9, 2022
(14) From May 16, 2022
(15) From November 29, 2022
(16) To August 2, 2022
TIM S.p.A. Separate
Financial Statements
Note 36
Related-party transactions
390
NOTE 37
EQUITY COMPENSATION PLANS
Equity compensation plans in force at December 31, 2022, are used for attraction and retention purposes, and
as a long-term incentive for the managers and employees of the Group.
However, it should be noted that these plans do not have any significant effect on the economic result or on
the financial position or on cash flows at December 31, 2022.
A summary is provided below of the plans in place at December 31, 2022. For more information on the plans in
place at December 31, 2021, see the Separate Financial Statements of TIM S.p.A. at December 31, 2021.
Description of stock option plans
TIM S.p.A. 2022-2024 Stock Option Plan
The Shareholders’ Meeting held on April 7, 2022, approved the one-shot 2022-2024 Stock Option Plan. The Plan
aims to encourage Beneficiaries to create value for the Company’s shareholders, aligning management’s
interests with the interests of TIM shareholders in terms of achieving the qualified objectives of the Industrial
Plan and growth in the value of the Share in the medium-term. The Plan intends to also assure the possibility
of attracting new managers from the outside, as the Industrial Plan is implemented.
The 2022-2024 Stock Options Plan is intended for the CEO, Top Management and a select number of
managers of the TIM Group who hold key roles in terms of achieving the Strategic Plan objectives. Addressees
are, in addition to the CEO, broken down into three pay opportunity brackets according to the contribution and
impact of the role held on the company's strategic objectives; for each bracket, the number of option rights
attributed at target, is determined.
The Plan has a strike price of 0.4240 euros, a three-year vesting period (1/1/2022-12/31/2024) and a two-year
exercise period (from approval of the 2024 financial statements and through to the next two years).
The following performance conditions are also envisaged for the three-year period 2022-2024:
■ Cumulative (reported) Economic-financial indicator (EBITDA-CAPEX) with a weight of 70%
■ ESG indicators with a total weight of 30%, structured into:
•
•
percentage of women in positions of responsibility (15%)
percentage of consumption of renewable energies (15%).
The level of achievement of the indicators determines the accrual of option rights over an interval that ranges
from -10% to + 10% with respect to the target number allocated per bracket.
A cap is also envisaged that is commensurate to the maximum economic benefit, calculated by applying a
normal value of the share at the moment of assessment of the performance conditions (2024 financial
statements), assumed as 1.5 euros, to the number of option rights assigned at target. The cap is applied when
the option rights accrue and impacts the number of option rights that can be assigned.
The clawback clause also applies to all addressees of this plan, up to the point of exercise of the option rights.
At December 31, 2022, there were a total of 131 addressees and the number of options assigned at target is
206,210,000.
For more details, see the information document on the initiative available for consultation at the link
Information Document on the 2022-2024 Stock Options Plan (2022-2024 SOP Information Document).
The level of achievement of the indicators determines the accrual of option rights over an interval that ranges
from -10% to + 10% with respect to the target number allocated per bracket.
A cap is also envisaged that is commensurate to the maximum economic benefit, calculated by applying a
normal value of the share at the moment of assessment of the performance conditions (2024 financial
statements), assumed as 1.5 euros, to the number of option rights assigned at target. The cap is applied when
the option rights accrue and impacts the number of option rights that can be assigned.
The clawback clause also applies to all addressees of this plan, up to the point of exercise of the option rights.
At December 31, 2022, there were a total of 131 addressees and the number of options assigned at target is
206,210,000.
For more details, see the information document on the initiative available for consultation at the link
Information
Plan
(https://www.gruppotim.it/content/dam/gt/investitori/doc---avvisi/anno-2022/ita/Doc-informativo-Piano-
stock-opt/ion-22-24.pdf).
2022-2024
Document
Options
Stock
the
on
TIM S.p.A. Separate
Financial Statements
Note 37
Equity compensation plans
391
Description of compensation plans
TIM S.p.A. - Long Term Incentive Plan 2020-2022
The Shareholders' Meeting of April 23, 2020 approved the launch of the rolling and equity based long-term
incentive plan called LTI 2020-2022.
The Plan envisaged three incentive cycles, connected with the performance three-year periods 2020-2022,
2021-2023, 2022-2024; over time, two of the three incentive cycles have been launched: 2020-2022, 2021-2023.
Each cycle of the plan is divided into two parties:
■ Performance Share: free allocation of Company ordinary shares, the maturity of which is subject to an
access gate and two performance conditions, given below.
■ Attraction/Retention Share: free allocation of Company ordinary shares, the maturity of which is subject
to the continuity of the employment relationship with TIM or TIM Group companies.
In relation to the Performance Share component, the performance conditions are as follows:
■ access gate, represented by the value of the security, which at the end of each cycle must be equal to or
greater than the value of the security at the start of the same cycle (refer to the normal value of the share
equal to the average of the official closing prices of the Stock Exchange 30 days prior to the start and end
of the Plan cycle);
■ NFP/EBITDA ratio, with relative weighting equal to 40%;
■ Relative performance (TSR) of the ordinary share compared to a basket of Peers, with a relative weighting
of 60%.
A payout bonus/malus mechanism equal to 4% is applied to both components (Performance Share and
Attraction/Retention Share), linked, in equal measure,
■
■
to the percentage growth of use of renewable energy out of total energy and to the reduction of indirect
emissions of CO2 (2020-2022 cycle);
to the percentage growth of use of renewable energy out of total energy and the increase in the female
presence in the managerial population (2021-2023 cycle).
Target recipients are the Chief Executive Officer, the Top Management and a selected segment of TIM Group
management.
For the CEO, 100% of the Pay Opportunity is linked to the Performance Share component. For the remaining
recipient managers, 70% of the Pay Opportunity is linked to the Performance Share and the remaining 30% to
the Attraction/Retention Shares.
On April 7, 2022, the Shareholders’ Meeting approved, after acknowledging the changes in scenario, the
obsolescence of the 2020-22 Long Term Incentive Plan and replaced the third cycle of this plan with the new
2022-2024 Stock Options Plan described previously.
2020-2022 Cycle
The final results of the performance indicators tied to this cycle will be submitted for approval by the Board of
Directors on March 15, 2023.
Valuation at December 31, 2022 of the gate to accessing maturity of the performance shares is below the
value of the share at the Plan start-up: failure to satisfy the Gate condition determines the forfeiture of
37,201,463 performance shares at target and the maintenance - for the 102 recipients continuing their
employment with TIM or Group subsidiaries at 12/31/2022 - of the right to receive a total of 10,879,774 shares
(attraction/retention shares), considering the application of the ESG correction factor to the comprehensive
payout in the amount of + 4%.
2021-2023 Cycle
At December 31, 2022, the cycle provides for the 144 recipients to be entitled to receive an award of 42,104,350
shares upon achievement of the target, subject to:
■
the gate condition and application of the ESG correction for performance shares;
■ application of the ESG correction and continuity of the contract of employment for attraction/retention
shares.
TIM S.p.A. Separate
Financial Statements
Note 37
Equity compensation plans
392
NOTE 38
SIGNIFICANT NON-RECURRING EVENTS AND
TRANSACTIONS
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:
(million euros)
Equity Profit (loss) for
the year
Net financial
debt
Cash flows (*)
Carrying amount
Revenues - Revenue adjustments
Other income
Acquisition of goods and services - Expenses
related to agreements and the development of
non-recurring projects
Employee benefits expenses - Charges connected
to corporate reorganization/restructuring and
other costs
Other operating expenses - Expenses related to
disputes and regulatory sanctions and potential
liabilities related to them, and expenses related to
disputes with former employees and liabilities with
customers and/or suppliers for other provisions
and charges
Other operating expenses - Sundry expenses
Net gains on disposals of other investments
Goodwill Impairment loss
Other finance expenses
Tax realignment pursuant to Decree Law 104/2020
Art. 110
Total non-recurring effects
Figurative amount
(a)
14,252
—
23
(30)
(3,077)
—
23
(30)
(537)
(537)
(75)
(75)
(1)
313
—
(10)
(1,964)
(2,281)
16,533
(1)
313
—
(10)
(1,964)
(2,281)
(796)
(b)
(a-b)
(*) Cash flows refer to the increase (decrease) in Cash and cash equivalents during the year.
22,139
—
6
29
425
400
53
(1,265)
—
—
—
(352)
22,491
(3,005)
—
(6)
(29)
(425)
(400)
(53)
1,265
—
—
—
352
(3,357)
Flows relating to “Other operating expenses - Expenses related to disputes and regulatory sanctions and
potential liabilities related to them, and expenses related to disputes with former employees and liabilities with
customers and/or suppliers and other provisions and charges” include the effects connected with use of the
Contractual risk provisions for onerous contracts (IAS 37).
More specifically, in 2021, the net present value of the negative margin relating to contracts with certain
counterparties for multimedia contents offers, including those between TIM and DAZN, was set aside.
Starting from the 2022 financial year, use of the aforementioned Provision over the contractual term makes it
possible to offset the negative item of the margin (EBITDA) - referring to both the operating performance of
the business and commitments in terms of prices that TIM is contractually obliged to pay to counterparties -
thereby obtaining a null operating margin (organic) for the content business.
From a financial viewpoint, the negative margin covered by the Risks Provision has an equal impact on the Net
Financial Position and cash flows. For the DAZN contract, TIM is contractually obliged to pay advance
installments for each year (July 1-June 30, corresponding to each championship season).
In August 2022, TIM and DAZN reached a new agreement that - in amending the clauses previously in place -
allows DAZN to distribute football rights to show the TIM Serie A championship matches through any third
party, surpassing the previous system of TIM exclusivity. The new contractual structure has no impact on TIM
customers, who continue to enjoy matches through TimVision, the most advantageous streaming platform
with the best selection of content available on the market. At the same time, the objective is achieved of
distributing rights over multiple platforms with a view to developing a more sustainable economic model that
would also be less volatile.
During 2022, TIM S.p.A. also recorded a provision of 41 million euros for onerous contracts relating to a multi-
year agreement stipulated in 2021 which committed the Company to minimum purchases and the total
estimated cost of which for the residual duration of the agreement became apparent in 2022.
The Provision for contractual risks for onerous contracts at December 31, 2022 came to 247 million euros.
TIM S.p.A. Separate
Financial Statements
Note 38
Significant non-recurring events and transactions
393
The impact of non-recurring items on the separate income statement line items is as follows:
(million euros)
2022
2021
(3)
(5)
2
(38)
(38)
(358)
(358)
(735)
(610)
23
—
23
(30)
(30)
(537)
(537)
(76)
(75)
Operating revenues and other income
Revenue adjustments
Other income
Acquisition of goods and services, Change in inventories
Professional expenses, consulting services and other costs
Employee benefits expenses
Expenses related to corporate reorganization/restructuring and other costs
Other operating expenses
Expenses related to disputes and regulatory sanctions and potential liabilities related to
them, and expenses related to disputes with former employees and liabilities with
customers and/or suppliers for other provisions and charges
Sundry expenses
Impact on Operating profit (loss) before depreciation and amortization, capital gains
(1,134)
(losses) and impairment reversals (losses) on non-current assets (EBITDA)
(4,120)
Impairment reversals (losses) on non-current assets
Goodwill impairment loss
(4,120)
(5,254)
Impact on EBIT
9
Other income (expenses) from investments
(1)
Other finance income (expenses)
(5,246)
Impact on profit (loss) before tax
Tax realignment pursuant to Decree Law 104/2020 Art. 110
(3,785)
270
Income tax expense on non-recurring items
(8,761)
Impact on profit (loss) for the year
Further details on the tax realignment are provided in the Note "Income tax expense (current and deferred)" in
these Financial Statements.
(620)
—
—
(620)
313
(10)
(317)
(1,964)
—
(2,281)
(125)
(1)
TIM S.p.A. Separate
Financial Statements
Note 38
Significant non-recurring events and transactions
394
NOTE 39
POSITIONS OR TRANSACTIONS RESULTING
FROM ATYPICAL AND/OR UNUSUAL
OPERATIONS
In accordance with Consob Communication DEM/6064293 of July 28, 2006, a statement is made to the effect
that in 2022 no atypical and/or unusual transactions, as defined by that Communication, were pursued.
NOTE 40
OTHER INFORMATION
Research and Development
Costs for research and development activities are represented by external costs, dedicated employee benefits
expenses and depreciation and amortization. Details are as follows:
(million euros)
2022
2021
Research and development costs expensed during the year
Capitalized development costs
Total research and development costs (expensed and capitalized)
50
854
904
56
963
1,019
The decrease recorded in 2022 is due to the stabilization of implementation activities connected with the new
generation networks.
In the 2022 separate income statement, depreciation/amortization charges totaling 823 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
("Research and Development" section).
Lease income
TIM has entered into lease agreements for land and buildings for office use and industrial use, infrastructure
sites for the mobile network and network infrastructures; at December 31, 2022, the lease installments at
nominal value still to be collected totaled:
(million euros)
Within next year
From 1 to 2 years after the end of the reporting period
From 2 to 3 years after the end of the reporting period
From 3 to 4 years after the end of the reporting period
From 4 to 5 years after the end of the reporting period
Beyond 5 years after the end of the reporting period
Total
12/31/2022
110
54
53
49
48
45
359
12/31/2021
115
51
49
48
45
43
351
TIM S.p.A. Separate
Financial Statements
Note 39
Positions or transactions resulting from atypical and/or unusual operations
395
Public Funds
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
Area of intervention Received in 2022
(million euros)
Received in 2021
(million euros)
Fondimpresa/Fondirigenti
Infratel
training
construction of Broadband and Ultrabroadband
infrastructure
Ministry of Enterprises
and Made in Italy
(formerly the Ministry of
Economic Development)
ANPAL
Other (*)
Total
(*) 2021 - MiSE, Fondimpresa/Fondirigenti, MUR (formerly MIUR)
research and innovation
training
innovation and Digital Divide
3
3
3
9
3
53
1
57
Summary schedule of fees due to the audit firm and other
firms in its network
The following schedule reports the fees due to EY S.p.A. for the audit of the 2022 financial statements, and the
fees referring to the year 2022 for other audit and review services, and for other services besides audit
rendered to TIM by EY and other firms in the EY network. This also includes the out-of-pocket expenses
incurred in 2022 in relation to said services.
(in euros)
Audit services:
audit of the separate financial statements
audit of the consolidated financial statements
audit of the internal control system that supervises the process of
preparation of the consolidated financial statements and limited statutory
audit of the financial disclosure as at March 31 and September 30
limited audit of the half-year consolidated financial statements
other
Audit services with the issue of certification
Certification of compliance of the Consolidated Non-Financial Statement
Other services
Total 2022 fees due for auditing and other services to the EY network
Out-of-pocket expenses
Total
EY S.p.A.
1,011,078
208,975
1,043,590
211,318
276,682
64,000
78,025
65,000
2,958,668
27,765
2,986,433
TIM S.p.A.
Other firms
of the EY
network
—
—
Total EY
network
1,011,078
208,975
1,043,590
211,318
276,682
64,000
78,025
65,000
2,958,668
27,765
2,986,433
TIM S.p.A. Separate
Financial Statements
Note 40
Other Information
396
NOTE 41
EVENTS SUBSEQUENT TO DECEMBER 31, 2022
TIM successfully placed an 850 million euro bond with 5-year
maturity
Following approval by the Board of Directors on January 18, 2023 and after completion of bookbuilding, TIM
S.p.A. has successfully placed an 850-million euro fixed-rate unsecured bond offered to institutional investors.
The proceeds from the new issue will be used to optimize and refinance the maturities of existing debt.
The details are shown below:
Issuer: TIM S.p.A.
Amount: 850 million euros
Settlement date: January 27, 2023
Maturity: February 15, 2028
Coupon: 6.875%
Issue price: 100.0%
Redemption price: 100.0%
The bond regulation sets out various commitments typical of these types of transactions for the issuer,
including the limit of granting guarantees over
its assets or implementing extraordinary corporate
transactions, except where certain covenants are met.
The bond was listed on the Luxembourg stock exchange Euro MTF market. The ratings agencies Moody’s, S&P
and Fitch have attributed a rating to the bond respectively of B1, B+ and BB-.
TIM: non-binding offers for the purchase of Netco
On February 2, 2023, TIM reported having received from Kohlberg Kravis Roberts & Co. L.P. (“KKR”) a non-
binding offer (“KKR NBO”) for the purchase of a stake in a newco being established, coinciding with the
managerial and infrastructural scope of the fixed network, including the assets and business of FiberCop, as
well as the holding in Sparkle (the “Netco”). The non-binding offer refers to a share to be defined, without
prejudice to the fact that the purchase would result in the loss of vertical integration with respect to TIM. The
TIM Board of Directors - which met on February 2, 2023 to start the process relating to the examination of the
non-binding offer - decided to meet again on February 24, 2023 to resolve on the non-binding offer received
from KKR for NetCo, also notifying its willingness to assess any alternatives as may become concrete in the
meantime and continue talking to its stakeholders.
In connection with the press news regarding the non-binding offer on TIM’s fixed infrastructure presented by
KKR, on the request of Consob, the Company has clarified that unless otherwise agreed by the parties, the
offer shall last for 4 weeks from the date on which it was submitted (February 1) and the Board of Directors
would be meeting in the meantime to discuss the offer and make the relevant decisions.
As is standard practice for transactions of this type, the non-binding offer is only approximate and is subject to
analyses, investigations and assessments to be carried out in the meantime, also discussing this with KKR. On
the other hand, and as already reported, TIM is ready to consider alternative options.
Thereafter, on February 21, 2023, TIM reported having received a letter from KKR extending the deadline of this
offer to March 24, 2023. More specifically, as indicated in the letter, the extension of the deadline is due to a
request made by the government to have another four weeks within which to carry out a joint analysis of the
publishing aspects of the transaction, concerning the powers that can be exercised by the government in the
sector. KKR has, however, confirmed that is willing to continue a constructive dialog with TIM and proceed with
due diligence.
On February 24, 2023, TIM S.p.A.’s Board of Directors examined the contents of the KKR NBO and the letter of
extension received on February 21, 2023, also with the help of the analyses and investigations carried out by
the management with the support of the advisors. In light of the information received, the Board has much
appreciated the interest expressed in said NBO, despite considering that it does not fully reflect the value of
the asset and TIM’s expectations, also in terms of the sustainability of the company resulting from the
operation considered therein. Therefore, in order to foster the alignment of the conditions of the operation
proposed with respect to the strategic context relevant to TIM, the Board has resolved to make certain specific
information available to KKR - on a non-exclusive basis - and to request the additional indications necessary to
fully understand the topics and economics of the proposal. The above is with the aim of receiving an improved
offer following such exchanges of information, by the deadline of March 31, 2023.
On March 5, 2023, TIM reported having received from a consortium consisting of CdP Equity S.p.A. (CDPE) and
Macquarie Infrastructure and Real Assets (Europe) Limited, acting on behalf of a group of investment funds
managed or assisted by the Macquarie Group (the “Consortium”), a non-binding offer (the “Consortium NBO”)
for the purchase of 100% of a company being established, substantially responsible for the managerial and
infrastructural scope of the fixed network, including the assets and business of FiberCop and the investment in
Sparkle (the “Netco”).
The Board examined the contents of the Consortium NBO, also through analyses and investigations by the
management and with the support of the advisors.
TIM S.p.A. Separate
Financial Statements
Note 41
Events subsequent to December 31, 2022
397
In light of the information received, the Board much appreciated the interest expressed in such Consortium
NBO, despite considering that - just like the KKR NBO - it did not reflect the value of the asset and TIM’s
expectations. Therefore, in compliance with what had happened in the context of the KKR NBO, in order to
foster the alignment of the conditions of the operation proposed with respect to the strategic context relevant
to TIM, the Board has resolved to make certain specific information available to the Consortium - on a non-
exclusive basis - and to request the additional indications necessary to fully understand the topics and
economics of the Consortium NBO.
In addition, in order to allow both the Consortium and KKR to submit their best offers in a defined competitive
process, it appointed the Chief Executive Officer, Pietro Labriola, to start a regulated process, sending both
offerers, through their advisors, a process letter setting out:
■
■
the terms that would give them access to additional, specific information, identical for both offerers;
the ways by which each could submit a better non-binding offer by April 18, 2023.
The Board also resolved to assign the Related Parties Committee the task of carrying out due investigations in
respect of both offers.
Agreement with the trade unions pursuant to Art. 4 of Law
92/2012
On March 21, 2023, TIM S.p.A. and the Trade Unions signed an agreement pursuant to Art. 4 of Italian Law no.
92/2012. The agreement involves an incentive to take redundancy for up to 2,000 people and is valid until
November 30, 2023.
TIM S.p.A. Separate
Financial Statements
Note 41
Events subsequent to December 31, 2022
398
NOTE 42
LIST OF INVESTMENTS IN SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES
(thousands of
euros)
Reg. office
Equity
(1) (2)
Profit/
(loss) (1)
% Ownership Share of equity
(A) (3)
Investments in subsidiaries
CD FIBER
FIBERCOP
NOOVLE S.p.A.
Società Benefit
OLIVETTI S.p.A.
Società Benefit
TELECOM ITALIA
CAPITAL S.A.
TELECOM ITALIA
FINANCE S.A.
TELECOM ITALIA
LATAM PARTIC. E
GESTÃO ADMIN.
Share
capital
(1)
50
10,000
1,000
Rome Euro
Milan Euro
Milan Euro
Ivrea (TO) Euro
11,000
Luxembourg Euro
2,336
Luxembourg Euro 1,818,692
SanPaolo (Brazil)
R$
Euro
San Marino Euro
118,926
21,370
1,808
44
5,526,008
1,004,497
33,075
92,133
6,097,742
(72,583)
(13,042)
11,044
—
457,718
(78,209)
(13,937)
6,502
89,740
(5,325)
(957)
33,998
Rome Euro 200,000
216,505
(45,316)
Milan Euro
Naples Euro
Rome Euro
Turin Euro
10
3,000
50
5,390
91,841
43,058
10,658
30,031
34,156
3,853
1,239
2,534
Carrying
amount
(B) (4)
Difference
(B-A)
43
2,965,611
1,079,786
33,074
(1)
(239,473)
75,589
—
2,388
(89,745)
44
3,205,084
1,004,197
33,074
92,133
6,060,042 (3)
5,914,971
(145,071)
(13,042) (5)
11,044
—
7,565
13,042
(3,479)
323,427 (6)
587,840
264,413
91,841
43,058
10,658
30,031
63,635
(28,206)
12,632
50
19,522
(30,426)
(10,608)
(10,509)
100.00 %
58.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
Rio de Janeiro (Brazil)
R$
Euro
1,500
270
1,451
261
(44)
(8)
69.9996%
183
181
(2)
Rio de Janeiro (Brazil)
R$ 7,169,030
Euro 1,288,189
10
2,402
50
Rome Euro
Milan Euro
Rome Euro
11,103,756
1,995,212
5,692
87,616
3,969
847,323
152,254
2,041
8,946
(12,548)
0.00000001 %
100.00 %
100.00 %
100.00 %
—
5,692
87,616
3,969 (5)
—
10
15,143
6,084
10,708,535
—
(5,682)
(72,473)
2,115
(280,516)
TELECOM ITALIA
SAN MARINO
TELECOM ITALIA
SPARKLE
TELECOM ITALIA
VENTURES
TELECONTACT
CENTER
TELENERGIA
TELSY
TIAUDIT
COMPLIANCE
LATAM
(in liquidation)
TIM BRASIL
SERVIÇOS E
PARTICIPAÇÕES
TIM MY BROKER
TIM RETAIL
TIM SERVIZI
DIGITALI
TIM S.p.A. Separate Financial
Statements
Note 42
List of investments in subsidiaries, associates and joint ventures
399
(thousands of
euros)
Reg. office
Investments in associates and joint ventures
AREE URBANE (in
liquidation)
DAPHE 3
ITALTEL
NORDCOM
POLO STRATEGICO
NAZIONALE
TIGLIO I
TIMFIN
Milan Euro
Milan Euro
Rome Euro
Milan Euro
Rome Euro
Milan Euro
Turin Euro
Share
capital
(1)
100
100
5,693
5,000
3,000
100
40,000
Equity
(1) (2)
Profit/
(losses)
(1)
Ownership
(%) Share of equity
(A) (3)
(114,180)
2,276,385
50,824
15,307
11,895
117
41,924
(3,757)
83,770
5,437
653
(105)
(43)
(3,528)
32.62 %
10.00 %
17.72 %
42.00 %
45.00 %
47.80 %
49.00 %
(37,246)
227,639
9,006
6,429
5,353
56
20,543
Carrying
amount
(B) (4)
Difference
(B-A)
—
234,247
10,262
2,143
5,400
—
26,950
279,002
37,246
6,608
1,256
(4,286)
47
(56)
6,407
47,222
(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.
TIM S.p.A. Separate Financial
Statements
Note 42
List of investments in subsidiaries, associates and joint ventures
400
CERTIFICATION OF THE FINANCIAL STATEMENTS
PURSUANT TO ARTICLE 81-TER OF THE CONSOB
REGULATION 11971 DATED MAY 14, 1999, WITH
AMENDMENTS AND ADDITIONS
1. We, the undersigned, Pietro Labriola, as Chief Executive Officer, and Adrian Calaza Noia, as Manager
responsible for preparing TIM S.p.A. financial reports, certify, having also considered the provisions of
Article 154-bis, subsections 3 and 4, of Italian Legislative Decree 58 of February 24, 1998:
–
–
the adequacy in relation to the characteristics of the company and
the effective application of the administrative and accounting procedures used in the preparation of
the annual financial statements for the 2022 fiscal year.
2. TIM has adopted the Internal Control – Integrated Framework Model (2013), issued by the Committee of
Sponsoring Organizations of the Treadway Commission, as its framework for the establishment and
assessment of its internal control system, with particular reference to the internal controls for the
preparation of the financial statements.
3. The undersigned also certify that:
3.1 The financial statements at December 31, 2022:
a)
b)
c)
are prepared in conformity with international accounting standards endorsed by the European
Union pursuant to EC Regulation 1606/2002 of the European Parliament and of the Council of July
19, 2002 (International Financial Reporting Standards – IFRS) as well as the legislation and
regulations in force in Italy with particular reference to Article 154-ter of Legislative Decree 58 of
February 24, 1998 and the measures enacted for the implementation of Article 9 of Legislative
Decree 38 of February 28, 2005;
agree with the results of the accounting records and entries;
provide a true and fair view of the financial position, financial performance and cash flows of the
Company;
3.2 The report on operations contains a reliable operating and financial review of the Company, as well as
the description of its exposure to the main risks and uncertainties. The Report on Operations also
contains a reliable analysis of information concerning significant related-party transactions.
March 15, 2023
Chief Executive Officer
/ signed /
_________________________
Pietro Labriola
Manager Responsible for
Preparing the Corporate
Financial Reports
/ signed /
_______________________
Adrian Calaza Noia
TIM S.p.A. Separate
Financial Statements
Certification of the Financial Statements 401
INDEPENDENT AUDITORS’ REPORT
TIM S.p.A. Separate
Financial Statements
Independent Auditors’ Report 402
EY S.p.A.
Via Meucci, 5
10121 Torino
Tel: +39 011 5161611
Fax: +39 011 5612554
ey.com
Independent auditor’s report pursuant to article 14 of Legislative
Decree n. 39, dated 27 January 2010 and article 10 of EU Regulation
n. 537/2014
(Translation from the original Italian text)
To the Shareholders of
TIM S.p.A.
Report on the Audit of the Separate Financial Statements
Opinion
We have audited the separate financial statements of TIM S.p.A. (the Company), which comprise the
statement of financial position as at December 31,2022, and the separate income statement, the
statement of comprehensive income, statement of changes in equity and statement of cash flows for
the year then ended, and notes to the separate financial statements, including a summary of
significant accounting policies.
In our opinion, the separate financial statements give a true and fair view of the financial position of
the Company as at December 31, 2022, and of its financial performance and its cash flows for the
year then ended in accordance with International Financial Reporting Standards as adopted by the
European Union and with the regulations issued for implementing art. 9 of Legislative Decree n.
38/2005.
Basis for Opinion
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 Separate Financial Statements section of our report. We are independent of the Company
in accordance with the regulations and standards on ethics and independence applicable to audits of
separate financial statements under Italian Laws. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the separate financial statements of the current period. These matters were addressed in
the context of our audit of the separate financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
We identified the following key audit matters:
EY S.p.A.
Sede Legale: Via Meravigli, 12 – 20123 Milano
Sede Secondaria: Via Lombardia, 31 – 00187 Roma
Capitale Sociale Euro 2.525.000,00 i.v.
Iscritta alla S.O. del Registro delle Imprese presso la CCIAA di Milano Monza Brianza Lodi
Codice fiscale e numero di iscrizione 00434000584 - numero R.E.A. di Milano 606158 - P.IVA 00891231003
Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/2/1998
Iscritta all’Albo Speciale delle società di revisione
Consob al progressivo n. 2 delibera n.10831 del 16/7/1997
A member firm of Ernst & Young Global Limited
Key Audit Matter
Impairment test of goodwill
Audit Response
As of December 31, 2022, goodwill amounts
to Euro 12,064 million and refers to the
Domestic cash generating unit ("CGU").
The processes and methodologies used by
the Company to evaluate and determine the
recoverable amount of the Domestic CGU,
are based on assumptions that are in some
cases complex and that, due to their nature,
imply the use of judgement by Management,
in particular with reference to the forecast of
future cash flows and to the estimate of the
long-term growth and discount rates applied
to the future cash flow forecasts.
Considering the level of judgment required
and the complexity of the assumptions
applied in estimating the recoverable amount
of goodwill, we considered this area a key
audit matter.
Disclosures related to the assessment of
goodwill are reported in note 3 "Goodwill"
and in note 2 "Accounting policies" in the
paragraphs “Intangible assets - Goodwill”,"
Impairment of intangible, tangible and rights
of use assets - Goodwill" and "Use of
estimates".
Our audit procedures in response to the key
audit matter included, among others:
► the assessment of the processes
implemented by the Company with
reference to the criteria and methodology
of the impairment test;
► the validation of the CGUs perimeter and
test of the allocation of the carrying value
of the Company’s assets to each CGU;
► the assessment of the reasonableness of
the future cash flow forecasts, including
comparisons with sector data and
forecasts, utilized in the fair value
determination;
► the assessment of the consistency of the
future cash flow forecasts of the Domestic
CGU with the business plan;
► the assessment of the forecasts in light of
their historical accuracy;
► the assessment of the reasonableness of
long-term growth rates and discount rates.
The procedures referred to in the previous
points also concerned the analysis of the
assessments performed by the independent
experts appointed by the Company.
In performing our analysis, we involved our
experts in valuation techniques, who
performed an independent recalculation and
carried out sensitivity analyses on the key
assumptions in order to determine which
changes in the assumptions could materially
affect the recoverable amount.
Lastly, we reviewed the adequacy of the
disclosure provided in the notes to the
separate financial statements with regards to
the valuation of goodwill.
Revenue recognition
TIM’s revenues amounted to Euro 12,098
million as of December 31, 2022, and refer
almost entirely to the telecommunications
services rendered to retail and wholesale
customers (other telecommunications
operators).
Procedures over the accounting of revenues
required significant focus in the context of
our audit procedures due to (i) a highly
complex accounting process due to the
number of commercial offers, the number of
underlying application systems and the
related reconciliation processes, (ii) the
presence of certain manual phases in the
revenue recognition process, in particular for
services provided to large customers and (iii)
the complexity in estimating commitments
connected to certain contracts.
The Company provides the relative disclosure
in Note 24 "Revenues" of the separate
financial statements.
Our audit procedures in response to the key
audit matter included, among others:
► an understanding of the processes
underlying the revenue recognition;
► the understanding and verification of the
design and operating effectiveness of the
relevant controls over the revenue
recognition process;
► the analysis of the application systems
supporting the revenue recognition
process;
► the assessment that the accounting policy
adopted for the main commercial offers is
consistent with the provisions of the
reference accounting standard;
► the analysis, on a sample basis, of some
significant transactions relating to invoices
issued and invoices to be issued, in order
to verify that the contractual data and the
evidence supporting the actual service
rendered and / or goods transferred were
consistent with the accounting policy
adopted;
► the analysis of the valuation of certain
contracts identified as onerous contracts;
► the analysis of the reconciliation of the
management account with the accounting
records in connection with the main
balance sheet items related to customer
relations;
► the analysis of the manual journal entries.
We also required external confirmations for a
sample of customers and transactions.
Lastly, we reviewed the adequacy of the
disclosure provided in the notes to the
separate financial statements with regard to
the revenue recognition process.
Regulatory disputes
As of December 31, 2022, TIM is involved in
several regulatory disputes in progress, many
of which are characterized by significant
Our audit procedures in response to the key
audit matter included, among others:
► an understanding of the process put in
place by Management for assessing
disputes, accompanied by test of the
effectiveness of the internal controls
relevant for this process;
► inquiries with Management regarding the
main assumptions made in connection
with disputes;
► the analysis of the legal opinions prepared
by external consultants, based on which
Management has based its assessments;
► the analysis of the letters received from
external lawyers following our external
confirmations procedures.
Lastly, we reviewed the adequacy of the
disclosure provided in the notes to the
separate financial statements.
counterparty requests.
The main disputes concern (i) the 28-day
billing proceeding, in which AGCOM ordered
TIM to reimburse customers for unused
service days, (ii) the I820 proceeding, started
by AGCM against TIM and other telco
operators, to ascertain a possible conduct
restricting market competition (iii) the I857
proceeding for a possible agreement
restricting market competition in connection
with the partnership with DAZN and (iv) the
A514, and the related “follow-on” proposed
by some other OLOs, procedure in which the
AGCM charged TIM with conduct aimed at
hindering the entry on the market of a new
operator.
The assessment of the disputes was carried
out by Management, as of 31 December
2022, based on the opinion of the external
lawyers, as well as considering the latest
information available.
The estimation of the risks connected to the
disputes in which the Company is involved,
requires a high degree of judgment by the
management and, also considering the
complexity of the regulatory framework, we
considered this area a key audit matter.
Disclosure related to the assessment of the
risks relating to the regulatory disputes in
which the Company is involved is reported in
note 23 "Disputes and pending legal actions,
other information, commitments and
guarantees".
Recoverability of deferred tax assets
As of December 31, 2022, deferred tax
assets amount, net of impairment, to Euro
461 million in the separate financial
statements.
Deferred tax assets refer to the temporary
deductible differences between the book and
fiscal values of assets and liabilities in the
financial statements.
The recoverability of the carrying amount of
the deferred tax assets is subject to
Our audit procedures in response to the key
audit matter included, among others:
► the assessment of the reasonableness of
the assumptions underlying the estimation
of future taxable income and the
reconciliation with the figures included in
the Company's business plan, taking into
account the regulatory changes that took
place during 2022;
► the assessment of the reasonableness of
the accuracy of the forecasts compared
with the prior periods;
► the assessment of the Management
calculations.
Lastly, we reviewed the adequacy of the
disclosures provided in the notes to the
separate financial statements with regards to
the recoverability of deferred tax assets.
management’s evaluation and is based on the
estimations of the future taxable income
expected in the years in which they will be
reversed.
The processes and methodologies used to
evaluate and determine the recoverable
amount of these assets, are based on
assumptions that are in some cases complex
and that, due to their nature, imply the use of
judgement by Management, in particular with
reference to the consistency of the forecasts
of future taxable income expected by the
Company with those included in the business
plan.
Considering the level of judgment required
and the complexity of the assumptions
applied in estimating future taxable amount
used to determine the recoverability of the
deferred tax assets, we considered this area a
key audit matter.
Disclosures related to the assessment of
recoverability of deferred tax assets are
reported in note 2 "Accounting policies" in
the paragraphs “Income tax expense (current
and deferred)" and "Use of estimates" and in
note 10 “Income tax expense (current and
deferred)".
Responsibilities of Directors and Those Charged with Governance for the Separate
Financial Statements
The Directors are responsible for the preparation of the separate financial statements that give a true
and fair view in accordance with International Financial Reporting Standards as adopted by the
European Union and with the regulations issued for implementing art. 9 of Legislative Decree n.
38/2005, and, within the terms provided by the law, for such internal control as they determine is
necessary to enable the preparation of separate financial statements that are free from material
misstatement, whether due to fraud or error.
The Directors are responsible for assessing the Company’s ability to continue as a going concern and,
when preparing the separate financial statements, for the appropriateness of the going concern
assumption, and for appropriate disclosure thereof. The Directors prepare the separate financial
statements on a going concern basis unless they either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
The statutory audit committee (“Collegio Sindacale”) is responsible, within the terms provided by the
law, for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Separate Financial Statements
Our objectives are to obtain reasonable assurance about whether the separate financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with International Standards on Auditing (ISA Italia)
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these separate financial statements.
As part of an audit in accordance with International Standards on Auditing (ISA Italia), we have
exercised professional judgment and maintained professional skepticism throughout the audit. In
addition:
we have identified and assessed the risks of material misstatement of the separate financial
statements, whether due to fraud or error, designed and performed audit procedures
responsive to those risks, and obtained audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control;
we have obtained an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control;
we have evaluated the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Directors;
we have concluded on the appropriateness of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the separate financial
statements or, if such disclosures are inadequate, to consider this matter in forming our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to
continue as a going concern;
we have evaluated the overall presentation, structure and content of the separate financial
statements, including the disclosures, and whether the separate financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
We have communicated with those charged with governance, identified at an appropriate level as
required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We have provided those charged with governance with a statement that we have complied with the
ethical and independence requirements applicable in Italy, and we have communicated with them all
matters that may reasonably be thought to bear on our independence, and where applicable, the
actions taken to eliminate relevant risks or the safeguard measures applied.
From the matters communicated with those charged with governance, we have determined those
matters that were of most significance in the audit of the separate financial statements of the current
period and are therefore the key audit matters. We have described these matters in our auditor’s
report.
Additional information pursuant to article 10 of EU Regulation n. 537/14
The shareholders of TIM S.p.A., in the general meeting held on March 29, 2019, engaged us to
perform the audits of the separate and consolidated financial statements for each of the years ending
December 31, 2019 to December 31, 2027.
We declare that we have not provided prohibited non-audit services, referred to article 5, par. 1, of EU
Regulation n. 537/2014, and that we have remained independent of the Company in conducting the
audit.
We confirm that the opinion on the separate financial statements included in this report is consistent
with the content of the additional report to the audit committee (Collegio Sindacale) in their capacity
as audit committee, prepared pursuant to article 11 of the EU Regulation n. 537/2014.
Report on compliance with other legal and regulatory requirements
Opinion on the compliance with Delegated Regulation (EU) 2019/815
The Directors of TIM S.p.A. are responsible for applying the provisions of the European Commission
Delegated Regulations (EU) 2019/815 for the regulatory technical standards on the specification of a
single electronic reporting format (ESEF – European Single Electronic Format) (the “Delegated
Regulation”) to the separate financial statements, to be included in the annual financial report.
We have performed the procedures under the auditing standard SA Italia n. 700B, in order to express
an opinion on the compliance of the separate financial statements with the provisions of the
Delegated Regulation.
In our opinion, the separate financial statements have been prepared in the XHTML format in
compliance with the provisions of the Delegated Regulation.
Opinion pursuant to article 14, paragraph 2, subparagraph e), of Legislative
Decree n. 39 dated 27 January 2010 and of article 123-bis, paragraph 4, of
Legislative Decree n. 58, dated 24 February 1998
The Directors of TIM S.p.A. are responsible for the preparation of the Report on Operations and of the
Report on Corporate Governance and Ownership Structure of TIM S.p.A. as at December 31, 2022,
including their consistency with the related separate financial statements and their compliance with
the applicable laws and regulations.
We have performed the procedures required under audit standard SA Italia n. 720B, in order to
express an opinion on the consistency of the Report on Operations and of specific information
included in the Report on Corporate Governance and Ownership Structure as provided for by article
123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998, with the separate
financial statements of TIM S.p.A. as at December 31, 2022, and on their compliance with the
applicable laws and regulations, and in order to assess whether they contain material misstatements.
In our opinion, the Report on Operations and the above mentioned specific information included in
the Report on Corporate Governance and Ownership Structure are consistent with the separate
financial statements of TIM S.p.A. as at December 31, 2022, and comply with the applicable laws and
regulations.
With reference to the statement required by art. 14, paragraph 2, subparagraph e), of Legislative
Decree n. 39, dated 27 January 2010, based on our knowledge and understanding of the entity and
its environment obtained through our audit, we have no matters to report.
Statement pursuant to article 4 of Consob Regulation implementing Legislative
Decree n. 254, dated 30 December 2016
The Directors of TIM S.p.A. are responsible for the preparation of the non-financial information
pursuant to Legislative Decree n. 254, dated 30 December 2016. We have verified that non-financial
information have been approved by Directors.
Pursuant to article 3, paragraph 10, of Legislative Decree n. 254, dated 30 December 2016, such
non-financial information are subject to a separate compliance report signed by us.
Turin, March 30, 2023
EY S.p.A.
Signed by: Ettore Abate, Auditor
As disclosed by the Directors, the accompanying separate financial statements of TIM S.p.A.
constitute a non-official version which is not compliant with the provisions of the Commission
Delegated Regulation (EU) 2019/815. This independent auditor’s report has been translated
into the English language solely for the convenience of international readers. Accordingly,
only the original text in Italian language is authoritative.
Other information
Report of the Board of Statutory Auditors 411
Report of the Board of Statutory Auditors to the Shareholders'
Meeting
pursuant to Article 153 of Italian Legislative Decree No. 58/1998
To the Company’s Shareholders' meeting
Telecom Italia – TIM S.p.A.
Dear Shareholders,
This report (hereinafter the “Report”) provides information to the
shareholders of TIM S.p.A. (hereinafter also referred to as the “Company”
or “TIM”) on the supervisory activities carried out by the Board of
Statutory Auditors in the financial year 2022 pursuant to art. 153 of
Legislative Decree 58/1998 (CLF), art. 2429 of the Italian civil code, the
standards of conduct for the Board of Statutory Auditors recommended by
CNDCEC (the Italian Board of chartered accountants and accounting
consultants), Consob notices on company controls and the indications given
in the Corporate Governance Code.
This Report is prepared as required by Consob Notice no. DEM/1025564 of
6 April 2001 and subsequent amendments and supplements.
The Board of Statutory Auditors has acquired the information necessary for
the performance of the tasks of general supervision assigned to it by
attending meetings of the Board of Directors and the board committees,
meetings with the Company management, meetings with the External
Auditor, with the Supervisory Body, with the Control Departments of the
Company and with the corresponding control bodies of the TIM Group
companies, through the analysis of information flows from the competent
company departments, as well as further control activities.
The Board of Statutory Auditors in office as at the date of the Report was
appointed by the Shareholders' Meeting on 31 March 2021 for the financial
years 2021-2023
Other information
Report of the Board of Statutory Auditors 412
and will therefore expire with the Shareholders' Meeting called to approve
the financial statements as at 31 December 2023.
The Board of Statutory Auditors is made up of the Standing Auditors
Francesco Fallacara (Chairman), Angelo Rocco Bonissoni, Francesca di
Donato, Anna Doro and Massimo Gambini.
***
The Board of Statutory Auditors notes that, as of the date of this Report,
while the health emergency caused by COVID-19 can be said to be over,
the Russia/Ukraine crisis, which has led to the well-known economic
consequences on world markets, is still ongoing.
In this regard, the Board of Statutory Auditors monitored the development
of the economic framework during financial year 2022 and in this Report
has taken into account the measures and recommendations issued by the
competent authorities for the purpose of preparing the financial statements,
representing the effects of the crisis and the specific control activities
required. The Board of Statutory Auditors received constant information
from the Company on the actions put in place to deal with the effects of the
crisis, such as, inter alia, those aimed at addressing the increase in energy
prices, the general inflationary effect and the possible application of
measures related to the sanctions package put in place by European
authorities. It also supervised the cyber safeguards implemented by the
Company. With regard to the above, there are no items of attention to be
submitted to the Shareholders' Meeting of the Company.
Other information
Report of the Board of Statutory Auditors 413
1. CONSIDERATIONS ON THE 2022 FINANCIAL STATEMENTS AND ON
TRANSACTIONS UNDERTAKEN BY THE COMPANY OF MAJOR IMPACT ON ITS
REVENUES, FINANCES AND ASSETS, AND THEIR COMPLIANCE WITH THE LAWS
AND THE COMPANY ARTICLES OF ASSOCIATION
It should be noted that TIM’s financial statements have been drawn up in
line and in accordance with the IAS/IFRS international accounting
standards issued by the International Accounting Standards Board (IASB),
endorsed by the European Union, and in force as at 31 December 2022, as
well as with the provisions issued in implementation of article 9 of
Legislative Decree no. 38/2005. The financial statements also include the
disclosures required by Law 124/2017 (Article 1, subsections 125-129).
It should also be noted that the same financial statements have been
prepared in compliance with the specifications required by Regulation (EU)
no. 2019/815 (“ESEF Regulation”) and, therefore, in the XHTML
electronic format and present, with specific reference to TIM’s consolidated
financial statements as at 31 December 2022, the Inline XBRL tags of the
information, according to the taxonomy indicated by the aforementioned
ESEF Regulation.
The Directors' Report on Operations summarises the main risks and
uncertainties and also gives an account of the business outlook.
The Company's financial statements comprise the Statement of Equity and
Financial Position, the Income Statement, the Comprehensive Income
Statement, the Statement of Changes in Equity, the Cash Flow statement
and the Notes to the Financial Statements.
The financial statements are accompanied by the Directors' Report on
Operations, the Report on Corporate Governance and Share Ownership
drawn up in accordance with Article 123-bis of the CLF, as well as the
Consolidated Non-financial Statement pursuant to Legislative Decree no.
254 of 30 December 2016 (hereinafter also NFS), drawn up by the
Company in accordance with the Global Reporting Initiative (GRI) 2021
Universal Standards.
Other information
Report of the Board of Statutory Auditors 414
The financial statements are also accompanied by the Report on the
Remuneration Policy and Compensation Paid, consisting of the 2023
Remuneration Policy and report on compensation paid in 2022.
TIM's separate financial statements and consolidated financial statements
for 2022 contain the required statements of compliance by the Chief
Executive Officer and the Executive responsible for preparing the corporate
accounting documents.
The TIM Group consolidated financial statements for the financial year
2022 are summarised below:
in millions of euros
Revenues
EBITDA
Operating profit - EBIT
Profit/(Loss) for the year
Financial year 2022
15,788
5,347
606
(2,654)
Adjusted consolidated net financial debt as at 31 December 2022 totalled
25,364 million euros compared to 22,187 million euros on 31 December
2021.
The parent company TIM closed the 2022 financial year with a loss of
3,077 million euros compared to the loss of 8,314 million euros in 2021.
As indicated in the consolidated report on operations, and on the basis of
the information received and as a result of the analyses conducted, it
emerged that the transactions carried out by the Company in 2022 which
have major impact on revenues, finances and assets, including transactions
performed through companies in which the Company has a direct or
indirect stake, are essentially made up as follows:
Daphne 3 S.p.A.
On 4 August 2022, TIM sold 41% of the share capital of the holding
company Daphne 3, which holds a 30.2% stake in Infrastrutture Wireless
Italiane (“INWIT”), to a consortium of investors led by Ardian, realising a
gross consideration of 1,278 million euros and a capital gain recognised in
the consolidated income statement of 171 million euros (the capital gain
Other information
Report of the Board of Statutory Auditors 415
recognised in the income statement of the separate financial statements of
TIM amounted to 313 million euros).
Movenda S.p.A.
On 25 July 2022, TIM acquired 100% of the share capital of Movenda
S.p.A., which offers digital identity solutions, for a consideration of 1.5
million euros.
As of 31 December 2022, the merger by incorporation of said company into
TIM S.p.A. became effective, with the accounting and tax effects taking
effect as of 1 July 2022.
Polo Strategico Nazionale S.p.A.
On 4 August 2022, Polo Strategico Nazionale S.p.A. was established to
design, set up and manage the infrastructure for the provision of cloud
solutions and services for the Public Administration. TIM holds 45% of the
share capital of said company. At the end of the year, this equity investment
was posted at a value of 5.4 million euros (2.7 million euros by way of
capital and 2.7 million euros as payment on capital account).
Realignment of tax values
As at 31 December 2020, TIM had benefited from the possibility of
realigning the tax values to the greater value of the assets booked,
specifically the value of goodwill, as envisaged by Decree Law 104/2020,
Art. 110, subsections 8 and 8 bis.
In its original formulation, from 2021 this rule would have allowed the
deduction of the new value recognised for tax purposes over 18 years,
subject to payment of a 3% substitute tax on the realigned value.
As a result of the above, the Company legitimately recognised deferred tax
assets ("DTA") of 6.6 billion euros in the financial statements for the year
ended 31 December 2020, so as to reap the benefits in terms of lower IRES
(corporate income tax) and IRAP (regional business tax).
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Report of the Board of Statutory Auditors 416
As is known, article 1 of Law no. 234 of 30 December 2021 retroactively
amended the aforementioned art. 110 of Legislative Decree no. 104/2020,
stipulating that “the deduction for the purposes of income tax and regional
tax on productive activities of the higher value charged (…) is made, in any
event, to an extent not exceeding, for each tax period, one fiftieth of said
amount”, and no longer one eighteenth.
It should be borne in mind that the new provision, in derogation of the
above, allowed parties who had benefited from
the realignment
alternatively to waive said realignment (with the right to reimbursement of
the first instalment of the substitute tax paid) or maintain the deduction over
18 years, paying a further substitute tax to the extent of that established by
article 176, subsection 2-ter, of Presidential Decree no. 917/1986 (up to a
maximum of 16%), referring to a specific Provision for how to exercise the
revocation.
Due to the extension of the tax deduction period to 50 years, an assessment
had to be made in the 2021 financial statements as to the economic and
financial advantage of the original option under the new regulatory
provisions and the consequent recoverability of the entire amount
recognised as DTAs as at 31 December 2020. The Company, therefore,
decided to limit the recognition to only deferred tax assets related to the
next 25 years, making a consequent write-down of 2,766 million euros for
IRES, equal to 50% of the deferred tax assets recognised in 2020, and 1,059
million euros for the residual amount of the IRAP deferred tax assets
recognised.
Following the publication on 29 September 2022 of the Provision of the
Director of the Italian Revenues Agency regulating the timing, conditions
and operating procedures for carrying out the revocation, the Board of
Directors of TIM on 9 November 2022 resolved to exercise the option to
revoke the goodwill realignment.
In particular, the Company carried out an economic/financial advantage
assessment and considered it a priority to strengthen the process of
industrial investments to support the various business areas, which are an
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Report of the Board of Statutory Auditors 417
alternative to the financial use related to the payment of the substitute tax
on the realignment.
Therefore, as the conditions underlying the recognition of deferred tax
assets no longer existed, they were entirely written off, for a net amount of
1,964 million euros, broken down as follows:
- cost of -2,656 million euros for the write-off of the deferred tax
assets of TIM;
-
income of 692 million euros for the reversal of the substitute tax that
had been set aside for the realignment; in detail: recognition of a
receivable of 231 million euros relating to the first instalment paid
on 30/6/2021 and reversal of a payable of 461 million euros for the
second and third instalments that will not be paid following the
exercise of the realignment revocation. The first instalment, as
provided for by the Provision, was financially recovered by
offsetting it against tax payments made using the “F24 tax payment
form”, which the Company carried out in December 2022, following
the submission of the supplementary statement in which the
revocation of the realignment was formalised.
Rights of use of 5G frequencies in Italy
On 30 September 2022, TIM paid the fifth and final instalment, amounting
to 1.7 billion euros, of the total 2.4 billion euros due in accordance with the
commitments undertaken by the Company following the award of the rights
to use the mobile frequency bands as per the “5G Tender”, implemented in
2018 by the Ministry for Economic Development (MiSE).
In particular, in October 2018, following a public tender in which the 5
Italian mobile operators (Iliad, Fastweb, TIM, Vodafone and Wind3)
participated, TIM was awarded the rights of use on all the bands involved in
the tender. TIM was awarded 2x10 MHz in the 700 MHz band (blocks
available from 1 July 2022), 80 MHz in the 3.6-3.8 GHz band and 200
MHz in the 26 GHz band (both bands available from 1 January 2019).
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Report of the Board of Statutory Auditors 418
The total award amount was 2.4 billion euros, to be paid in five annual
instalments, in accordance with the collection forecasts of the 2017 Budget
Law, divided as follows:
2018
2019
2020
2021
2022
Total
€ 477,473,285.00
€ 18,342,110.83
€ 110,052,665.01
€
€ 1,738,485,952.97
€ 2,399,380,346.32
55,026,332.50
Following the payment of the last instalment, the MiSE (now MiMit), on 4
October 2022, communicated to the guarantor banks the definitive release
of the sureties that had been set up to guarantee the payment obligations.
Russia – Ukraine conflict
In February 2022, Russia launched a military operation on Ukrainian
territory, the consequences of which on the global political economic
balance are currently unmeasurable.
The European Union and many other countries have put in place economic
sanctions against Russia and Belarus, and others may be decided later.
The TIM Group does not have a presence in Ukraine and has a very small
presence in Russia through its subsidiary Telecom Italia Sparkle S.p.A., for
which, to date, there have been no repercussions on commercial relations,
though they do not exist, on the collection of trade receivables and assets in
the country, as well as on the turnaround times of international investment
projects, the changes to which, although dependent on developments in the
conflict, are deemed by the Company to be insignificant at present. Future
consequences cannot be ruled out if the Russia/Ukraine crisis continues.
The invasion of Ukraine by Russia opened up economic implications which
could be extreme in relation to energy supply. The electricity consumed by
TIM depends almost entirely on suppliers and the TIM Group was therefore
naturally exposed to fluctuations in energy costs that had an impact on the
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Report of the Board of Statutory Auditors 419
achievement of business targets in terms of reducing margins and cash
flows. To mitigate this exposure, among its ongoing actions for the year
2022, TIM hedged the bulk of its fixed-price requirements.
In relation to the Russia-Ukraine war, TIM, which is acting in coordination
with the Agency for National Cyber Security (ACN), has raised the alert
level in relation to Cyber risk.
EVENTS AFTER 31 DECEMBER 2022
Note the following.
Placement of an 850-million-euro bond with 5 year maturity
Following its approval by the Board of Directors on 18 January 2023, and
upon completion of the bookbuilding activities, TIM successfully placed an
850-million-euro unsecured bond with a fixed annual rate of 6.875%,
offered to institutional investors.
The bond has been listed on the Euro MTF market of the Luxembourg
Stock Exchange. The rating agencies Moody’s, S&P and Fitch gave the
bond a rating of B1, B+ and BB- respectively.
Non-binding offers for the purchase of an equity investment in a
company to be set up, coinciding with the management and
infrastructure perimeter of the fixed network (“Netco”)
On 2 February 2023, TIM disclosed that it had received a non-binding offer
from Kohlberg Kravis Roberts & Co. L.P. (“KKR”) (“KKR NBO”) for the
purchase of an equity investment in a company to be set up, coinciding with
the management and infrastructure perimeter of the fixed network,
including the assets and activities of FiberCop, as well as the equity
investment in Telecom Italia Sparkle (known as “Netco”). The non-binding
offer refers to an equity investment to be defined, on the understanding that
the purchase would result in the loss of vertical integration with TIM. The
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Report of the Board of Statutory Auditors 420
Board of Directors of TIM met on 2 February 2023 to initiate the process
related to the examination of the non-binding offer and decided to
reconvene on 24 February 2023 to decide on the non-binding offer received
from KKR for NetCo, also communicating its willingness to evaluate any
alternative that might come to light in the meantime and to continue
dialogue with its stakeholders.
On 24 February 2023, the Board of Directors of TIM examined the content
of the KKR NBO, as well as the letter of extension received on 21 February
2023. In light of the information received, the Board appreciated the
interest expressed in the aforementioned NBO, while considering that it did
not reflect the value of the asset or TIM’s expectations, including in terms
of the sustainability of the company resulting from the operation
contemplated therein. Therefore, in order to facilitate the alignment of the
terms of the proposed operation with the strategic framework relevant to
TIM, the Board resolved to make available to KKR – on a non-exclusive
basis – certain specific information and to request further indications
required to fully understand the economic and financial assumptions of the
proposal. With the aim of receiving a better offer, the foregoing follows the
aforementioned information exchanges and by the deadline of 31 March
2023.
On 5 March 2023, TIM announced that it had received a non-binding offer
from a consortium formed by CDP Equity S.p.A. (CDPE) and Macquarie
Infrastructure and Real Assets (Europe) Limited, acting on behalf of a
group of investment funds managed or advised by the Macquarie group (the
“Consortium”) (“Consortium NBO”) for the purchase of 100% of a
company to be incorporated, which would essentially be responsible for the
management and infrastructure perimeter of the fixed network, including
FiberCop’s assets and activities, as well as the equity investment in
Telecom Italia Sparkle (“Netco”).
The Board of Directors examined the content of the Consortium NBO. In
the light of the information provided, the Board of Directors appreciated the
interest expressed in the aforesaid Consortium NBO, despite considering
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Report of the Board of Statutory Auditors 421
that – in the same way as the KKR NBO – it did not reflect the value of the
asset or TIM’s expectations.
Therefore, as per the context of the KKR NBO, in order to facilitate the
alignment of the terms of the proposed operation with the strategic
framework relevant to TIM, the Board resolved to make available to the
Consortium – on a non-exclusive basis – certain specific information and to
request further indications required to fully understand the economic and
financial assumptions of the Consortium NBO.
Furthermore, in order to allow both the Consortium and KKR to submit
their improved offers in a defined competitive process, the Board appointed
the Chief Executive Officer, Pietro Labriola, to launch a process governed
by a formalised procedure whereby both bidders, through their advisors,
would be notified:
- of the terms on which they would be given access to further specific
information, the same for both bidders;
- of the forms through which each of them could submit an improved
non-binding offer by the deadline of 18 April 2023.
Furthermore, the Related Parties Committee is tasked with carrying out the
preliminary investigation in relation to the offers received given the related-
party nature of some of the bidders.
2. REPORT OF ANY ATYPICAL AND/OR UNUSUAL TRANSACTIONS, INCLUDING
INTRA-GROUP
The Board of Statutory Auditors found no atypical and/or unusual third
party transactions over the financial year 2022.
However, the Board of Statutory Auditors continued its investigations and
analyses with regard to the characteristics, execution and accounting of
certain contracts stipulated mainly in the years 2020 and 2021, while
monitoring the new provisions made during 2022 and the utilisation of the
funds previously allocated.
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Report of the Board of Statutory Auditors 422
In its analysis of the above transactions, the Board of Statutory Auditors
found contractual characteristics (e.g. minimum guaranteed amounts in
favour of counterparties; contractual form too concise; lack of formalised
analysis of the risks underlying the execution of contracts; etc.) and
methods of execution that highlighted procedural shortcomings and
weaknesses in the Internal Controls and Risk Management System, which it
promptly brought to the attention of the Board of Directors. The
aforementioned shortcomings and weaknesses were also the subject of a
note to the Board of Directors and a communication by the Board of
Statutory Auditors to Consob pursuant to art. 149 of the Consolidated Law
on Finance, sent after the Board of Directors’ approval of the half-year
consolidated
the
aforementioned reports by the Board of Statutory Auditors, Management
initiated a programme of actions to strengthen the Internal Control and Risk
Management System (ICRMS), which will be discussed in detail later in
this Report.
financial statements
for 2022. As a
result of
ASSESSMENT OF THE ADEQUACY OF THE INFORMATION PROVIDED IN
3.
THE DIRECTORS’ REPORT ON OPERATIONS CONCERNING ATYPICAL AND/OR
UNUSUAL TRANSACTIONS, INCLUDING INTRA-GROUP AND RELATED PARTY
TRANSACTIONS.
The updated version of the internal regulations on the Management of
Related Party Transactions was last approved by the Board of Directors in
2021, incorporating the changes made following Consob Resolution no.
21624/2020, and came into force on 1 July 2021.
The Company’s financial statements contain information on Related Party
Transactions and the Board of Statutory Auditors, in the performance of its
activities, has carried out careful analyses and assessments on the process
adopted by the Company in certain transactions, also with the involvement
of consultants appointed by the Board of Statutory Auditors for the findings
of economic advantage of those transactions. The Board of Statutory
Auditors, at the end of its verifications and investigations, has not found, at
least up to the date of this report, any atypical and/or unusual transactions
carried out in FY 2022 with Related Parties (including Group companies).
Other information
Report of the Board of Statutory Auditors 423
In this context, the Board of Statutory Auditors believes that the report on
the Company’s transactions with related and intra-group parties, provided in
the notes to the separate financial statements of TIM and the consolidated
financial statements of the TIM Group, should be considered adequate.
The transactions with Directors' interests or with other Related Parties, were
subjected to the transparency procedure set out in the applicable
regulations.
The Board of Statutory Auditors acknowledges that the information relating
to the principal intra-group transactions and transactions with other related
parties executed in 2022, and the description of their characteristics and
related economic effects, is contained in the notes to the separate financial
statements of TIM S.p.A. and to the consolidated financial statements of the
TIM Group.
It should be noted that, based on the relevant assessments already carried
out by the Related Parties Committee during the second half of 2021, Cassa
Depositi e Prestiti and its subsidiaries were included in the scope of related
companies.
Over the 2022 financial year, there were both intra-group and non-intra-
group Related Party transactions.
Intra-group transactions analysed by the corporate bodies in 2022, the
effects of which are reported in the financial statements, are all ordinary in
nature, as they essentially consist of transactions with no significant
interests of other non-intra-group Related Parties. These were regulated
applying essentially normal conditions determined according to standard
parameters, reflecting the actual use of the services and were carried out in
the interest of Group Companies, as they were aimed at optimising use of
the Group's resources.
The documentation submitted to the company bodies shows that the
transactions with Related Parties other than intra-group transactions,
examined by the Board of Statutory Auditors, are also of an ordinary nature
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Report of the Board of Statutory Auditors 424
(since they fall within the ordinary exercise of operating activities or related
financial activities) and/or concluded at conditions equivalent to market or
standard conditions and are in the interest of the Company. These
transactions have been periodically reported to us by the Company.
During financial year 2022, we attended meetings of the Related Parties
Committee, during which the Committee expressed:
- a binding favourable opinion on the execution of a “Transaction of
Greater Importance”, as defined in art. 4, subsection 1, letter a) of
the aforementioned regulation and art. 7 of the Company’s Related
Party Transactions Procedure, following the awarding of the
European tender, by means of an open procedure, through a public-
private partnership contract, for the construction and management of
the National Strategic Hub. For a full description of the Transaction,
please refer to the Disclosure Document made available to the public
concerning Transactions of Greater Importance with Related Parties
and drafted pursuant to article 5 of Consob Regulation no. 17221 of
12 March 2010 concerning “Transactions with Related Parties” and
subsequent amendments;
favourable opinion on some related party transactions of “lesser
importance”, having assessed the Company's interest in carrying out
the transaction as well as the appropriateness and advantage of the
related conditions.
-
The Board of Statutory Auditors had no reason to raise objections as to
whether all the transactions examined by it during the reporting period were
in the Company's interest. The Board of Statutory Auditors carefully and
constantly monitored the transactions brought to the attention of the
insights where deemed
committee, requesting further analysis and
necessary.
The effects of all of the above related party transactions for the financial
year 2022 are fully reflected in the financial statements.
The Board of Statutory Auditors monitored compliance with the Related
Parties Procedure and the correctness of the process followed by the Board
and the relevant Committee, on the subject of qualification of Related
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Report of the Board of Statutory Auditors 425
Parties, agreeing, inter alia, with the assessments expressed by the RPT
Committee regarding the qualification of TIM's Related Parties and on
which they have nothing to report.
4. REMARKS AND PROPOSALS ON THE REPORTING REFERENCES AND NOTES
CONTAINED IN THE REPORT OF THE INDEPENDENT AUDITOR.
On 30 March 2023, the independent auditor EY S.p.A. (hereinafter also
referred to as “EY” or “Auditor”) issued the reports pursuant to art. 14 of
Legislative Decree no. 39/2010 and art. 10 of Regulation EU no. 537/2014,
attesting that the separate financial statements of TIM S.p.A. and the
consolidated financial statements of the TIM Group as at 31 December
2022 provide a truthful and correct representation of the equity and
financial position, the economic results and cash flows for the year ended as
at that date, in compliance with the International Financial Reporting
Standards adopted by the European Union, as well as with the provisions
issued in implementation of Article 9 of Legislative Decree no. 38 of 28
February 2005.
In these documents, the auditing firm EY - pursuant to art. 154-ter CLF, as
amended by art. 25 of Law no. 238 of 23/12/2021 - also issued its opinion
on the compliance of the draft financial statements and the consolidated
financial statements, included in the annual financial report, with the
provisions of the Delegated Regulation (EU) 2019/815 of the Commission
of 17 December 2018, based on the auditing standard (SA Italia 700B).
As part of its general duty to monitor compliance with the law and the
Bylaws, the Board notes that the Company has complied with the
provisions of the said EU Regulation No. 2019/815.
In the report on the consolidated financial statements as at 31 December
2022, the Auditor concludes as follows: “in our opinion, the consolidated
financial statements provide a truthful and correct representation of the
equity and financial position of the Group as at 31 December 2022, the
economic results and cash flows for the year ended as at that date, in
compliance with the International Financial Reporting Standards adopted
Other information
Report of the Board of Statutory Auditors 426
by the European Union, as well as with the provisions issued in
implementation of Article 9 of Legislative Decree no. 38 of 28 February
2005”.
In the report on the separate financial statements as at 31 December 2022,
the Auditor concludes as follows: “in our opinion, the annual financial
statements provide a truthful and correct representation of the equity and
financial position of the Company as at 31 December 2022, the economic
results and cash flows for the year ended as at that date, in compliance with
the International Financial Reporting Standards adopted by the European
Union, as well as with the provisions issued in implementation of Article 9
of Legislative Decree no. 38 of 28 February 2005”.
On the same date, EY also issued the additional Report for the Committee
for Internal Control and Audit on the results of the external audit of the
accounts, which also includes the declaration on the independence of the
external auditor.
The findings of the above report were as follows: “In
our professional opinion, having performed the related tasks, we consider
the directors' approach of considering that there are no uncertain factors
affecting the going concern assumption, such as should be disclosed in the
financial statements, consistent with the context of the company and the
evidence gathered. During the course of the audit of the Company's
financial statements and the Group's consolidated financial statements for
the year ended 31 December 2022, no significant shortcomings in the
internal control system for financial reporting and/or the accounting system
were identified. During the audit of the Company’s financial statements and
of the Group’s consolidated financial statements closed on 31 December
2022, no significant issues were identified in respect of cases of effective or
alleged non-conformity with laws and regulations or statutory provisions.”
The Board of Statutory Auditors will inform the Company's Board of
Directors of the results of the external audit, to this end sending across the
additional report complete with any observations.
Other information
Report of the Board of Statutory Auditors 427
EY 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 the TIM S.p.A.’s financial
statements for the period and the consolidated financial statements for the
TIM Group at 31 December 2022.
5. REPORTS ON THE PRESENCE OF ANY COMPLAINTS PURSUANT TO ARTICLE
2408 OF THE ITALIAN CIVIL CODE REGARDING INITIATIVES UNDERTAKEN
AND THEIR OUTCOMES
From the date of the previous report (16 March 2022) until the date of this
Report (30 March 2023), five complaints were received from Company
shareholders, made in accordance with art. 2408 of the Italian Civil Code,
in relation to which the Board of Statutory Auditors carried out the
appropriate investigations, from time to time, deeming them unfounded.
There are, therefore, no items to report to the Shareholders’ Meeting.
6. REPORT ON THE PRESENCE OF ANY COMPLAINTS REGARDING INITIATIVES
UNDERTAKEN AND THEIR OUTCOMES
The procedure governing how reports are sent to the Company’s Board of
Statutory Auditors is currently under review.
The Company has a Whistleblowing Procedure, updated also following the
assignment of the role of Supervisory Body to a separate body from the
Board of Statutory Auditors, which envisages the institution of information
channels able to guarantee the receipt, analysis and processing of reports
made relating
information,
administrative liability of the Company, fraud or in any case behavioural
anomalies in reference to TIM staff or third parties, in violation of laws and
regulations and/or non-conformity with the Code of Ethics and the
Organisational Model 231, as well as with the system of rules and
internal control problems, corporate
to
Other information
Report of the Board of Statutory Auditors 428
procedures in force in the TIM Group, submitted by employees, members
of company bodies or third parties, even anonymously.
Since the date of the previous report (16 March 2022) and up to the date of
this report (30 March 2023), 12 reports (13 in the previous year) have been
received, mostly regarding technical problems and shortcomings of a
commercial and administrative nature.
The Board of Statutory Auditors investigated all these reports appropriately,
with the assistance of the competent Company departments, instructing
such departments where necessary to adopt appropriate solutions, but no
irregularities to be communicated to the Shareholders’ Meeting emerged.
The Board of Statutory Auditors has welcomed the Company's efforts to
promote initiatives aimed at developing a company culture characterised by
correct behaviour and has repeatedly indicated to the Board of Directors the
importance of focusing on correct behaviour at every stage of Company
management, to such purpose promoting specific programmes aimed at its
internal structure.
Some reports received and concerning members of the Board of Directors,
the Board of Statutory Auditors and/or Senior Executives proved to be
absolutely unfounded upon analysis.
7. REPORT ON ANY ASSIGNMENTS CONFERRED ON THE INDEPENDENT AUDITOR
AND THE CORRESPONDING COSTS
In 2022, the Board of Statutory Auditors, together with the Company
departments, verified and monitored the independence of the Auditor as
required by the relevant laws and regulations, specifically with regard to
services other than auditing (so-called “non-audit services”) rendered by the
Auditor to the Company.
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Report of the Board of Statutory Auditors 429
The Company procedures, which also extend to its subsidiaries, require that
each non-audit assignment be submitted for prior assessment and binding
approval by the Company's Board of Statutory Auditors.
During the 2022 financial year TIM appointed EY to undertake various
tasks other than the external audit of financial statements, the fees for
which, before VAT and out-of pocket expenses, are summarised below.
EY S.p.A.
•
Review of the working papers of other independent auditors
relating to INWIT S.p.A. on the limited audit of the condensed
half-yearly consolidated financial statements as at 30.06.2022
• Verification services
contribution regimes:
•
related to obtaining specific tax or
•
relating to the statement of expenses incurred for R&D and
technological innovation in 2021 aimed at obtaining tax
credits for TIM S.p.A.;
for compliance approval pursuant to art. 35 of Legislative
Decree no. 241 of 9 July 1997 on the 2021 and 2022
supplementary tax returns of TIM S.p.A. and on the 2021
domestic tax consolidation statement of the TIM Group to
use the IRES tax credit offset against other taxes due;
• Other audit services (voluntary assignments):
•
integration of the Audit report following the appointment of
the Auditor to express an opinion, in the audit report, on the
compliance of the 2021 draft financial statements with the
provisions of the Regulation (EU) 2019/815 of 17 December
2018 (ESEF – European Single Electronic Format), which
requires issuers to prepare their annual financial reports in
XHTML format. The Group Auditor's assurance activities are
based on Auditing Standard (ISA Italia) 700;
audits relating to the migration process of certain corporate
IT infrastructure and application systems that impact on
financial reporting;
•
• Miscellaneous certification services:
•
•
Comfort Letter issued by EY in favour of TIM and the Joint
Lead Managers for the issue of a bond on the European
market based on the Base Prospectus and related activities
of TIM S.p.A.
for participation in TIM tenders organised by national and
supranational Public Administrations;
Overall total
in Euro
25,000.00
90,000.00
4,000.00
20,000.00
296,605.00
43,347.00
71,000.00
549,952.00
Other information
Report of the Board of Statutory Auditors 430
In addition, during the period between 1 January 2023 and the date of this
Report, TIM appointed EY to undertake the following additional tasks,
different from the external audit of financial statements, the fees for which,
before VAT and out-of pocket expenses, are summarised below.
EY S.p.A.
• Miscellaneous certification services:
•
for participation in TIM tenders organised by national and supranational
Public Administrations
• Other Services – miscellaneous services:
•
assignment granted in accordance with International Standard on
Assurance Engagement 3402 (“ISAE 3402”) for the issue of the SOC 1
report to the client Acciaierie d’Italia S.p.A. for the provision of the SAP
Basis outsourcing service for 2022 by TIM.
Total
in Euro
8,500.00
37,000.00
45,500.00
It should also be noted that, from 2022 onwards, the integration of the Audit
report following the appointment of the Auditor to express an opinion, in
the audit report, on the compliance of the draft financial statements with the
provisions of the Regulation (EU) 2019/815 of 17 December 2018 (ESEF –
European Single Electronic Format), which requires issuers to prepare their
annual financial reports in XHTML format, is no longer an additional
assignment (i.e. different from the audit of the financial statements), but
supplements the fees for the external audit of the consolidated financial
statements for an amount of 28,000 euros and, as such, has been removed
from the above table.
In accordance with
the current “Guidelines for
the Conferral of
Assignments on Independent Auditors”, the conferral of the above
assignments had been approved in advance by the Board of Statutory
Auditors.
It should also be noted that, as EY, the company appointed to perform the
external audit of TIM’s accounts, has provided the Company and some of
the Group Companies with services other than the external audit over the
three financial years prior to 2022, with effect from 1 January 2022 the
Company’s Board of Statutory Auditors, in its capacity as the internal
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Report of the Board of Statutory Auditors 431
control and audit committee, is required – pursuant to Regulation (EU) no.
537/2014 of 16 April 2014 – to monitor the non-audit engagements
assigned to the Auditor not only for the purpose of issuing the prior
authorisations within its remit, but also for the purpose of verifying that, in
the fourth year, the fees paid for this purpose do not exceed, with reference
to the financial year 2022, the so-called “70% limit”, to be calculated on the
average of the fees paid in financial years 2019, 2020 and 2021 for the
external audit activities performed. The Company, in order to allow the
Board of Statutory Auditors to carry out the checks within its remit, has
activated specific internal procedures for monitoring the aforementioned
fees, in line with the reference regulations. In this regard, the Board of
Statutory Auditors verified that this limit was not exceeded during the
financial year 2022.
The Board of Statutory Auditors expressed an adverse opinion when it
considered that the appointment of the auditing firm was not in the
company’s interest, or if it prudentially considered the appointment to be
potentially detrimental to the auditor’s independence or contrary to the EU
Regulation.
8. REPORT ON ANY APPOINTMENTS CONFERRED ON PARTIES CONNECTED BY
CONTINUING RELATIONSHIPS WITH THE INDEPENDENT AUDITOR AND THE
CORRESPONDING COSTS
During the financial year 2022 TIM did not confer any appointment on
subjects bound by continuous relationships with EY and/or companies
belonging to the latter’s network.
Other information
Report of the Board of Statutory Auditors 432
9. REPORT ON THE EXISTENCE OF OPINIONS ISSUED PURSUANT TO LAW DURING
THE FINANCIAL YEAR
On 21 January 2022, pursuant to art. 2386, subsection 1 of the Italian Civil
Code, the Board of Statutory Auditors expressed its favourable opinion on
the appointment by co-optation of Director Pietro Labriola to replace Luigi
Gubitosi, who resigned. In addition, on the same date (and on 7 April 2022,
after Mr Labriola’s confirmation by the Shareholders’ Meeting), the Board
of Statutory Auditors expressed a favourable opinion, pursuant to art. 2389,
subsection 3 of the Italian Civil Code, on the proposed remuneration of Mr
Labriola, as Chief Executive Officer and General Manager of the Company.
Pursuant to art. 13 of the Company Bylaws and art. 154-bis, subsection 1 of
Legislative Decree no. 58/1998 (CLF), on 14 February 2022, the Board of
Statutory Auditors expressed its favourable opinion on the appointment of
the Company’s executive responsible for preparing
the corporate
accounting documents, in the person of Adrián Calaza Noia.
In addition, the Board of Statutory Auditors issued the following favourable
opinions during the financial year:
1. on 4/5/2022, pursuant to art. 2389, subsection 3 of the Italian Civil
Code, for the implementation of the 2022-2024 stock option plan, which
also includes the Chief Executive Officer among its beneficiaries;
2. on 30/11/2022, pursuant to art. 2386, subsection 1 of the Italian Civil
Code, for the co-optation of Mr Giulio Gallazzi as Director to replace
the resigning director Luca De Meo;
3. on 15/12/2022, pursuant to art. 2386, subsection 1 of the Italian Civil
Code, for the co-optation of Mr Massimo Sarmi as Director to replace
the resigning director Franck Cadoret.
Other information
Report of the Board of Statutory Auditors 433
On 15/3/2023, the Board of Statutory Auditors expressed a favourable
opinion on the following proposals:
1. Proposal to the Shareholders’ Meeting of the short-term incentive plan
(MBO) 2023, as well as the outline for the Chief Executive Officer;
2. Proposal to the Shareholders’ Meeting of the Long-Term Incentive Plan
2023-2025, including participation in the initiative by the Chief
Executive Officer;
3. Appointment of the Supervisory Body pursuant to Legislative Decree
231/2001.
In addition, on 4/2/2022 and 15/2/2023 the Board of Statutory Auditors
ascertained that its members complied with the legal requirements; on
22/2/2022 and 15/2/2023 it verified the correct application of the criteria
and procedures adopted by the Board of Directors to ascertain the Directors'
requirements.
The Chief Audit Executive attended all meetings of the Board of Statutory
Auditors on a permanent basis, ensuring a continuous exchange of
information on the activities in progress, the related results and the presence
of any significant facts for the Company and its organisational structure.
The Board of Statutory Auditors has also reviewed and expressed, pursuant
to the Corporate Governance Code, a favourable opinion on the 2023 Audit
Plan, examined by the Board of Directors at its meeting on 15 March 2023,
and has acknowledged the structure currently in place at the Company as to
its adequacy to carry out the aforementioned 2023 Audit Plan in an orderly
and appropriate manner.
The Board of Statutory Auditors also examined the 2023 Compliance Plan,
approved by the Board of Directors on 15/3/2023, which is consistent with
that of previous years, and the adequacy of the Compliance department.
Other information
Report of the Board of Statutory Auditors 434
In the light of the new plans announced by the Company, the Board of
Statutory Auditors intends to constantly monitor the adequacy of the Audit
and Compliance Departments.
10. REMUNERATION POLICIES
The Board of Statutory Auditors examined the document containing the
architecture of the 2023 incentive system (MBO), approved by the Board of
Directors on 15 March 2023, issuing, to the extent necessary and with
regard to the remuneration of the Chief Executive Officer, a favourable
opinion.
In addition, the Board of Statutory Auditors took note of the “Report on the
remuneration policy and the compensation paid” prepared pursuant to art.
123-ter of the CLF, containing the terms of the remuneration policy to be
submitted to the Shareholders' Meeting called for 20 April 2023 and
approved by the Board of Directors during the meeting on 15 March 2023.
After verifying that the procedure adopted was consistent with Company
procedures and the relevant regulations, the Board of Statutory Auditors
issued, insofar as necessary, its favourable opinions to the Board of
Directors.
11. REPORT ON THE FREQUENCY AND NUMBER OF MEETINGS OF THE BOD,
EXECUTIVE COMMITTEE AND BOARD OF STATUTORY AUDITORS
In 2022, the Company’s Board of Directors held 22 meetings, at which the
Board of Statutory Auditors was always present, also in videoconference.
In 2022, the Control and Risk Committee met 26 times, the Nomination and
Remuneration Committee met 25 times, the Related Parties Committee met
22 times and the Sustainability Committee met 5.
The Board of Statutory Auditors attended the meetings of all board
committees, also by videoconference, supervising the relevant activities.
Other information
Report of the Board of Statutory Auditors 435
During 2022, there were 41 meetings of the Board of Statutory Auditors, 9
of which were held jointly with the Control and Risk Committee. In 2023
and up to the date of approval of the Report 7 meetings have been held.
The majority of the members of the Board of Statutory Auditors attended
(by conference call) the Shareholders' Meeting held on 7 April 2022 in the
manner permitted by the exceptional regulations set out in Decree Law no.
18 of 17 March 2020.
12. REMARKS ON COMPLIANCE WITH THE PRINCIPLES OF CORRECT
ADMINISTRATION
The Board of Statutory Auditors supervised compliance with the principles
of correct administration, by attendance at the meetings of the Board of
Directors and board committees, meetings with the executive responsible
for preparing the corporate accounting documents, the Chief Audit
Executive, the Group Compliance Officer, the Head of the IT & Security
Compliance Department and by means of interviews with the Company
management and the acquisition of information. In particular, the Board
acquired information about the TIM anti-bribery management system for
the purposes of standard UNI ISO 37001, which reveals substantive
compliance with the requirements indicated by the standard.
The Board of Statutory Auditors has supervised on proceedings followed in
the deliberations of the Board of Directors and has 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.
Other information
Report of the Board of Statutory Auditors 436
In the course of the year the Board of Statutory Auditors held a meeting
with the Chairman of the Board of Directors and the Chief Executive
Officer and presented its own assessments of the Company's governance
system. In particular, it pointed out that, in relation to the activities carried
out and the various feedback received, it believes that the structure-model
of Governance adopted by the Company, together with some applications of
the same, require further implementation-revision with regard to the
Company’s operational evolution so as to make it more suitable for
controlling compliance with the principles of correct and efficient
administration in operational practice.
13. REMARKS ON THE ADEQUACY OF THE ORGANISATIONAL STRUCTURE
Since its inauguration the Board of Statutory Auditors has monitored the
evolution of the TIM Group’s organisational structure (also in accordance
with golden power regulations, as per the provisions of the Decrees of the
President of the Council of Ministers of 16 October 2017 and 2 November
2017), defined in accordance with, on the one hand, the organisational and
managerial autonomy of the Parent Company and its subsidiaries and, on
the other, the exercise of direction and coordination by the Company with
regard to the direct or indirect subsidiaries.
More specifically, the Board of Statutory Auditors has monitored the main
changes in the organisational structure of TIM and of the TIM Group that
became necessary following changes to the CEO and the executive
responsible for corporate accounting documents and CFO, through
meetings held with the Head of the Human Resources, Organisation and
Real Estate Department, the Control Departments, the Heads of the main
corporate structures and by acquiring the organisational communications
which had produced an impact on the first and second tiers that report
Other information
Report of the Board of Statutory Auditors 437
directly to TIM’s executive directors or on the macro-organisation of the
Group companies.
14. REMARKS ON THE ADEQUACY OF THE INTERNAL CONTROL SYSTEM, IN
PARTICULAR ON THE ACTIVITY OF THE INTERNAL CONTROL MANAGERS, AND
HIGHLIGHTING OF ANY CORRECTIVE ACTIONS UNDERTAKEN AND/OR TO BE
UNDERTAKEN
Since the beginning of its term, the Board of Statutory Auditors has
constantly verified and monitored the internal control system.
In its report on the financial statements for the year ended 31 December
2021, it acknowledged the existence of areas that needed to be addressed in
order to improve their effectiveness and, in the course of 2022, it analysed
the development of the internal control system, noting the final overall
assessment of said system by the Chief Audit Executive, the conclusions of
which are set out below:
“TIM's Control and Risk Management System (ICRMS) is, overall,
designed and articulated consistently with the recommendations of the
Corporate Governance Code, as well as aligned with the main reference
frameworks (i.e. "Three lines model" and "COSO framework") and, is
currently capable of identifying the main areas of corporate risk
The significant areas for improvement identified in 2022 were handled by
management by means of:
- an organic programme of initiatives, led by the Chief Executive Officer,
which at present appears to be suitably addressing the main issues
identified, proceeding in line with the timeframe agreed with the Board
of Directors and the Control Bodies;
- prompt remediation plans aimed at reducing the risks highlighted
during audit activities, providing for more structured prioritisation
processes of the most relevant and cross-cutting issues.
Other information
Report of the Board of Statutory Auditors 438
In the light of the above, the initiatives undertaken by management reduce
the areas of improvement previously noted to levels that do not compromise
the overall adequacy of the ICRMS, even though it will take time to
complete them and to fully appreciate their effectiveness and related
resilience.
The programme to strengthen and monitor TIM’s ICRMS initiated by
management must ensure:
-
the maintenance of an adequate Tone of the Top by top and senior
management on ethical values and integrity;
- management’s commitment to the continuation of the improvement of
the control and management oversight processes, guaranteeing the
effective, timely and consistent implementation over time of the
improvement actions
identified with reference
to
the specific
components of the ICRMS and of the action plans emerging from the
audit activities;
-
the continuation of initiatives to raise the awareness of the entire
corporate population, also through concrete internal communication
initiatives, on
the ‘control culture’ and empowerment, at all
organisational levels, on the correct application of internal and external
regulations and of the principles of sound management.”
As mentioned, during 2022, the Board of Statutory Auditors continued its
investigative, verification and monitoring activities, carried out in the wake
of the continuity of the works already begun in 2021 and, as anticipated, in
correspondence with the interim financial statements as at 30 June 2022, the
Board of Statutory Auditors had prepared a Report addressed to the Board
of Directors, in order to represent the results of the analyses conducted in
the first half of the year, also in light of the Audit Department’s opinion on
the adequacy of the Internal Control and Risk Management System
(ICRMS).
Other information
Report of the Board of Statutory Auditors 439
These analyses had revealed the need to implement a substantial
remediation plan, structured into immediate impact actions (6/9 months)
and longer-term actions. This opinion was, therefore, worse than the
“partial adequacy” opinion of TIM’s ICRMS expressed by the same Board
of Statutory Auditors in its report on the 2021 financial statements.
In this regard, it should be noted that the adequacy of the Internal Control
System is an integral part of the adequacy of the organisational,
administrative and accounting structures, as envisaged by articles 2086,
2380-bis and 2381 of the Italian Civil Code; structures that must comply
with the provisions of art. 3, subsection 3 of the new Corporate Crisis and
Insolvency Code, which came into force on 15 July this year.
In particular, according to the aforementioned provision, organisational
arrangements must, inter alia, make it possible to:
- detect any imbalances of a financial or economic nature, related to the
specific characteristics of the company and the business activity carried
out by the debtor;
- verify the sustainability of the debts and the prospects of business
continuity for at least the next 12 months.
Based on the recommendations of the Board of Statutory Auditors, the
Control and Risk Committee, the Board of Directors and the results of the
audit activities, management defined a remediation plan.
In particular, management welcomed the invitation of the Board of
Statutory Auditors and Audit Department to change and strengthen the
focus and communication of the importance of the Controls System, thus
demonstrating a change in so-called “tone at the top” and a more proactive
approach to identifying actions to strengthen the ICRMS, and specifically:
- has prepared an Action Plan consisting of 71 actions, some of which
will be completed in 2022 (substantially on schedule) and further
actions to be completed in 2023; the actions envisaged by the Action
Plan mainly concern the resolution of a series of organisational
Other information
Report of the Board of Statutory Auditors 440
weaknesses and vulnerabilities that were highlighted on the basis of
the assessments emerging from the Audit Department’s ICRMS
Report referring to the first half of 2022 on the basis of the control
activities carried out by the Audit Department (with particular
reference to the period 2020-2022) and the audits of the Board of
Statutory Auditors;
- has set up a cross-functional Steering Committee, chaired by the
CEO, to define and monitor the implementation of the Action Plan;
- has established cross-functional cost control committees to monitor
and streamline specific areas of expenditure
(IT, devices,
communications), with possible benefits also with regard to the risk
of management override of controls;
- has set up, as part of a process aimed at ensuring the identification
and definition of initiatives for the evolution of the internal control
system for corporate risk management, a Technical Committee for
the supervision of “complex contracts”, i.e. contracts that due to
their characteristics (e.g. presence of guaranteed minimums to the
detriment of TIM) present a higher level of risk than the norm. The
Technical Committee has defined:
o the objective criteria according to which a contract can be
classified as “complex”;
o a strengthened evaluation and authorisation process involving
multiple players and expertise capable of assessing the
various risk profiles (collective decision-making process);
o an update to the policy governing the formalisation process of
contracts within
the Group by providing for a clear
identification and formalisation of the rationale underlying the
decision-making process for awarding complex contracts, as
well as the related escalation mechanisms, thus strengthening
the process of identifying and reconstructing the sources,
information elements and controls performed.
Other information
Report of the Board of Statutory Auditors 441
In relation to the implementation of the Action Plan, it should be noted that
the Audit Department has informed the Board of Statutory Auditors that it
has subjected the activities completed during 2022 to specific tests and
verified their correct implementation and preliminary effectiveness.
During the second half of 2022, the investigative, verification and
monitoring activities of the Board of Statutory Auditors continued in order
to verify the effective implementation of the aforementioned remediation
plan and to test its effectiveness with the help of the competent
departments.
The remediation plans, especially with regard to audit activities concluded
in the second half of 2022, generally envisage shorter implementation times
than in the past. These actions were in some cases complementary to the
actions that management had already proactively initiated in advance of the
audit recommendations or within the framework of the action plan defined
by the ICRMS Steering Committee.
The implementation of the action plans defined or being defined by
management has been constantly monitored by the Audit Department and
reported to TIM’s Control Bodies as part of the periodic reports. The
percentage of corrective actions implemented by management as a result of
audit activities conducted
in
the 2020-2022 period amounted
to
approximately 90% of the total number of actions envisaged in the
remediation plans to be completed in the reporting period, with a limited
incidence of the number of corrective actions with deadlines rescheduled in
2022.
It should be noted, however, that to date, the results of the audits carried out
by the Audit Department in 2022 have not shown any substantial
improvement, at least in terms of audit ratings, as the Board of Statutory
Auditors’ own analyses have shown. However, the Board of Statutory
Auditors, also on the basis of the assessments performed by the Audit
Department, believes that these outcomes are mostly attributable to the
operational consequences implemented as a result of the Company’s
management approaches referring to periods prior to the start of the
Other information
Report of the Board of Statutory Auditors 442
corporate turnaround programme, which involved, inter alia, the review of
the organisational structure and top management and the implementation of
the Action Plan from the second half of 2022.
As a result of the above, the Board of Statutory Auditors concludes that the
architecture of TIM’s Internal Control and Risk Management System
(ICRMS) is, on the whole, consistent with the recommendations of the
Corporate Governance Code, aligned with the main reference frameworks
and, at present, capable of identifying the main areas of business risk. In
light of all of the above, it is the opinion of the Board of Statutory Auditors
that the initiatives undertaken by management, while requiring time for
their completion and to be able to fully appreciate their effectiveness and
the related resilience of their implementation, reduce the areas of weakness,
noted by the Board of Statutory Auditors both in its report on the financial
statements as at 31 December 2021 and in its considerations expressed as at
30 June 2022, at levels that do not compromise the overall adequacy of the
ICRMS. In any event, for the purposes of a future expression of an opinion
on the complete adequacy of the Internal Control and Risk Management
System, it is absolutely essential that the programme to strengthen and
monitor TIM’s ICRMS initiated by management be completed in its
entirety and within the timeframe envisaged in the Action Plan, as
communicated to the Board of Directors, and be able to guarantee (i) the
maintenance of an adequate Tone at the Top by top and senior management
on the importance of compliance with the Control and Risk Management
System, and with ethical values and integrity (ii) the commitment by
management in the continuation of the path of improvement of the control
and management oversight processes, (iii) the effective, timely and
consistent implementation over time of the improvement actions identified
with reference to the specific components of the ICRMS and the action
plans that emerged from the activities of the Board of Statutory Auditors
and the Audit Department and, lastly, (iv) the continuation of initiatives to
raise the awareness of the entire corporate population, also through concrete
internal communication
initiatives, on
the “control culture” and
Other information
Report of the Board of Statutory Auditors 443
empowerment, at all organisational levels, on the correct application of
internal and external regulations and the principles of sound management.
For the purposes of the opinion on the internal control system expressed
above, the Board of Statutory Auditors has also monitored the work carried
out by the main players, also with reference to specific aspects, such as
special powers (“golden power”). In particular, insofar as coming under its
purview, the Board of Statutory Auditors also monitored the improvements
made and action taken to mitigate risks, in some cases requesting specific,
additional strengthening of the control measures.
It is also noted that the Company has voluntarily adhered to the Cooperative
Compliance regime and that the Board spoke with the Head of the
Reporting and Fiscal Monitoring Department, in accordance with art. 4,
subsection 2 of Italian Legislative Decree no. 128/2015, while the draft
report will be finalised and subsequently presented to the Board of
Directors only after the meeting between the Company and the Office of
Cooperative Compliance to formalise the Notice of Closure of the
Proceedings pursuant to point 6.1 of the Provision of the Director of the
Italian Revenues Agency Ref. no. 101573 of 26/5/2017. Said meeting will
take place after this report has been released.
The Board of Statutory Auditors has exchanged information with the
corresponding control bodies of the major Italian subsidiary companies.
The internal control and risk management system also includes the
Organisational Model 231, 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 Board of Statutory Auditors acquired information from the Supervisory
Body, which comprises a member of the Board, at specific meetings as well
as from an examination of the six-monthly reports prepared by the latter,
Other information
Report of the Board of Statutory Auditors 444
which indicate an organisational structure that could be improved in certain
areas such as procurement.
The latest version of the Organisational Model 231 and the Company’s
Code of Ethics and Conduct was approved by the Board of Directors on 15
March 2023, also incorporating new predicate offences.
With reference to the GDPR system, the Board of Statutory Auditors notes
that the DPO’s annual report – incorporated into the ICRMS Report and
discussed at the meeting of the Control and Risk Committee on 14 March
2023 – indicates that the specific organisational model was substantially
maintained and effective.
With reference to the news that appeared during 2022 and early 2023
concerning hacker attacks on TIM systems, the Board of Statutory Auditors
notes and acknowledges that from the feedback received from the
competent departments, said news is unfounded and that, on the contrary,
the network malfunctioning events reported by the media were due to
technical factors. In particular, the most serious of these was caused by the
actions of third parties beyond TIM’s control.
In 2022, the Company continued
the
training programme for
its
departments on the protection of personal data and the general principles of
the GDPR such as data subject rights, data transfer, data breach, governance
and individual employee accountability.
The TIM Group has adopted an Enterprise Risk Management Model (ERM)
which enables risks to be identified 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 managed by the Risk Management
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.
Other information
Report of the Board of Statutory Auditors 445
The Board of Statutory Auditors has acknowledged that, at its meeting on 2
March 2022, the Board of Directors defined the risk that was acceptable for
the Group (Risk Appetite) and the acceptable levels of deviation (Risk
Tolerance) under the scope of the new Industrial Plan. The Control and Risk
Committee subsequently acquired the reports of the ERM Department,
periodically monitoring the development of the main risks and the Group’s
risk profile (meetings of 2/8/2022 and 13/2/2023) and reporting to the
Board of Directors.
At its meeting on 14 February 2023, the Board of Directors examined the
risk analysis of the New Plan 2023-2025, formulated by the ERM
Department from a continuity perspective (i.e. without assessing the effects
of a possible delayering). This analysis shows a significant reduction in the
risk profile compared to the plan approved in 2022, with upward scenarios
more likely than downward ones.
In 2022 the Compliance organisational model was subject to changes aimed
at simplifying the information flows towards the Control Bodies; in this
perspective the IT & Security Compliance Policy & Design and IT &
Security Compliance Assurance departments were merged within the
Compliance Department.
Also in 2022, the Board of Statutory Auditors took note of the activities
carried out by Compliance, which focused on the following areas:
Definition of rules, processes and controls, Communication and training,
Monitoring.
These compliance audits, as indicated in the ICRMS report, led to the
conclusion that with reference to the specific operating contexts analysed
and the initiatives undertaken by the Compliance Department, no elements
emerged in 2022 that would lead to non-compliance risk profiles exceeding
levels that would affect the adequacy of the internal control system.
Nonetheless, areas for improvement were identified in relation to the Anti-
Corruption Management System, Financial Reporting and Gap Analysis
231 both in TIM and its subsidiaries.
Other information
Report of the Board of Statutory Auditors 446
***
In compliance with Italian Legislative Decree no. 254/2016 (hereinafter the
“Decree”), the Company has been required to disclose non-financial
information since the 2018 financial year.
The TIM Group NFS contains a description of topics regarding: the
corporate management model, corporate governance,
stakeholder
engagement, the materiality matrix and risk management, the results
achieved by the Company on topics relevant to the environment, the value
chain and human rights.
On 30 March 2023, the Auditor issued a report certifying that the
information provided in the NFS complies with the requirements of the
Decree and the reporting standards used, which reads as follows: “based on
the work carried out, no elements have come to our attention that would
lead us to believe that the TIM Group's NFS for the financial year ending
31 December 2022 has not been prepared, in all significant aspects, in
accordance with the requirements of Articles 3 and 4 of the Decree and the
GRI Standards.
Our conclusions on TIM Group's NFS do not extend to the information
contained in the "European Taxonomy" paragraph thereof, which is
required by Article 8 of European Regulation 2020/852.”
The Board of Statutory Auditors has obtained regular updates on the
conduct of activities prior to preparing the NFS and has monitored
observance of the provisions pursuant to the above Decree under the scope
of the duties assigned it by the system and, in particular, on the adequacy of
the procedures, processes and departments overseeing the production,
reporting, measuring and representation of the results and of information of
this nature.
Other information
Report of the Board of Statutory Auditors 447
As part of its duty to supervise compliance with the law and the Bylaws, the
Board of Statutory Auditors notes that the Company, in its NFS, has
complied with and applied the provisions of Regulation (EU) 2020/852 of
18 June 2020 (“Taxonomy”) on the establishment of a framework to
encourage sustainable investments.
Said Regulation requires that, as of 1 January 2022 (NFS referring to the
financial year 2021), information be provided only on climate change
mitigation and adaptation.
15. REMARKS ON THE ADEQUACY OF THE ADMINISTRATIVE AND ACCOUNTING
SYSTEM AND ITS ABILITY TO FAIRLY REPRESENT OPERATIONS
For the purpose of supervising financial reporting processes, the Board of
Statutory Auditors (in addition to the above-mentioned in-depth analyses
and discussions with the Auditor both with regard to the adequacy of the
internal control system and the procedures underlying the preparation of
accounting data, for which it did not receive any reports of critical aspects)
has periodically met the Executive responsible for measuring accounting
and corporate data and drafting the related accounting documents, together
with the accounting and risk department. To this end, the Board of Statutory
Auditors collected documents and
information,
including
through
interviews with the various company control, compliance, legal and
commercial departments, as well as with the Supervisory Board.
In order to guarantee compliance with Italian laws, TIM operates a
structured and documented model of detection and monitoring of risks
connected to financial reporting, which refers to the 2013 CoSo framework.
This model, managed with the help of a specific piece of software, regards
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.
Other information
Report of the Board of Statutory Auditors 448
The accounting structure and the related procedures have been defined and
organised under the responsibility of the Executive responsible together
with the pro tempore Chief Executive Officer, who have certified their
adequacy and effectiveness.
The Board also acknowledged the activities carried out pursuant to Law no.
262/05 concerning the Company's 2022 individual and consolidated
financial statements, which were submitted to the Board of Directors on 15
March 2023. Consequently, with regard to the administrative-accounting
system of the subsidiaries, pursuant to art. 15, subsection 1, letter c, ii) of
the Market Regulations (Conditions for the listing of shares of controlling
companies and of companies registered in and regulated by the laws of
States that are not members of the European Union), the Board of Statutory
Auditors has not ascertained facts and circumstances indicating that it is not
adequate to ensure that the data on equity and economic data required for
the preparation of the consolidated financial statements regularly reaches
the management and auditor of the controlling company.
In the course of periodic meetings, the Executive responsible did not point
out any shortcomings in the operational and control processes that could
affect the judgement of the correctness of company information.
The Board of Statutory Auditors also monitored the financial reporting
process.
With reference to the Company’s annual financial statements and
consolidated accounts for 2022,
the Board of Statutory Auditors
acknowledged the statements issued by the Chief Executive Officer and the
Executive responsible for preparing the corporate accounting documents of
TIM S.p.A. concerning the adequacy in relation to the characteristics of the
company and the actual application during 2022 of the administrative and
accounting procedures for the preparation of the financial statements and
the consolidated financial statements.
Other information
Report of the Board of Statutory Auditors 449
The Board of Statutory Auditors notes that, with reference to the goodwill
impairment test, this is applied in a consolidated and structured manner,
coordinated by the Chief Financial Officer, with the intervention of
independent external experts of acknowledged professional expertise and
with various departments intended to provide confirmation that the findings
were based on reasonable assumptions. The impairment procedure is
revised once a year and the process for impairment testing is analysed and
discussed in special meetings involving the Control and Risk Committee
and Board of Statutory Auditors, that precede 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 2022 financial statements was conducted
consistently with the procedure approved by the Board of Directors on 21
January 2022 and with the applicable IFRS standards, and structured with
various reference documents aimed at verifying the final results.
As a result of the impairment testing, there was no need to write down the
goodwill of the Domestic CGU (an impairment of 4,120 million euros had
been recognised as at 31/12/2021) nor of the Brazil CGU.
For further details, reference is made to the explanations given in the
"Goodwill" Note to the consolidated financial statements as of 31
December 2022 of the TIM Group.
Following the continuation of the war between Ukraine and Russia, the
Board of Statutory Auditors carried out some in-depth discussions with
both the Company’s departments and the Auditor during financial year
2022 and early 2023, with reference to the draft financial statements for
2022, on the possible effects on interest rates, exchange rates, energy costs,
and the economy in general.
Other information
Report of the Board of Statutory Auditors 450
16. REMARKS ON THE ADEQUACY OF THE INSTRUCTIONS IMPARTED BY THE
COMPANY TO ITS SUBSIDIARIES PURSUANT TO ARTICLE 114, SUBSECTION 2
OF LEGISLATIVE DECREE NO. 58/1998
The Board of Statutory Auditors, pursuant to art. 2403 of the Italian Civil
Code and art. 149 of the CLF:
• 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 disclosure obligations 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;
• exchanged periodic information with the Boards of Statutory
Auditors of the direct subsidiaries and verified - pursuant to art. 15
of the Consob Market Regulations adopted by resolution no. 20249
of 28 December 2018 (the "Consob Market Regulations") - that the
corporate organisation and procedures adopted allow TIM S.p.A. to
ascertain that its subsidiaries of significant importance incorporated
and governed by the law of non-EU countries have an administrative
and accounting system suitable for regularly providing
the
Company's management and auditor with data on equity and the
financial data necessary for the preparation of the consolidated
financial statements. As at 31 December 2022, the subsidiaries of
significant importance incorporated and governed by the law of non-
EU countries pursuant to article 15 of Consob's Market Regulations
are: TIM S.A. (telecommunications services - Brazil).
Other information
Report of the Board of Statutory Auditors 451
17. RELATIONS WITH SUPERVISORY AUTHORITIES
During 2022, the Board of Statutory Auditors sent a communication to
Consob pursuant to art. 149, subsection 3 of the CLF concerning certain
aspects of the Internal Control and Risk Management System.
In addition, the Board of Statutory Auditors, in 2022 and early 2023, held
several meetings with Consob, at the Authority’s request.
The Board of Statutory Auditors reports that it received a communication
from Consob pursuant to art. 115 of the CLF, inviting the Board of
Statutory Auditors to provide additional information on the checks
performed on the NFS.
It should be noted, moreover, that the Board of Statutory Auditors was
promptly informed by the Company with regard to the requests for
information, data and documents sent by Consob to the latter, pursuant to
art. 115 of the CLF, during the year 2022 and that the requests received
were promptly answered within the terms set out and/or agreed.
18. REMARKS ABOUT ANY RELEVANT ASPECTS THAT EMERGED DURING THE
MEETINGS HELD WITH THE AUDITORS PURSUANT TO ARTICLE 150,
SUBSECTION 2 OF LEGISLATIVE DECREE NO. 58/1998
In 2022, the Board of Statutory Auditors held regular meetings with the
external auditor (EY) during which data and significant information was
exchanged for the performance of their respective duties.
The Board of Statutory Auditors has analysed the work carried out by the
independent auditor, with specific reference to the approach and auditing
strategy for the financial 2022 and the definition of the audit plan, the scope
of work, the materiality and the significant risks for 2022. The key audit
matters and the related corporate risks were discussed, and the activities
planned by the independent auditor were deemed adequate.
Other information
Report of the Board of Statutory Auditors 452
The Board of Statutory Auditors has ascertained, from information obtained
from Independent Auditor EY 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 exchange of information with the independent auditors covered all the
main business processes and their recognition and representation in the
accounts. From this perspective, particular attention was paid to the critical
issues that emerged from the examination of certain complex contracts
during the Board of Statutory Auditors’ analyses carried out in the year.
In this context, the Independent Auditor - with whom periodic meetings
were held also regarding the provisions of art. 150 of the CLF in order to
exchange mutual information - did not report to the Board of Statutory
Auditors any reprehensible act or event or any irregularity requiring the
formulation of specific notifications pursuant to art. 155 of the CLF.
In compliance with that prescribed by art. 19 of Italian Legislative Decree
no. 39/2010, the Board of Statutory Auditors has verified and monitored the
independence of the external auditor, particularly as regards the provision
of services supplied to the Company, other than auditing.
Taking into account the EY declaration of independence (contained in the
Additional Report for the Committee for Internal Control and Audit) and
the additional appointments conferred by TIM and the Group companies on
EY and the companies belonging to its network, the Board of Statutory
Auditors believes that conditions are met for attesting to the independence
of the independent audit firm EY.
Other information
Report of the Board of Statutory Auditors 453
19. INDICATION OF THE ADHERENCE OR OTHERWISE OF THE COMPANY TO THE
CORPORATE GOVERNANCE CODE OF THE COMMITTEE FOR THE CORPORATE
GOVERNANCE OF LISTED COMPANIES
The Company's Board of Statutory Auditors performs its functions within a
governance framework that envisages information flows within the
company, the architecture of which is constantly evolving in relation to
TIM's organisational changes and which are therefore currently subject to
observation, assessment and monitoring by the Audit Department. The
Board of Statutory Auditors has taken note of the information provided in
the Report on Corporate Governance and Share Ownership approved by the
Board of Directors at its meeting on 15 March 2023.
The Company adheres to the new Corporate Governance Code and adhered
to the previous Corporate Governance Code.
The Board of Statutory Auditors took part in the meetings of the Board of
Directors and the Board committees and monitored the procedures for the
practical implementation of TIM's corporate governance rules, contained in
the Corporate Governance Code. In this perspective, the Board of Statutory
Auditors has also taken into account the recommendations of the Corporate
Governance Code, intervening where appropriate. In particular, the Board
of Statutory Auditors, during the meeting held in 2022 with the Chairman
of the Board of Directors and the Chief Executive Officer, pointed out to
them the need to ensure the following for members of the company bodies:
a) pre-meeting information sufficiently in advance; b) self-explanatory
material on the topics to be examined and discussed, organised so as to be
functional to the objectives; c) board meetings organised in a manner
functional to the relevance of the single items to be examined; d) direct
individual contributions in an orderly manner; e) development of a model
that facilitates Directors’ contributions and discussions aimed at challenging
the proposals of the executive directors.
Other information
Report of the Board of Statutory Auditors 454
All these aspects show margins for improvement.
At the same time, the Board of Statutory Auditors acknowledges that TIM
has adopted the criteria of the Corporate Governance Code for the
classification of Directors as independent. Based on the elements made
available by the interested parties pursuant to the Code and as per Consob
Issuers' Regulations, or in any case available to the Company, the annual
assessment of the requirements was carried out, most recently on 14
February 2023.
It should be noted that Directors De Meo and Cadoret resigned during
financial year 2022. Director De Puyfontaine also resigned on 16 January
2023.
Following an appropriate process by the Nomination and Remuneration
Committee, the Board of Directors, having consulted with the Board of
Statutory Auditors, co-opted Directors Giulio Gallazzi and Massimo Sarmi,
who will remain in office until the Shareholders’ Meeting of 20 April 2023.
Director Gallazzi’s
independence requirements were verified, while
Director Sarmi was found to be non-independent. It should be noted that the
Board of Directors, in light of the short time span between the date of the
resignations and the Shareholders’ Meeting, deemed it unnecessary to co-
opt a new director to replace the resigning De Puyfontaine. Furthermore, on
15/3/2023, the Board of Directors also resolved not to submit a nomination
for the related replacement to the Shareholders’ Meeting, inviting
shareholders to submit proposals within 15 days before said Shareholders’
Meeting.
Of the current 14 Directors in office, 10 meet the independence
requirements: Directors Gallazzi, Bonomo, Moretti, Romagnoli, Falcone,
Sapienza, Ferro Luzzi, Camagni, Carli and Boccardelli.
On 15 February 2023, the Board of Statutory Auditors checked that the
criteria and ascertainment procedures adopted by the Board of Directors to
assess the independence of its members were correctly applied, deeming
Other information
Report of the Board of Statutory Auditors 455
that the procedure had been implemented correctly.
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 Paola Sapienza.
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 regarding the
functioning of the Board of Directors or the management of the business.
On 13 March 2023, the Board of Statutory Auditors also checked that the
requirements of integrity, professionalism and independence were met by
each Auditor, in accordance with art. 148, subsection 3 of the CLF and the
Corporate Governance Code.
The main offices held by the members of the Board of Statutory Auditors
are also indicated in the “Report on Corporate Governance and Share
Ownership” for 2022, drafted by the Company pursuant to art. 123-bis of
the CLF, made available to the public within the terms of the law on the
Group’s website and using the other methods provided for by the
regulations in force.
The Board of Statutory Auditors acknowledges that all its members comply
with the regulatory provisions issued by Consob concerning the limit on the
accumulation of offices.
In compliance with the provisions set forth in the “Rules of Conduct of the
Board of Statutory Auditors of Listed Companies” of the Italian Board of
Chartered Accountants and Accounting Consultants, which state that the
Board of Statutory Auditors is required to carry out, after appointment and
subsequently on an annual basis, an assessment of its work in relation to the
concerted planning of its activities, the suitability of its members, the
adequate composition of the body with reference to the requirements of
Other information
Report of the Board of Statutory Auditors 456
professionalism, expertise, integrity and independence, as well as the
adequacy of the availability of time and resources in relation to the
complexity of the task (the “Self-Assessment”), it should be noted that the
Company’s Board of Statutory Auditors carried out the Self-Assessment for
2022, the results of which are the subject of a specific presentation in the
Company’s “Report on Corporate Governance and Share Ownership 2022”
pursuant to art. 123-bis of the CLF, made available to the public within the
terms of law on TIM’s website and using the other methods envisaged by
current regulations.
See TIM’s 2022 Report on the corporate governance and share ownership
for further information on the Corporate Governance of the Company,
which the Board of Statutory Auditors evaluates positively.
20. CONCLUSIVE ASSESSMENTS OF THE SUPERVISORY ACTIVITY CARRIED OUT
AND OF ANY OMISSIONS, MISCONDUCT OR IRREGULARITIES NOTED DURING
THE COURSE OF THIS ACTIVITY
The supervisory and control activities carried out by the Board of Statutory
Auditors, with the exception of the matters described in the preceding
sections of this report, did not bring to light any reprehensible facts,
omissions or irregularities, nor did the Auditor or the Supervisory Body
receive any indications of reprehensible facts or irregularities to be
mentioned in the Report to the Shareholders’ Meeting.
Other information
Report of the Board of Statutory Auditors 457
21. FURTHER ACTIVITIES OF THE BOARD OF STATUTORY AUDITORS
In carrying out its duties, the Board of Statutory Auditors has monitored, as
required by Article 149 of the CLF:
- compliance with the law and the Articles of association. In this regard,
we specify that, to the extent of our remit, we have also monitored: i)
for the purposes of the preparation of the financial statements for the
year ended as at 31 December 2022, compliance with the provisions
of the ESEF Regulation, and ii) for the purposes of the preparation of
the NFS, contained in the Group’s Sustainability Report for 2022,
compliance with Regulation (EU) no. 2020/852 of 18 June 2020 and
its Delegated Regulations (“Taxonomy Regulation”), also taking into
account the related FAQs published by the European Commission in
December 2022;
- compliance with the principles of correct administration;
- the procedures for the practical implementation of the corporate
governance rules laid down in the codes of conduct with which the
Company, by means of public disclosures, has declared that it
complies;
- the adequacy of the organisational, administrative and accounting
structures and the internal control and risk management system also
with respect to the purposes of the Code on Corporate Crisis and
Insolvency set forth in Legislative Decree no. 14/2019, which came
into force on 15 July 2022 following the issue of Legislative Decree
no. 83/2022, implementing Directive (EU) 2019/1023 (“CCII”) and,
in particular, the adequacy of the organisational structures also with
respect to the timely detection of crisis as per art. 3 of the CCII.
It should also be noted that the Directors' Report on operations includes a
paragraph describing the main features of the existing internal control and
risk management system in relation to the financial reporting process,
including consolidated reporting.
Other information
Report of the Board of Statutory Auditors 458
The Board of Statutory Auditors takes note that:
- the Directors' Report on operations complies with current legislation,
is consistent with the resolutions passed by the Board of Directors and
the results of the financial statements, and provides adequate
information on the Company's operations during the year and on intra-
group transactions. The section containing information on Related
Party transactions has been included, in compliance with IFRS
standards, in the notes to the financial statements;
- the Notes comply with current legislation, indicating the criteria
applied in valuing items in the financial statements and making
adjustments, and the Company's separate and consolidated financial
statements have been prepared in accordance with the structure and
format required by current legislation. In application of Consob
regulations, the financial statements expressly indicate the effects of
related party transactions on equity and the financial position, the
income statement and cash flows;
- the Boards of Directors of the main subsidiaries include directors
and/or managers of the Parent Company who guarantee coordinated
management and an adequate flow of information, also supported by
suitable accounting information.
Furthermore, it should be noted that the Board of Statutory Auditors:
- obtained from the Directors, at least on a quarterly basis, information
on the activities carried out and on the most significant strategic,
the
economic, financial and equity operations undertaken by
Company. The Board of Statutory Auditors - without prejudice to the
content of paragraph 2 concerning some company transactions
approved and/or carried out in 2022 - based on the available
information, can reasonably assure that the additional transactions
approved and carried out in the period under review comply with the
law and the Bylaws and are not clearly imprudent, or risky, or in
conflict of interest, or in contrast with the resolutions passed by the
Shareholders' Meeting, or such as to compromise the integrity of the
Other information
Report of the Board of Statutory Auditors 459
corporate assets;
- received from the Supervisory Body, which the Standing Auditor
Anna Doro is a member of, information on the results of its control
activities, from which it emerges that no anomalies or reprehensible
events violating the Organisational Model 231/2001 were found;
- held periodic meetings with representatives of the Independent
Auditors in order to exchange data and information relevant to the
performance of their duties, as required by Article 150, subsection 3 of
the CLF. In this regard, it should be noted that no significant data or
information emerged that should be reported herein;
- obtained information from the corresponding bodies of the main
subsidiaries with regard to management and control systems and the
general performance of company activities (pursuant to subsections 1
and 2 of art. 151 of the CLF).
22. REPORT OF ANY PROPOSALS TO BE BROUGHT TO THE ATTENTION OF THE
SHAREHOLDERS’ MEETING PURSUANT TO ARTICLE 153, SUBSECTION 2 OF
LEGISLATIVE DECREE NO. 58/98
Having acknowledged the Company's 2022 financial statements, having
taken into account all of the above, having considered the content of the
reports drawn up by the Auditor, having acknowledged the certifications
issued jointly by the Chief Executive Officer and Executive responsible for
preparing the corporate accounting documents, the Board of Statutory
Auditors, within its remit, finds no reasons to object to the proposal to
approve the Company's separate financial statements as at 31 December
2022 and the proposals formulated by the Board of Directors, as set out in
the Directors’ Report on operations and available at the Internet address:
www.gruppotim.it.
Other information
Report of the Board of Statutory Auditors 460
The Board of Statutory Auditors has noted that the Shareholders’ Meeting
was convened, in a manner consistent with the exceptional rules contained
in Decree Law no. 18 of 17 March 2020, pursuant to the extension set forth
in art. 3, subsection 10-undecies of Law no. 14 of 24 February 2023,
converting Decree Law no. 198 of 29 December 2022 (so-called
“Milleproroghe” Decree).
Milan, 30 March 2023
For the Board of Statutory Auditors
The Chairman
Francesco Fallacara
Other information
Report of the Board of Statutory Auditors 461
MOTIONS FOR RESOLUTIONS
Shareholders’ Meeting of TIM S.p.A.
April, 20 2023: Shareholders’ Meeting of TIM S.p.A. – single call
Medium
■ Financial statements as at 31 December 2022 - Coverage of the operating loss
■ Report on the remuneration policy and compensation paid - Approval of the first section (remuneration
policy) - Non-binding vote on the second section (2022 final balance)
■ Resolutions arising from the resignation of three Directors - Substitution of Luca de Meo - Substitution of
Franck Cadoret -Substitution of Arnaud Roy de Puyfontaine
■ Short-term incentive plan (MBO) 2023 - approval of the financial-instrument-based remuneration plan,
related and consequent resolutions
■ Long-Term Incentive Plan 2023-2025 - approval of the financial-instrument-based remuneration plan,
related and consequent resolutions
■ Request for authorisation for the purchase and disposal of treasury shares to service the Short-Term
Incentive Plan (MBO) 2023 and Long-Term Incentive Plan 2023-2025, inherent and consequent resolutions
Financial statements as at 31 December 2022 - Coverage of the
operating loss
Dear Shareholders,
The 2022 draft financial statements submitted for the approval of the Shareholders’ Meeting show a net loss of
3,076,991,836.16 euros. The reasons for this result are described in the report on operations, to which reference
should be made.
It is proposed that upon approval of the financial statements, the loss for the year be covered through full
utilisation of the Merger Surplus Reserve (of 776,679,887.65 euros), Miscellaneous Reserves (of 742,611,272.49
euros) and withdrawal from Paid-in capital of 1,557,700,676.02 euros as set forth below.
In view of the above, the Board of Directors submits for your approval the following proposal
The Shareholders’ Meeting of TIM S.p.A.,
■ having examined the annual financial report of TIM S.p.A.;
■ having taken note of the reports by the Board of Statutory Auditors and the independent auditors EY
S.p.A.;
resolved
■
■
to approve the 2022 financial statements of TIM S.p.A..
to cover the loss for the year of TIM S.p.A. (equal to 3,076,991,836.16 euros)
■
■
■
for 776,679,887.65 euros through use of the Merger Surplus Reserve;
for 742,611,272.49 euros through use of the Miscellaneous Reserves;
for 1,557,700,676.02 euros through use of the Paid-in capital.
Report on the remuneration policy and compensation paid -
Approval of the first section (remuneration policy) - Non-
binding vote on the second section (2022 final balance)
Dear Shareholders,
the report on the remuneration policy for financial year 2023 and the remuneration paid in financial year 2022
was prepared on the basis of the applicable regulatory framework.
This document is divided into two sections:
■
the first illustrates the Company's policy on the remuneration of Directors, Statutory Auditors and Key
Managers with Strategic Responsibilities, and is subject to a binding resolution of the Shareholders'
Meeting, with the possibility of derogation in the event of exceptional circumstances, within the limits and
under the procedural conditions specified in the same document;
Other information
Report of the Board of Statutory Auditors 462
■
the second presents the items that make up the remuneration of the persons mentioned above, with an
analytical illustration of the 2022 remuneration; indicates how the Company considered the Shareholders'
vote of 7 April 2022 and is subject to a non-binding resolution of the Shareholders' Meeting in favour or
against.
All that said, you are called upon to express your views separately on the first and second sections of the
report, as described above. For this purpose, the Board of Directors submits the following proposals for your
approval
Proposal 1: approval of the first section of the report on the remuneration policy and compensation paid
The Shareholders' Meeting of TIM S.p.A., having regard to applicable regulations,
resolved
the approval of the first section of the report on the remuneration policy and compensation paid by the
Company.
Proposal 2: non-binding vote on the second section of the report on the remuneration policy and
compensation paid
The Shareholders' Meeting of TIM S.p.A., having regard to applicable regulations,
resolved
in favour of the second section of the report on the remuneration policy and compensation paid by the
Company.
Resolutions arising from the resignation of three Directors -
Substitution of Luca de Meo - Substitution of Franck Cadoret -
Substitution of Arnaud Roy de Puyfontaine
Dear Shareholders,
on 29 September 2022, 16 November 2022 and 16 January 2023, the directors Luca de Meo, Franck Cadoret
and Arnaud Roy de Puyfontaine respectively resigned from their positions in the Company.
At the meetings of 30 November and 15 December 2022, the Board of Directors - replacing the first two
directors - co-opted Giulio Gallazzi and Massimo Sarmi, who will remain in office as directors until the next
Shareholders' Meeting.
On 14 February 2023, the Board of Directors resolved not to co-opt a Director to replace Arnaud Roy de
Puyfontaine, given the approaching Shareholders' Meeting which will be called to decide the appointment.
Since the slate voting mechanism does not apply to these cases, as the Bylaws only require it for the renewal
of the entire board, we propose that you appoint the aforementioned Giulio Gallazzi, Massimo Sarmi (whose
curricula vitae are available on the Company’s website) as Directors of TIM for the remaining duration of the
term of office of the serving Board of Directors and therefore until approval of the financial statements for the
year ending on 31 December 2023.
With regard to the appointment of the third Director, since the Board of Directors has decided not to make any
proposals in this regard, the Shareholders are invited to propose their own candidates.
Considering the particular manner in which the Shareholders' Meeting will be held and the circumstance that
participation in the Shareholders' Meeting will be allowed exclusively through the Appointed Representative
and that no proposals may be submitted during the proceedings (as clarified by Consob), Shareholders are
invited to consider submitting the names of the candidates to be voted at the Shareholders' Meeting by the
deadline set for submitting individual candidatures, i.e. by 5 April 2023, accompanying the proposal: (i) with a
declaration in which the candidate accepts the nomination and certifies, at their responsibility, that there are
no causes of ineligibility or incompatibility and that the requisites required by law and the Bylaws for the office
are present; (ii) exhaustive information on the personal and professional characteristics of the candidate, with
an indication of the administration and control positions held in other companies; and (iii) information on the
identity of the Shareholders submitting the proposal with an indication of the total equity held, to be attested
within the terms and according to the procedures set forth in applicable laws and regulations.
The proposals received - after they have been verified as complete and compliant with the applicable
regulations - will be announced by 6 April 2023 (with accompanying documentation) through publication on
the Company's website at www.gruppotim.it/assemblea.
In light of the above, the Board of Directors submits the following proposals for your approval.
Proposal 1: Appointment of a Director to replace Luca de Meo
The Shareholders’ Meeting of TIM S.p.A.,
■ given that Luca de Meo’s has ceased to hold office as a Director (and the removal from office of Giulio
Gallazzi, who had already been co-opted by the Board of Directors to replace Luca de Meo);
Other information
Report of the Board of Statutory Auditors 463
■ considering that the term of office of the current Board of Directors will expire with approval of the
financial statements as at 31 December 2023 (as per the Shareholders' Meeting resolution of 31 March
2021),
resolved
to appoint Giulio Gallazzi as Director of the Company expiring together with the Directors in office and
therefore until the approval of the financial statements at 31 December 2023.
Proposal 2: Appointment of a Director to replace Frank Cadoret
The Shareholders’ Meeting of TIM S.p.A.,
■ given that Frank Cadoret's has ceased to hold office as a Director (and the removal from office of Massimo
Sarmi, who had already been co-opted by the Board of Directors to replace Frank Cadoret);
■ considering that the term of office of the current Board of Directors will expire with approval of the
financial statements as at 31 December 2023 (as per the Shareholders' Meeting resolution of 31 March
2021),
resolved
to appoint Massimo Sarmi as Director of the Company expiring together with the Directors in office and
therefore until the approval of the financial statements at 31 December 2023.
Proposal 3: Appointment of a Director to replace Arnaud Roy de Puyfontaine
The Shareholders’ Meeting of TIM S.p.A.,
■ given that Arnaud Roy de Puyfontaine has ceased to hold office as Director and the decision of the Board
of Directors not to co-opt a Director to replace him;
■ considering that the term of office of the current Board of Directors will expire with approval of the
financial statements as at 31 December 2023 (as per the Shareholders' Meeting resolution of 31 March
2021),
resolved
to invite the Shareholders to formulate proposals for candidates as Director of the Company expiring together
with the Directors in office and therefore until the approval of the financial statements as at 31 December
2023.
Short-term incentive plan (MBO) 2023 - approval of the
financial-instrument-based remuneration plan, related and
consequent resolutions
Dear Shareholders,
pursuant to art. 114-bis of Legislative Decree 58 of 24 February 1998 (the “CLF”), the Board of Directors submits
for your approval a new, short-term incentive instrument based on ordinary Telecom Italia shares (the
“Shares”), introduced into the company remuneration policy as illustrated in the first section of the
corresponding report, which is also submitted to the Shareholders’ Meeting for review.
For further details, please refer to the information document prepared in accordance with the Issuer
Regulations (adopted by Consob in resolution 11971 of 14 May 1999 and as subsequently amended). It should
be noted that the Short-Term Incentive Plan (MBO) 2023 (hereinafter the 'Plan') introduces, as part of the
broader short-term
incentive system applied to the Chief Executive Officer, General Manager and
management (MBO), a partial deferral and co-investment mechanism applicable to a selected portion of
management (up to approximately 50 managers), in line with the recommendations of the Corporate
Governance Code and the most advanced practices.
In particular, in order to promote greater alignment between the interests of management and the goal of
creating value for shareholders, the Plan provides for the payment of 25% of the MBO bonus in Shares to a
selected portion of management (i.e. The Chief Executive Officer and General Manager, the top managers and
holders of key positions); the shares thus allocated will be subject to a lock-up of 12 months from assignment
(without prejudice to the right to "sell to cover" payment of the taxes due). It is also envisaged that, at the end
of the lock-up period, a Bonus Share will be allocated free of charge in the ratio of 1 for every 4 Shares
allocated and depending on the achievement of specific performance conditions.
The incentive will be acknowledged subject to the achievement of economic and financial targets (one of
which is a 'Gate' at 78% of the incentive, for the Chief Executive Officer and top management) and ESG
targets. The incentive may also be suspended and/or cancelled for all management (with the exception of the
Chief Executive Officer) in the presence of significant shortcomings - not remedied within the deadlines
indicated by the Control Departments - resulting from audits, the system for internal control over financial
reporting pursuant to Law 262/200 and the organisational and management model pursuant to Legislative
Decree 231/2001.
To service the initiative referred to in this report and the "Long-Term Incentive Plan 2023-2025", authorisation
is requested to purchase a maximum of 135,000,000 Shares, pursuant to Articles 2357 and 2357-ter of the
Italian Civil Code and Article 132 of Legislative Decree 58 of 24 February 1998.
The proposal is also made to give the Board of Directors the power, where deemed necessary or appropriate,
to fund the Plan, in whole or in part, by the use of treasury shares in the Company's portfolio as at the date of
this resolution. The Board of Directors therefore also requests the Shareholders' Meeting for authorisation to
use the aforementioned treasury shares free of charge, for the benefit of the beneficiaries of the Plan for as
long as necessary.
Other information
Report of the Board of Statutory Auditors 464
The Board of Directors invites you to refer to the information document for an analytical explanation of the
initiative (available on the Company's website at www.gruppotim.it/agm), and submits for your approval the
following proposal.
The Shareholders’ Meeting of TIM S.p.A.,
■ having examined the Board of Directors’ explanatory report and the disclosure document on the 2023
Short-Term Incentive Plan (MBO),
resolved
■
■
to approve the 2023 Short-term incentive Plan (MBO) in the general terms described above and detailed in
the information document published in accordance with the applicable regulations;
to grant the Board of Directors, with the power to sub-delegate, all the powers necessary or appropriate (i)
to define any Plan regulations and any other documentation accompanying the same, (ii) to implement
the Plan, proceeding with any activities needed to comply with the regulations in force at the time, (iii) to
make any amendments and/or additions needed to the Plan, its regulations and any other documentation,
with authorisation to carry out acts of disposal of the ordinary treasury shares held in the Company
portfolio at the time, to the benefit of the beneficiaries of the short-term incentive Plan (MBO) 2023 for as
long as necessary.
Long-Term Incentive Plan 2023-2025 - approval of the
financial-instrument-based remuneration plan, related and
consequent resolutions
Dear Shareholders,
you have been called to discuss and resolve on the proposed long term share-based incentive plan entitled the
“Long-Term Incentive Plan 2023-2025” (hereinafter the "LTI Plan”).
As described in the information document (available on the Company's website at www.gruppotim.it/agm to
which reference should be made for further details), the LTI Plan consists of the free allocation of shares to the
Chief Executive Officer, Top management and a selected number of key managers for achieving the objectives
of the 2023-2025 Strategic Plan (the "Beneficiaries"), which is proposed to promote both the effective
implementation within the three-year period of the delayering plan, overcoming vertical integration and the
commitment to reducing leverage and maintaining a sustainable capital structure, as well as focusing on the
challenges faced by the individual Business Units already identified at an organisational level and the
achievement of their specific objectives, improving organic performance in each of the activities in the
portfolio.
The Beneficiaries of the LTI Plan - the total number of which is up to about 140 managers - are divided into
four pay-opportunity brackets.
The LTI Plan consists in the offer of Performance Shares (i.e. free allocation rights to Telecom Italia S.p.A.
ordinary shares), with a three-year vesting, to the Beneficiaries, in a number varying in relation to the
achievement of predetermined performance conditions, differentiated according to the office held and the
scope of activities, consisting of equity, industrial and ESG targets (indicated in detail in the Information
Document).
The shares allocated will have normal dividend entitlement upon vesting and the same characteristics as the
ordinary shares outstanding at the time, and will be subject,
■ a 2-year lock-up of 50% of the shares remaining after the exercise of the "sell to cover" option (sale upon
maturity of a sufficient number of shares to pay the taxes due)
■ a claw-back, whereby the Company reserves the right, in the three years following the allocation, to ask
the beneficiary to return, in whole or in part, the shares assigned (minus those sold to meet the tax
liabilities arising from the LTI Plan) or their equivalent value at the date of allocation, if they were assigned
on the basis of data that later proved to be incorrect, resulting in a restatement of the financial
statements, or in cases of fraud or other wilful misconduct or gross negligence.
To service the initiative referred to in this report and the "Short-Term Incentive Plan (MBO) 2023", authorisation
is requested to purchase a maximum of 135,000,000 Shares, pursuant to Articles 2357 and 2357-ter of the
Italian Civil Code and Article 132 of Legislative Decree 58 of 24 February 1998.
It is also proposed to give the Board of Directors the power, where deemed necessary or appropriate, to fund
the LTI Plan, in whole or in part, by using treasury shares in the Company's portfolio as at the date of this
resolution. The Board of Directors therefore also requests the Shareholders' Meeting for authorisation to use
the aforementioned treasury shares free of charge, to the benefit of the beneficiaries of the LTI Plan for as long
as necessary.
As mentioned, the Board of Directors invites you to refer to the information document for an analytical
explanation of the initiative, and submits for your approval the following proposal
The Shareholders’ Meeting of TIM S.p.A.,
■ having examined the explanatory report of the Board of Directors and the information document on the
Long-Term Incentive Plan 2023-2025,
resolved
■
to approve the incentive plan entitled 2023-2025 Long-Term Incentive Plan in the terms stated in the
information document published in accordance with the applicable regulations;
Other information
Report of the Board of Statutory Auditors 465
■
to grant the Board of Directors, with the power to sub-delegate, all the necessary or appropriate powers to
implement the initiative and make any amendments and/or additions needed to actuate the resolution,
also for the purposes of compliance with applicable regulatory provisions, including the power to adopt
specific regulations for the initiative, with authorisation to carry out in due time acts of disposal free of
charge of the ordinary treasury shares in the Company’s portfolio to the benefit of the beneficiaries of the
Long-Term Incentive Plan 2023- 2025 for as long as needed.
Request for authorisation for the purchase and disposal of
treasury shares to service the Short-Term Incentive Plan (MBO)
2023 and Long-Term Incentive Plan 2023-2025, inherent and
consequent resolutions
Dear Shareholders,
you have been called to discuss and resolve on the proposal to approve the authorisation to purchase and
dispose of treasury shares, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code and Article 132 of
Legislative Decree 58 of 24 February 1998 (the "CLF”) and in compliance with the provisions of Article 5 of EU
Regulation 596/2014 (the "MAR") and EU Delegated Regulation 2016/1052 (the "Delegated Regulation"), to
service the Short-Term Incentive Plan (MBO) 2023 and the Long-Term Incentive Plan 2023-2025 (the "Plans").
This explanatory report (the ‘Explanatory Report’) drafted pursuant to and in accordance with Article 73 of the
regulation adopted by Consob with resolution 11971 of 14 May 1999 (the 'Issuer Regulation') and the relevant
Annex 3A, Schedule No. 4, illustrates the reasons and terms of the proposal.
A. Reasons for requesting authorisation to purchase and dispose of treasury shares
The Board of Directors submits to the Shareholders' Meeting a request for authorisation to carry out purchase
operations of ordinary shares of Telecom Italia S.p.A, without nominal value, (the "Shares") and to dispose of
the same in compliance with applicable regulations and, in particular, with the conditions set forth in Article 5
of the MAR, so as to create the necessary resources to meet the obligations arising from the Plans, having the
purpose of incentivizing, building loyalty and retaining top management in the TIM Group, submitted for
approval to today's Shareholders' Meeting and described in the information documents available on the
Company's website at www.gruppotim.it/agm to which reference should be made for full details.
The request for authorisation is therefore not a preliminary to operations for reducing share capital by
cancelling the Shares purchased.
With reference to the disposal of the Shares thus acquired, considering the purposes underlying this request
for authorisation, the Board of Directors proposes that the Shareholders' Meeting authorise the allocation, free
of charge, of such Shares to the beneficiaries of the Plans, provided, of course, that the conditions set forth in
the relevant implementing regulations are met, specifying that such procedures will also be applicable to the
treasury shares already held in the Company's portfolio. Authorisation is also requested for the Board of
Directors to use any Shares in excess of those actually used to service the Plans, to service other remuneration
and incentive plans approved by the Shareholders' Meeting and/or sold on or outside the market, possibly even
through the transfer of rights in rem and/or personal rights.
In any case, all purchases and disposals will be carried out in compliance with the law and applicable
regulations, in particular concerning 'market abuse', and ensuring equal treatment of shareholders.
B. Maximum number of shares in the authorisation proposal
At the date of formulating this proposal, the certified share capital of Telecom Italia S.p.A. is represented by
21,357,258,195 shares, of which 15,329,466,496 are ordinary shares and 6,027,791,699 are savings shares, all
without par value.
Without prejudice to the provisions of Article 2357, subsection 1 of the Italian Civil Code, the authorisation
requested concerns the purchase of treasury shares, in one or more instalments, for a maximum number of
135,000,000 Shares (corresponding to 0.88% of the capital of the category and to 0.63% of the total capital), it
being understood that purchases may not be made for amounts that are not covered by the available reserves
resulting from the Company's last duly approved financial statements.
In any case, the number of treasury shares that may be purchased may never exceed the limit of one-fifth of
the share capital pursuant to Article 2357, subsection 3 of the Italian Civil Code, also taking into account for
such purpose the shares of the Company already owned or that may be acquired from subsidiaries.
C. Further useful information for assessing compliance with Article 2357, paragraph 3 of the Civil Code
As of today, the Company holds 115,942,196 Treasury shares, representing approximately 0.54% of the share
capital. No treasury shares are held through subsidiaries, trusts or intermediaries.
It follows that the maximum number of Shares proposed for purchase is within the legal limits, subject to the
limitations set forth in the previous paragraph. In such regard, it should be noted that the draft financial
statements of TIM S.p.A. as at 31 December 2022, submitted for the approval of the same Shareholders’
Meeting called for the approval of this Authorisation, show available reserves of a total of more than 400
million euros (already taking into account the proposed covering of the losses for the year 2022).
Upon the purchase or sale of Shares, as further clarified below, the appropriate accounts postings must be
made, in accordance with the legal provisions and applicable accounting standards.
Other information
Report of the Board of Statutory Auditors 466
D. Duration for which authorisation is required
It is proposed that the purchase authorisation be granted for a period of eighteen months from the date of the
resolution of the shareholders' meeting.
Authorisation for the disposal of treasury shares already in the portfolio and those that will be purchased for
the purposes illustrated above is requested without time limits, in light of there being no regulatory constraints
in this regard and of the need to have maximum flexibility, also in terms of timing, to carry out the disposal of
the same.
E. Methods of purchase
The purchase of the Shares will be carried out on regulated markets, pursuant to Article 132 of the
Consolidated Law on Finance and Article 144-bis, subsection 1, letter b) of the Issuer Regulation, in accordance
with the operating procedures set forth in the organisational and management regulations of such markets, so
as to ensure equal treatment of the Shareholders.
Purchases will therefore be made, exclusively and in instalments, on the Euronext Milan market (formerly
Electronic Share Market) organised and managed by Borsa Italiana S.p.A., according to operating procedures
established by the latter that do not allow the direct matching of trading proposals for purchase with
predetermined trading proposals for sale.
F. Minimum and maximum prices
With reference to the fee for the purchase operations, the price of each of the treasury shares, including
ancillary purchase costs, must be within the lower limit of not less than 5% (five per cent) and the upper limit
of not more than 5% (five per cent) of the official price recorded by the share on the Euronext Milan market on
the day prior to the purchase. This range is proposed in compliance with the rules of the Italian civil code that
require the minimum and maximum price to be defined.
In any case, the price may not be higher than the higher of the last and the current independent purchase bid
on the market.
Resolution proposed to the Assembly
In light of the above, the Board of Directors submits the following resolution proposal to the Shareholders'
Meeting for approval:
The Ordinary Shareholders’ Meeting of TIM S.p.A.,
■ having examined the explanatory report of the Board of Directors
■ having examined the financial statements as at 31 December 2022 just approved
resolved
■
to authorise, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code and Articles 132 of the CLF and
144-bis of the Issuer Regulation, and in compliance with the trading conditions set forth in Article 3 of the
Delegated Regulation implementing the MAR, the purchase of a maximum number of 135,000,000
Telecom Italia S.p.A. ordinary shares, without nominal value, (the "Shares") and the performance of acts of
disposal of the same, as well as those purchased on the basis of previous plans to purchase treasury
shares, at the following conditions:
■
■
■
the authorisation is limited to purchases to be made to service the Short-Term Incentive Plan (MBO)
2023 and the Long-Term Incentive Plan 2023-2025 (the 'Plans');
the purchase price of each of the Shares, including ancillary purchase costs, must be within the lower
limit of not less than 5% (five per cent) and the upper limit of not more than 5% (five per cent), of the
official price recorded by the share on the Euronext Milan market (formerly Electronic Share Market) on
the day prior to the purchase;
the Company may purchase the Shares, in one or more instalments, within 18 months of the date of
this resolution;
■ purchases will be made within the limits of the distributable profits and available reserves resulting
from the last duly approved financial statements;
■
the purchase of the Shares will be carried out on regulated markets, pursuant to Article 132 of the
Consolidated Law on Finance and Article 144-bis, subsection 1, letter b) of the Issuer Regulation, in
accordance with the operating procedures set forth in the organisational and management
regulations of such markets, so as to ensure equal treatment of the Shareholders. Purchases will
therefore be made, exclusively and in instalments, on the Euronext Milan market organised and
managed by Borsa Italiana S.p.A., according to operating procedures established by the latter that do
not allow the direct matching of trading proposals for purchase with predetermined trading proposals
for sale.
■
the Shares may be allocated without limitations of time, free of charge, to the beneficiaries of the
Plans, subject to compliance with the laws and regulations in force at the time;
■
to authorise, without time limits, the allocation of the Shares acquired pursuant to this authorisation, or in
any case in TIM's portfolio, to service the Plans, as well as - in case of any surplus - to service any other
remuneration and incentive plans approved by the Shareholders' Meeting and/or their sale on the market
or outside it, possibly even through the transfer of rights in rem and/or personal rights including, by way of
example only, securities lending, for the purposes permitted by law and at the terms, methods and
conditions of the deed of disposal of treasury shares deemed most appropriate in the Company's interest;
Other information
Report of the Board of Statutory Auditors 467
■
to appoint the Chairman of the Board of Directors and the Chief Executive Officer, also severally and with
the power to sub-delegate:
•
•
•
to execute today's resolution by, inter alia, identifying the reserve funds to be used for the purchase
of treasury shares, and to proceed with the consequent accounting pursuant to law, as well as to
dispose of the treasury shares already available in the company's assets for the best execution of
this resolution;
to establish the methods, timing and all the implementation and ancillary terms for the best
execution of this resolution, to such purpose making all the appropriate evaluations and verifications
and handling all the related duties, requirements and formalities, none excluded or excepted; and
to deal with any other formalities relating to the disposal operations referred to in this resolution,
including the possible granting of appointments to legally qualified brokers and with the power to
appoint special agents.
Other information
Report of the Board of Statutory Auditors 468
GLOSSARY
The following explanations are not intended as strict definitions, but to assist readers to understand certain
terms as used in this Annual Report.
2G (second-generation Mobile System)
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.
3G (third-generation Mobile System)
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.
3GPP (3rd Generation Partnership Project)
The 3rd Generation Partnership Project (3GPP) unites seven telecommunications standard development
organizations (ARIB, ATIS, CCSA, ETSI, TSDSI, TTA, TTC), known as “Organizational Partners” providing their
members with a stable environment to produce the Reports and Specifications that define 3GPP technologies
as basis for a Mobile Broadband Standard. The 3GPP specifications cover cellular telecommunications
technologies, including radio access, core network and service capabilities, which provide a complete system
description for mobile telecommunications.
3GSO (Third Generation Switch Off)
Activity aimed at switching off 3G already implemented by various operators around the world. TIM will
execute it in 2022. The frequencies used can be made available to newer systems such as 5G to ensure greater
coverage and capacity while respecting electromagnetic limits.
4G (fourth-generation Mobile System)
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,
high-definition 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.
4K o UHD (Ultra High Definition)
4K, also called Ultra HD (defined by the Blu-ray Disc Association), is a resolution standard for digital television,
digital cinema and computer graphics. 4K refers to a television resolution of 3,840 x 2,160 pixels. This is four
times the number of a Full HD television; the higher pixel density produces a clearer, cleaner and a better
defined image, with more detail and texture. Its evolution is represented by 8K which will be 4 times higher.
5G (fifth-generation Mobile System)
The term 5G indicates the set of technologies whose standards define the fifth generation of mobile telephony
with a significant evolution compared to 4G / IMT-Advanced technology. Its global distribution started in 2019.
The main elements of the 5G network are:
▪ Gbit-rate significantly higher than 4G in larger spectrum bandwidth (up to tens of Gbit/s over hundreds of
MHz) to ensure greater quality of service, for innovative services such as video download and live
streaming;
▪ ultra-low latency in the order of milliseconds;
▪ possibility of connecting simultaneously hundreds of thousands of objects (Internet of Things): wearable
technologies, automatic systems for traffic control, assisted driving for vehicles, home automation;
▪ ability to connect moving vehicles at higher speeds.
5G Core
It is the "core" segment of a 5G network designed to be natively cloud native. The interactions among its
components (Network Functions) are based on service exposure paradigm similarly to what happens for Web
Services. The new 5G Core also introduces new orchestration capabilities and new functionalities such as
Network Slicing, edge computing support and service exposure towards third parties.
5G NR (5G New Radio)
It is the new 5G Radio Access Technology (RAT). See 5G SA and NSA.
5G NSA
The non-standalone (NSA) mode refers to a 5G deployment option where NR works in cooperation with an LTE
access.
Other information
Glossary 469
5G SA
The standalone (SA) mode refers to a 5G deployment option based only on one 5G RAT (i.e. NR or LTE) without
cooperation with another RAT), connected to a 5G Core Network.
Access charge
Amount charged by national operators for the use of their network by other network operators also known as
an "interconnection fee".
ABR streaming (Adaptive Bit Rate)
Adaptive bitrate streaming or ABR streaming, sometimes shortened to ABS, is a technique for dynamically
adjusting the compression level and video quality of a stream to match bandwidth availability.
ADS (American Depositary Shares)/ ADR (American Depositary Receipt)
Instruments used for the listing on the NYSE (The New York Stock Exchange).
ADSL (Asymmetric Digital Subscriber Line)
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.
AGCOM (Autorità per le Garanzie nelle COMunicazioni)
Italian National Regulatory Authority related Communication.
Agile
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.
AI (Artificial Intelligence)
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.).
Analog Transmission
Analog transmission is a method of transmitting voice, data, image, or video information using a continuous
signal that varies in amplitude, phase, or other property, in proportion to that of a variable. An example is the
transfer of a source signal, using an analog modulation method such as frequency modulation (FM) or
amplitude modulation (AM), or no modulation at all. In Telco networks analog transmission has commonly
been replaced by digital transmission technologies.
AON (Active Optical Network)
Optical distribution network based on active equipment. Used for the first optical networks in the 2000s and
then replaced by PON.
API (Application Programming Interface)
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.
AR (Augmented Reality)
Reality that surrounds us and which is enriched with additional content such as images, videos, 3D models,
etc. viewed via mobile devices.
ASN (Autonomous System Number)
An autonomous system number is a unique identifier that is globally available and allows its autonomous
system to exchange routing information with other systems.
ATM (Asynchronous Transfer Mode)
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.
Avatar
Digital representation of a person who, in the XR, allows you to interact with the environment and with other
people.
Automation
This term identifies technologies for automated equipment, systems and processes automation, reducing the
need for human intervention and simplifying network setup and maintenance activities.
Other information
Glossary 470
Backbone
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.
Backhauling
It refers to the interface between the radio access node and the core network.
Big Data
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.
Bitstream access
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).
Blockchain
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.
BRAS (Broadband Access Server) - BNG (Broadband Network Gateway)
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.
Broadband
Includes network technologies that allow a transmission speed of at least 2 Mbit/s. These speeds are made
available both on the fixed copper network, starting with ADSL technology, and on the mobile network starting
with third generation systems. Broadband services include both data and voice services. Data services include
high-speed internet access, the ability to download audio and video files, point-to-point and multi-point
interactive video services (video calling and video conferencing), video on demand and (download and
streaming) television programs.
Broadcast
Simultaneous transmission of the same information to all nodes and terminal equipment of a network.
BSC (Base Station Controller)
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.
BSS (Business Support System)
The system used by network operators to manage business operations such as billing, sales management,
customer-service management and customer databases.
BTS (Base Transceiver Station)
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.
Bundle
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.
Bypass
Opposite of COLT; these are Central Offices that don’t contain active equipments for NGA customers; in long
term plans will be released, not before migrating all legacy services.
CaaS (Container as a service)
Through a Cloud CaaS (Container as a Service) offer, a consumer acquires in a flexible and dynamic way from a
Cloud Provider an environment typically based on Kubernetes technology in which it is possible to execute
containers. The CaaS environment will manage the life cycle of the container and the related scaling-up and
upgrade needs in line with the shared policies.
Caching
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. The enabling technology could be also based on a standard and open approach (open
caching) or using a proprietary and closed one (alien caching).
Other information
Glossary 471
Carrier
Telecommunication services operator, providing a transport of communication services by means of its
physical telecommunication network.
Carrier Aggregation
Technology used to aggregate more radio carriers to increase the transmission speed over a wireless network.
CAS (Conditional Access Systems)
Conditional access systems (CAS) are used by content providers, such as pay-TV operators, to ensure only
those subscriber devices which meet certain conditions can access the protected content. Conditional access
systems work by encrypting digital transport streams (the pay-TV content) and sending authorizations to
decrypt the content separately.
CAT M1 (Category M1) or LTE Cat-M
Cat-M1, also known as LTE Cat-M, is a low-cost LPWAN technology developed by 3GPP as part of the 13th
release of LTE standard. It's a complementary technology to NB IOT, with faster upload and download speeds
of 1Mbps and lower latency of 10 to 15ms.
CCA (Current Cost Accounting)
A method of accounting that values assets at their current replacement cost rather than their original cost.
CDMA (Code Division Multiple Access)
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.
CDN (Content Delivery Network)
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.
CDP (Carbon Disclosure Project)
International initiative that encourages companies to focus on the management of the risks and opportunities
emerging from climate change.
Cell
Geographical portion of territory illuminated by a radio base station.
Central Office
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.
Central Unit (CU)
It is a logical node hosting PDCP, RRC and SDAP protocol layers and other control functions based on a higher
layer functional split.
Channel
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.
CI/CD (Continuous Integration/Continuous Delivery):
In software engineering, CI/CD or CICD is the combined practices of continuous integration (CI) and (more
often) continuous delivery or (less often) continuous deployment. CI/CD bridges the gaps between
development and operation activities and teams by enforcing automation in building, testing and deployment
of applications.
Closed User Group
Group of customers who can make and receive calls or messages within the group at special conditions
(restricted access, dedicated pricing).
Cloud
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).
Other information
Glossary 472
Cloud Continuum
A cloud composed by a set of point of presence spanning from central to edge locations working as a single
cloud.
Cloud native
Cloud native refers to an approach to build applications in a way that allows the full exploitation of the cloud
paradigm (see Cloud).
CNI (Cloud Native Infrastructure)
Cloud-native infrastructure is the hardware and software that runs and supports the applications that are built
to draw on the cloud's advantages, and that only exist in the cloud
CNF (Cloud Native Function)
Virtualized network functionality on COTS (Commercial Off The Shelf) HW, hosted on Telco Data Center or
Public Cloud, flexible and dynamic capacity, use of Containers and Micro Services, automated LCM.
Cogeneration
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.
Cognitive Computing
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.
COLT (Central Office Long Term)
It refers to Central Offices that remain also for long term plans, connecting NGA customers with Fiber Optic.
Community
A group of people who have some interests in common and communicate via Internet (i.e. via social network).
Connected Car
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.
Container
A container is an abstract unit of software that is executable and self-contained, with everything needed to
run an application: code, runtime, tools, and system libraries. Containers have defined parameters and can run
a specific program, workload, or task. Each container that runs is reproducible. Containers allow you to
decouple applications from the infrastructure of the host on which they run. This approach makes it easier to
deploy on different clouds or operating systems.
Co-siting
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.
CO2 - Carbon Dioxide
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.
CMS (Content Management System)
A content management system, often abbreviated as CMS, is software that helps users create, manage, and
modify content on a website without the need for specialized technical knowledge.
CPE (Customer Premise Equipment)
The Customer Premise Equipment
for
is an electronic device
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.
telephone, modem)
(terminal,
COTS Commercial Off The Shelf
A software and/or hardware product that is commercially ready-made and available for sale, lease, or license
to the general public.
CPS (Carrier Pre-selection)
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.
CPU (Central Processing Unit)
The component of a computer system that controls the interpretation and execution of instructions. The CPU
of a PC consists of a single microprocessor. The term “processor” is often used to refer to a CPU.
Other information
Glossary 473
C-RAN
It refers to a Centralized Cloud RAN, a paradigm addressing centralized processing, collaborative radio, real-
time cloud computing, and power efficient infrastructure. It is an architecture that aggregates Base Stations
computational resources into a central pool by enabling improved radio coordination. C-RAN exploits software-
defined networking (SDN) and Network Functions Virtualization (NFV) techniques as well as data center
processing capabilities to enable the separation of the control and data planes and to achieve high flexibility by
allowing network resource sharing in a dynamic way.
Cybersecurity
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.
DAM Digital Asset Management
Digital asset management (DAM) is the integrated system for centralized strategic management of content. It
is the software that allows to create, organize and distribute content on different channels such as websites
and applications, and increases the effectiveness of communication.
DAS (Distributed Antenna System)
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.
Data Center
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.
Data mining
The process of discovering patterns and insights in large data sets using statistical and machine learning
techniques.
Data warehousing (DW)
A method of collecting and storing large amounts of data in a central location for analysis and reporting.
DCC (Digital Contact Center)
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).
DDoS (Distributed Denial of Service)
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.
Decommissioning
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.
Deep learning
A subset of machine learning that involves training neural networks with multiple layers on large amounts of
data.
DevOps
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.
Digital divide
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.
Distributed Unit (DU)
It is a logical node hosting RLC/MAC/High-PHY protocol layers based on a lower layer functional split.
Other information
Glossary 474
DLA (Data Layered Architecture)
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.
DNS
The register containing the numeric
IP addresses (for example 123.456.789.0) associated with the
alphanumeric addresses (name.surname@dominio.com) commonly used to identify a website or e-mail
address.
DPI (Deep Packet Inspection)
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.
DRM (Digital Rights Management):
Digital rights management (DRM) is a way to protect copyrights for digital media and content. This approach
includes the use of technologies that limit the copying, reproduction and use of copyrighted works, protected
contents and proprietary software.
DSL Network (Digital Subscriber Line Network)
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 (Digital Subscriber Line Access Multiplexer)
DSLAM denotes equipment multiplier of digital access lines able to process digital signals of various clients
with xDSL lines and multipliy them in a high rate data link to the nodes of the Internet.
DSS (Dynamic spectrum sharing):
Dynamic Spectrum Sharing (DSS for short) is a new antenna technology that for the first time enables the
parallel use of LTE and 5G in the same frequency band. The technology determines the demand for 5G and
LTE in real-time.
DTT (Digital Terrestrial TV)
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 (Digital Video Broadcasting-Handheld)
DVB-H was a standard for the transmission of digital video optimized for mobile networks and handheld
devices such as smartphones and cellular phones.
DWDM (Dense Wavelength Division Multiplexing)
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.
EDGE (Enhanced Data for GSM Evolution)
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.
Edge (Network Edge)
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.
Edge cloud
It refers to a cloud infrastructure deployed at the network edge. An Edge Cloud architecture is used to
decentralize (processing) power to the edges (clients/devices) of the network.
EEB (Energy Efficiency in Buildings)
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.
EFFC (Extraction Full Free Cooling)
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.
eMBB (Enhanced Mobile Broadband)
Mobile broadband data service over LTE-A, 5G network.
Other information
Glossary 475
EMF limits (ElectroMagnetic Field limits)
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.
EMS (Environmental Management Systems)
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.
eNB (Evolved Node B)
It is the Radio Base Station in 4G technology, which implements LTE radio interface and manages its radio
resources.
EPC (Evolved Packet Core)
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.
EPC NSA (Evolved Packet Core Non StandAlone)
Mobile 4G Core Network capable of supporting LTE and New Radio accesses connected in dual connectivity.
EPG (Electronic Program Guide)
Electronic programming guides (EPGs) is menu-based systems that provide users of television, radio and other
media applications with continuously updated menus that display scheduling information for current and
upcoming broadcast programming.
EPON (Ethernet PON)
EPON also known as Gigabit Ethernet PON or GEPON, is a type of pure optical fiber that uses a symmetrical
pattern in both downstream and upstream and can reach a maximum of 10 Gigabits per second of
transmission. IEEE standardized solution
EPS (External Power Supplies)
External power supplies of equipment.
ESG (Environmental, Social and Governance)
Environmental, social, and corporate governance (ESG) is a strategic framework for identifying, assessing, and
addressing organizational objectives and activities ranging from the company’s carbon footprint and
commitment to sustainability, diversity and inclusion, to its overall ethos regarding corporate risks and
practices.
eSIM (embedded SIM)
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.
Ethernet
Family of computer networking technologies for local area networks (LANs) and metropolitan area networks
(MANs).
ETSI (European Telecommunications Standards Institute)
EuP (Energy-using Products)
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.
Feeder
Carrier class IP routers that perform the function of collecting and concentrating fixed and mobile network
traffic as well as commercial one, originating from a basin of Central Office Areas. The traffic collected by the
Feeders is delivered in double homing to the Metro nodes on physically diversified routes.
Other information
Glossary 476
FDD Frequency Division Duplex
Frequency-division duplexing (FDD) is a method for establishing a full-duplex communications link that uses
two different radio frequencies for transmitter and receiver operation. FDD operation normally assigns the
transmitter and receiver to different communication channels.
FFC – Full Free Cooling
Cooling system based on the use of forced ventilation to reduce energy consumption.
Fronthaul
In the functional split of a Base Station, it refers to the interface between the Remote Unit (RU) and the
Distributed Unit (DU).
FSC (Forest Stewardship Council)
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.
FTTx (Fiber To The x)
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. In the case of FTTO (Fiber to the Office), we mean a solution towards the Office,
while FTTR (Fiber To The Room), we intend to arrive with the fiber in different rooms of the house.
FWA (Fixed Wireless Access)
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).
Gateway
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
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.
GPON (Gigabit capable Passive Optical Network)
A passive optical network (PON) is a network architecture that brings fiber cabling to the customer's home
using a point-to-multipoint scheme, based on passive optical splitters, to serve multiple rooms with a single
optical fiber. GPON is part of a set of PON standards (defined in ITU), which differ according to the maximum
overall speed achievable within each optical shaft, a structure often shared with 64 users. In the case of GPON,
the maximum speed is about 2.5 Gbps downstream and 1.25 Gbps upstream, shared with a predetermined
number of users, which can reach up to 128. Each of the connected lines will then have a maximum nominal
speed set by the operator, for example 1 Gbps in download. The other types of GPON standards are:
▪ XG-PON 10 Gbit/s downstream and 2,5 Gbit/s upstream
▪ XGS-PON maximum speed 10 Gbit/s downstream and 10 Gbit/s upstream
▪ NG PON2 maximum speed 40 Gbit/s downstream and 10 Gbit/s in upstream .
GPRS (General Packet Radio System)
Packet switched system to efficiently transmit data over 2G cellular networks.
GPU (Graphics Processing Unit):
Graphics processing unit is a specialized processor (or CPU) originally designed to accelerate graphics rendering
GRI (Global Reporting Initiative)
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.
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Glossary 477
GRX (GPRS Roaming eXchange for Mobile Operators)
The GRX service allows Mobile Operators to globally interconnect GPRS networks around the world enabling
global GPRS roaming coverage.
GSM (Global System for Mobile Communication)
A worldwide standard for digital cellular telephony working on the 900MHz and 1800MHz bands. It belongs to
the Second Generation (2G) of mobile systems.
GSMA (GSM Association)
The GSM Association (commonly referred to as 'the GSMA' or Global System for Mobile Communications,
originally Groupe Spécial Mobile) is an industry organization that represents the interests of mobile network
operators worldwide.
HCFC (Hydrochlorofluorocarbons)
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).
HCP (Hyperscale Cloud Provider)
Cloud infrastructure provider able to massive scale resources on large number of servers distributed on a
global scale.
HFC (Hydrofluorocarbons)
Compounds used in cooling systems. They belong to the family of greenhouse gases. They do not harm the
ozone layer.
HDSL (High-bit-rate Digital Subscriber Line)
Technology of xDSL family, standardized in 1994. It provides up to 8 Mb/s symmetrical over copper.
HLR (Home Location Register)
Database where customer data are recorded. It is part of 2G and 3G systems.
Home Access Gateway – Access Gateway – Home Gateway – Residential Gateway
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.
Hybrid Cloud
A Cloud solution composed by both private and public resources
Housing
Leasing of physical space to customers, which is managed within a data center for the installation of their own
equipment or servers.
HSPA (High Speed Packet Access)
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.
IaaS (Infrastructure as a Service)
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).
ICT (Information and communication(s) technology)
Broad area concerned with information technology, telecommunications networks and services and other
aspects of managing and processing information, especially in large organizations.
IEEE (Institute of Electrical and Electronics Engineers)
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.
IETF (Internet Engineering Task Force)
The Internet Engineering Task Force (IETF) is a standards organization for the Internet and is responsible for
the technical standards that make up the Internet protocol suite (TCP/IP).
Other information
Glossary 478
IMS (IP Multimedia Subystem)
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.
IMSI (International Mobile Subscriber Identity)
The International Mobile Subscriber Identity is a unique identifier associated with a SIM card in cellular
networks.
Interconnection
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.
Internet
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.
Internet of Things
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.
IP (Internet Protocol)
A connectionless data routing protocol, used for data transmission on both public and private networks, in
particular over the Internet.
IPCC (IP Contact Center)
See DCC.
IP/MPLS (Internet Protocol/Multi Protocol Label Switching)
A packet switching protocol to optimize network behaviors of mapping Layer3 (IP) end-to-end data flow to
Layer2 traffic between adjacent network nodes.
IPTV (Internet Protocol Television)
A system that utilizes the Internet Protocol infrastructure to transmit digital television content over a network
and deliver it via a broadband Internet connection.
ISDN (Integrated Services Digital Network)
A narrowband system in which several services (e.g., voice and data) may be simultaneously transmitted end
to end in digital form.
ISO (International Organization for Standardization)
ISO is the world's leading organization for setting technical standards.
ISPs (Internet Service Provider)
A vendor who provides access to the Internet and World Wide Web.
ITU (International Telecommunication Union)
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.
J2C (Journey to Cloud)
“Journey to Cloud” is a transition aiming to migrate corporate assets to the cloud, enabling IT costs and
greenhouse gas emissions decrease, business results improvement and innovation pace speed up.
Jitter
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.
KPI (Key Performance Indicator)
Measurable performance indicators that allow the performance of a specific activity to be evaluated.
KVAR (kilovolt–amperes reactive)
Measurement system, expressed in kilovolt, of electric current lost in an AC electrical system.
Other information
Glossary 479
Kubernetes
An open-source platform for container orchestration, allowing for the management of containers at scale.
LAN (Local Area Network)
A private network that covers a local geographic area and provides telecommunications services as well as
interconnection between personal computers.
Lambda
Represents the single optical channel on which a signal is transmitted in fiber-optic networks.
Latency
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.
LCA (Life Cycle Analysis)
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.
LLU (Local Loop Unbundling)
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.
Local Aggregator (LA)
Carrier class IP router that perform the function of collecting and concentrating fixed and mobile network
traffic as well as commercial one, for a single Central Office Area. The traffic collected by the Remote Feeders
is delivered in double homing to the Feeder nodes, possibly on physically diversified routes.
Local Loop (Twisted Pair)
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”.
LPWAN (low-power wide area):
A low-power wide-area network (LPWAN or LPWA network) is a type of wireless telecommunication wide area
network designed to allow long-range communications at a low bit rate among things (connected objects),
such as sensors operated on a battery.
LTE (Long Term Evolution)
See 4G.
Machine Learning
It is the ability of computers to learn without having been explicitly and preventively programmed.
MBB (Mobile Broadband)
Mobile broadband data service on 3G / 4G-LTE network.
MEC (Multi-access Edge Computing)
A technology that allows edge devices, such as smartphones and IoT devices, to process data closer to the
source, reducing latency and improving performance.
ETSI MEC (Mobile Edge Computing)
A specific type of edge computing, standardized by ETSI, that is designed to meet the needs of mobile network
operators and their subscribers, providing low-latency, high-bandwidth services to mobile devices.
MEMS (Micro-Electro-Mechanical Systems)
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.
Metro (M)
Carrier class IP routers that perform the function of collecting and concentrating fixed and mobile network
traffic as well as of commercial origin relating to their MAN area.
MGCP (Media Gateway Control Protocol)
An Internet Engineering Task Force (IETF) signaling protocol allowing a bridge between classic telephone
networks and Internet (i.e., IP-based) infrastructures.
Other information
Glossary 480
MGW (Media Gateway)
Equipment that processes voice and video traffic adapting codings between different technologies (e.g. from
circuit to packet).
Microservices
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.
Midhauling
In the functional split of a Base Station, it refers to the interface between the Distributed Unit (DU) and the
Central Unit (CU).
MIMO (Multiple Input Multiple Output)
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.
mMTC (Massive machine type communication)
mMTC, also known as massive machine communication (MMC) or massive Machine to Machine
communication, is a type of communication between huge number of machines over wireless networks where
data generation, information exchange and actuation takes place with minimal or no intervention from
humans.
mmWave (millimeter Wave)
Millimeter waves — often referred to as mmWaves or high-band 5G — are frequencies starting at 24 GHz and
beyond. As radio waves increase in frequency, each wave narrows in length. Because of its high frequencies,
mmWave has a limited range and struggles to penetrate buildings, but a high transport capacity.
MPEG (Motion Picture Expert Group)
The Moving Picture Experts Group, acronym MPEG is a joint technical committee formed by the international
organizations ISO and IEC in 1988. It was created with the aim of defining standards for the digital
representation of audio, video and other types of multimedia content in order to meet a wide variety of
applications.
MR (Mixed Reality)
AR (Augmented Reality) through special viewers that allow hands-free use.
MSC (Mobile Switching Center)
Executes functions such as controlling calls, switching traffic, billing, controlling and authentication and acts as
an interface with other networks.
Multimedia
A service involving two or more communications media (e.g., voice, video, text, etc.) and hybrid services
created through their interaction.
Multicast ABR (Multicast Adaptive Bit Rate)
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 (Mobile Virtual Network Operator)
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.
NaaS (Network as a Service)
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).
Other information
Glossary 481
Naked
A digital subscriber line without an analog or ISDN telephony service. It is a line dedicated to data services.
NB IoT (NarrowBand Internet of Things)
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.
NEF Network Exposure Function
The Network Exposure Function is related to the 3GPP 5G Architecture. This function provides a means to
securely expose the services and capabilities provided by 3GPP network functions.
Net Neutrality
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.
NAT (Network Address Translation)
A technique that is used to map the IP addresses of devices on a private network to a single public IP address
to conserve IP addresses and provide security.
Network
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.
Network cap
See Price cap.
Network Slicing
Network Slicing referred to 5G. Creation of multiple ad hoc logical networks segregated from each other on the
same physical network infrastructure. Each network slice is an isolated end-to-end network tailored to fulfil
different requirements requested by a particular application.
Neural network
A type of machine learning algorithm that is modeled after the structure and function of the human brain.
NFT (Non-Fungible Token)
NFTs are "digital certificates" based on blockchain technology aimed at identifying the ownership of a digital
product in a unique, irreplaceable and non-replicable way.
NFV (Network Function Virtualization)
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.
NGAN (New Generation Access Network)
It can be realized with different technological solutions, typically fiber optic and VDSL pairs.
NGDC (Next Generation Data Center)
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.
NGN (Next Generation Network)
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.
NGNs (Non-Geographic Numbers)
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).
NG-RAN (Next Generation Radio Access Network)
Access Network including NR (New Radio) radio access technology.
Other information
Glossary 482
Node
Topological network junction, commonly a switching center or station.
Node B (similar to BTS in GSM)
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.
Nodal Optical Center- (Centro Nodale Ottico, CNO)
It is the point of flexibility in the PON architecture and separates the primary optical network from the
secondary optical network. The CNO houses the optical divider and the splitters connected to the passive fiber
optic network.
N-play offering
Offerings to customers which bundle two or more of the following mobile and fixed services: voice, broadband
and ultrabroadband data, video and TV, mobile.
NYSE
The New York Stock Exchange.
OAM (Operation, Administration and Maintenance)
The set of processes, activities, systems and standards involved in the operation, administration and
maintenance of a system.
OAO (Other Authorised Operator)
Operators other than the incumbent one that provide services to their customers exploiting the fixed access
network of the incumbent.
ODF (Optical Distribution Frame)
ODF is a frame used to provide cable interconnections between communication facilities, which can integrate
fiber splicing, fiber termination, fiber optic adapters & connectors and cable connections together in a single
unit.
OHSAS (Occupational Health and Safety Assessment Series)
International Standard that sets the requirements that a management system for the protection of workers’
health and safety must meet.
OLOs (Other Licensed Operators)
Companies other than the incumbent operator that operate telecommunications systems in a national
market.
OLT (Optical Line Termination)
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.
ONAP (Open Network Automation Platform)
Linux Foundation Open Source Framework for network and edge computing services management,
orchestration and automation.
ONT (Optical Network Termination)
Optical element of the PON (Passive Optical Network) network that performs the function of interface
between the access gateway at the customer's home and the OLT equipment in the Central Office. OLT is
located at the customer's site, is powered, receives and decrypts (and vice versa) the optical signal, and
converts it into an electrical signal (via an Ethernet output), suitable for the access gateway.
ONU (Optical Network Unit)
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.
OPC (Optical Packet Core)
It is the multiservice IP backbone for national transport (formerly named OPB, Optical Packet Backbone). It is
made up of interconnected nodes which are called OPC (formerly OPB) nodes, and of the very high capacity
connections existing between them.
OPM (Optical Packet Metro)
It is a metro-regional network that provides Ethernet and IP connectivity for fixed and mobile network traffic,
as well as for Retail or Wholesale customers. It consists of IP routers distributed on three hierarchical
aggregation levels: Remote Feeder, Feeder and Metro, interconnected in double homing by physically
diversified (where possible) double-way links.
Other information
Glossary 483
Open Source
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.
Optical fiber
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.
Optical Splitter
It is a passive element of the optical network used to create point-to-multipoint optical networks. The optical
splitter receives a single optical fiber input (OLT side) and produces N signals on N optical fibers (splitting factor
1:N). In the downstream direction (from OLT to ONT) the splitter "copies" the incoming light on the output
optical fibers, thus dividing the light power by N. In the upstream direction (from ONT to OLT) the splitter takes
care of adding the light contributions brought by the N optical fibers.
ORAN (Open Radio Access Network)
It refers to Open RAN, an architecture for building the virtualized RAN on open hardware, with embedded AI-
powered radio control. Such an architecture is based on well-defined, standardized interfaces to enable an
open, interoperable supply chain ecosystem in full support of and complimentary to standards promoted by
3GPP and other industry standards organizations.
OSS (Operations Support System)
Methods and procedures (whether automatized or not) that directly support the daily operation of the
telecommunications infrastructure.
OTB (Optical Termination Box)
Passive optical equipment of the PON (Passive Optical Network) that plays the role of splitter of an optical fiber
entering the network, in several fibers leaving to the households or plays the role of distributor of incoming and
outgoing fibers to give flexibility to the optical network. It is installed a few meters from the households: very
often it is located in the counter room of the building, but it can also be mounted on an external wall, or buried
or inserted in a cloister.
OTN (Optical Transport Network)
It is a technology designed to enable multiplexing of digital signals 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.
OTT (Over the Top) players
Operators offering contents and services on the Internet without owning the proprietary TLC network
infrastructure.
Outsourcing
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.
PaaS (Platform as a Service)
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.
Packet-Switched Services
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). Packet-
switching services are used to connect multiple LANs into a point-to-multipoint configuration, usually called a
multipoint WAN.
Pay-Per-View or PPV
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.
Other information
Glossary 484
Pay TV
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.
PBX (Private Branch Exchange)
Equipment for private telephone networks.
PCS (Personal Communications Services)
Set of wireless communications functionalities, voice and/or data, which provide similar services such as
mobile ones.
PDH (Plesiochronous Digital Hierarchy)
PDH stands for Plesiochronous Digital Hierarchy. It is a telecommunications network transmission technology
(first ITU standard in 1988) designed for the transport of large data volumes across large-scale digital
networks.
PE (Provider Edge router)
PE is boundary device between a service provider’s area network and a customer’s one
Peering
Peering is the voluntary interconnection of Internet networks, that refer to different Internet Service Providers,
which allows users to exchange traffic between different networks.
Penetration (market penetration)
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.
PKI (Public Key Infrastructure)
A system for managing digital certificates and public-private key pairs, used to secure electronic
communications and transactions.
PNF (Physical Network Function)
Network functionality on physical HW, hosted in Telco offices, static capacity, management via Element
Manager.
PNRR Piano Nazionale di Ripresa e Resilienza
National Recovery and Resilience Plan
Platform
It’s an execution environment that includes hardware, software, application servers and other supporting tools,
for the execution of programs.
PoC (Proof of concept)
Proof of concept (POC or PoC), also known as proof of principle, is a realization of a certain method or idea in
order to demonstrate its feasibility, or a demonstration in principle with the aim of verifying that some concept
or theory has practical potential.
PON
PON stands for "passive optical network" referring to the optical network composed by non-active
components in all stages between the origin (local exchange) and the external sides (subscriber or clients).
POP (Point Of Presence)
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.
POTS (Plain Old Telephone Service)
Refers to the basic telephony service, (single-line telephones, fixed-line services and access to public voice
telephony network).
Price-cap
Identifies the maximum price limit set by a regulator at which a service /product can be sold.
PSTN (Public Switched Telephone Network)
PSTN, also known as the Public Switched Telephone Network, is the first-generation telephone network and
provides basic telephone service.
PTN (Packet Transport Network)
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.
Other information
Glossary 485
QoE Quality of Experience
Quality of Experience (QoE or QoX) is a measure of the overall level of customer satisfaction. QoE expresses
user satisfaction both objectively and subjectively. The QoE paradigm can be applied to any consumer-related
business, service and product.
QoS (Quality of Service)
Quality of service (QoS) is the description or measurement of the overall performance of a service, such as a
telephony or computer network, or a cloud computing service, particularly the performance seen by the users
of the network. To quantitatively measure quality of service, several related aspects of the network service are
often considered, such as packet loss, bit rate, throughput, transmission delay, availability, jitter, etc.
QKD (Quantum Key Distribution) - QKE (Quantum Key Exchange)
Quantum key distribution (QKD in acronym, from English: Quantum key distribution) is a system of quantum
mechanics to ensure secure communications. It enables two parties to produce and share a random secret key
only between themselves which they can use to encrypt and decrypt their messages. This exchange takes
place by exploiting the quantum properties of photons. An important and unique property of quantum
distribution is the ability of the two communicating users to detect the presence of a third party attempting to
obtain information about the key, due to the fact that a measurement process in a quantum system in general
disturbs the system.
RAN (Radio Access Network)
It is the part of mobile network that implements the radio technologies, comprising data transport functions
over air interface and control functions.
RAN Sharing
Is the most comprehensive form of access network sharing. It involves the sharing of all access network
equipment, including the antenna, tower and backhaul equipment. Each of the RAN access networks is
incorporated into a single network, which is then split into separate networks at the point of connection to the
core.
Reliability (or Availability) (A)
It is the probability of an object to perform a required function under certain operating conditions and at a
given instant of time.
Refarming
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).
Remote Unit (RU)
It is a logical node hosting Low-PHY protocol layer and RF processing based on a lower layer functional split.
RNC (Radio Network Controller)
RNC is the equipment (or node) for the control and aggregation of 3G network.
ROADM
A ROADM (Reconfigurable Optical Add-Drop Multiplexer) is a remotely reconfigurable optical multiplexer
capable of switching traffic in a WDM (Wavelength-Division Multiplexing) system. Its use in a transmission
network increases the efficiency of the transport allowing to transmit up to over 90 high bitrate channels
(today up to 200Gbit/s) on a single pair of fibers.
Roaming
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.
RoHS (Restriction of Hazardous Substances)
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.
RPA (Robotic Process Automation)
Automation of repetitive tasks performed by human operators by means of software ("robots").
RTG (Rete Telefonica Generale)
RTG, also known as the Public Switched Telephone Network, is the first-generation telephone network and
provides basic telephone service.
SaaS (Software as a 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.
Other information
Glossary 486
SAR (Specific Absorption Rate)
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.
SCEF Service Capabilities Exposure Function
The SCEF was introduced in Release 13 (LTE) of the 3GPP specifications and was designed to provide a means
to securely expose the services and capabilities provided by the 3GPP network interfaces.
SCEF è stato introdotto nella versione 13 (LTE) delle specifiche 3GPP ed è stato progettato per fornire un mezzo
per esporre in modo sicuro i servizi e le funzionalità fornite dalle interfacce di rete 3GPP.
SDH Standard (Synchronous Digital Hierarchy)
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.
SDK (Software Development Kit)
Software development kit is a collection of software development tools in one installable package to ease the
creation of applications.
SDN (Software Defined Networking)
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.
SD WAN (Software Defined WAN)
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.
Service Discovery
The process of finding and identifying the location of a service, typically done using a service registry or a
naming service.
Service Exposure
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 Mesh
A configurable infrastructure layer for microservices application that makes communication between service
instances flexible, reliable, and fast.
Service Orchestration
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 self-consistent process / workflow.
Service Provider
The Service Provider offers to the Users (Residential or Business) that subscribe his offer, a range of contents
and services.
SGU (Local exchange interconnection level for telephone traffic)
Local Exchange for telephone traffic carriage, routing and transmission. See also Central Office.
Shared Access
Shared access to the user’s twisted pair with another TLC service provider by using separately voice and non-
voice 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).
SIP Trunking
Session Initiation Protocol (SIP) Trunking is a service offered by a communications service provider that uses
the protocol to provision voice over IP (VoIP) connectivity between an on-premises phone system and the
public switched telephone network (PSTN). SIP is used for call establishment, management and teardown.
SL (Distribution Frame level for telephone traffic)
See Central Office.
Other information
Glossary 487
SLA (Service Level Agreement)
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.
SLU (Sub Loop Unbundling)
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
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.).
SME (Small Medium Enterprise)
Market segment of small- and medium-size enterprises (from 3 to 50 employees).
Smart City
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.
Smartphone
Electronic device that combines the functions of a mobile phone and a handheld computer equipped with a
complete operating system.
Smart TV
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.
SMS (Short Message Service)
Short text messages that can be received and sent through GSM-network connected cellular phones. The
maximum text length is 160 alpha-numerical characters.
SOHO (Small Office / Home Office)
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.
SON (Self-Organizing Network)
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.
Switch
▪ (Telephone switch) Synonymous of Telephone Exchange, i.e. network equipment used to set up and route
telephone calls to the number called possibly through other switches. They may also record information
for billing and control purposes;
▪ (Network switch) Data networking equipment able to receive and forward packets using information at
layer 2 of OSI (Open Systems Interconnection) model (i.e. hardware addresses of other equipment).
Synchronous
Type of data transmission in which there is permanent synchronization between the transmitter and receiver.
STB (Set-Top Box)
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.
Tablet
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.
TAL (Tele Alimentation for Remote Power Feeding)
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.
TCO (Total Cost of Ownership)
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).
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Glossary 488
TDD (Time Division Duplexing)
Time division duplex (TDD) refers to duplex communication links where uplink is separated from downlink by
the allocation of different time slots in the same frequency band. It is a transmission scheme that allows
asymmetric flow for uplink and downlink data transmission.
TDMA (Time Division Multiple Access)
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.
TIC (Transparent Internet Caching):
Transparent caching is a special form of network caching, transparent for both the requesting and requested
entities. The transparent caching node intercepts transparently the content request and delivers the requested
content if its cache has a copy of it.
TM Forum TeleManagement Forum
TM Forum is a global industry association within the Telecoms industry made of 850+ global companies
working together to break down technology and cultural barriers between digital service providers, technology
suppliers, consultancies and systems integrators.
ToIP (Telephony over IP)
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.
TRX
Radio transceivers located in BTS.
TTM Time-To-Market
Time to market (TTM) is the total length of time it takes to bring a product from conception to market
availability. Companies use time-to-market metrics during new product development (NPD) and new product
introduction (NPI) as they strive to gain first-mover advantages (e.g., market share, sales revenue).
UltraBroadBand
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.
▪ Fixed ultra-broadband: includes access technologies that involve the use of optical fiber, known as FTTx.
▪ Mobile ultra-broadband: refers to the use of the HSPA mobile network (evolution of the 3G network), LTE
and its evolutions and the 5G network.
URLLC (Ultra-Reliable Low-Latency Communication)
URLLC is a set of features that provide low latency and ultra-high reliability for mission critical applications
such as industrial internet, smart grids, remote surgery and intelligent transportation systems.
UMTS (Universal Mobile Telecommunications System)
See 3G.
Unavailability (U)
It is the probability of an object not being able to perform a required function under certain operating
conditions and at a given instant of time.
Unbundling
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.
Universal Service
The obligation to supply basic service at an affordable price, or at special rates solely for subsidized users.
UPF 5G (User Plane Function)
The 5G User Plane Function (UPF) is a fundamental component of the 3GPP’s New Radio (NR) mobile core
infrastructure system architecture. The UPF represents the data plane evolution of a Control and User Plane
Separation (CUPS) strategy, first introduced as an extension to existing 4G/LTE Evolved Packet Cores (EPCs) by
the 3GPP in their Release 14 specifications.
UPS (Uninterruptible Power Supply)
Electrical equipment that provides continuous powering to users in case of power outage.
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Glossary 489
V2X (Vehicle-to-Everything)
A technology that allows vehicles to communicate with other vehicles, infrastructure, and devices in order to
improve safety, traffic efficiency, and overall mobility.
VAS (Value-Added Services)
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 .
VDSL (Very - high – data – rate Digital Subscriber Line)
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.
VDSL2 (Very - high – data – rate Digital Subscriber Line 2)
“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.
Vectoring
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.
Virtualization
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.
Virtual Machine (VM)
It is an isolated, digital instance of a computer—its operating system, applications, and memory— without the
underlying hardware that allows organizations to scale compute power, test malware, and develop software.
VLAN Virtual Local Area Network
A virtual local area network (VLAN) is a virtualized connection that connects multiple devices and network
nodes from different LANs into one logical network.
VLR (Visitor Location Register)
A database that is used in mobile networks to temporarily store subscriber information and track the location
of mobile devices when they are available
VNF (Virtual Network Function)
Virtualized network functionality on HW COTS (Commercial Off The Shelf), hosted on Data Center, flexible
capacity, use of Virtual Machine and manual or automatic Life Cycle Management.
VOD (Video On Demand)
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. Possible purchasing models are SVOD
(Subscription Video On Demand) or TVOD (Transactional Video On Demand also know as PPV pay per view)
VoIP (Voice Over IP)
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.
Other information
Glossary 490
VoLTE/ViLTE (Voice over LTE / Video over LTE)
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.
VoNR (Voice over New Radio)
Service that provides voice calls over IP via New Radio radio access.
VPN (Virtual Private Network)
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.
VR (Virtual Reality)
Virtual Reality, or VR, is the use of computer technology to create a simulated environment which can be
explored in 360 degrees. Unlike traditional interfaces, VR places the user inside the virtual environment to offer
an experience with different degrees of immersion depending on the device used.
VRAN (Virtual Radio Access Network)
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 midhaul). In the
5G development efforts this issue has been addressed by identifying split options that are candidate for
standardization.
VULA (Virtual Unbundling Local Access)
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.
W3C World Wide Web Consortium
The World Wide Web Consortium (W3C) is the main international standards organization for the World Wide
Web. W3C's standards define key parts of what makes the World Wide Web work.
WAN (Wide Area Network)
A private network that covers a wide geographic area using public telecommunications services.
Web Service
Software system designed to support interoperability amongst different computers on a same network or in a
distributed context (World Wide Web Consortium (W3C) definition).
WEEE (Waste Electrical and Electronic Equipment)
Waste from electrical and electronic equipment which the holder intends to dispose of as it is faulty, unused or
obsolete.
White, gray and black areas
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:
▪ white areas are areas without ultrabroadband (UBB) networks (connectivity), where private investors do
not intend to invest in the next three years;
▪ gray areas are areas in which an ultrabroadband (UBB) network (connectivity) is present or will be
developed in the next three years by a single private operator;
▪ black areas are areas in which at least two ultrabroadband (UBB) networks (connectivity) of different
operators are present or will be developed over the next three years.
Wi-Fi
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).
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Glossary 491
Wi – Max (Worldwide Interoperability for Microwave Access)
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.
WDM (Wavelenght Division Multiplexing)
Technology by means of which it is possible to transport on a single optical fiber different flows of information
which correspond to distinct and separable wavelengths.
WLL (Wireless Local Loop)
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.
WLR (Wholesale Line Rental)
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.
WTTX (Wireless To The X)
WTTx is a 4G and 4.5G-based broadband access solution, which uses wireless to provide fiber-like broadband
access for household.
xDSL (Digital Subscriber Line)
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 digital signal at very high frequencies in order to achieve high data
transfer rates.
XR (eXtended Reality)
Extension of reality through devices that enable AR, VR, MR and all their combinations.
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Glossary 492
USEFUL INFORMATION
The 2022 Annual Financial Report is available online at gruppotim.it/report/ita and gruppotim.it/report/eng.
The Annual Corporate Governance Report and the Remuneration Report can be viewed by respectively
accessing:
and
gruppotim.it/governance/remunerazione/relazione-remunerazione.
gruppotim.it/governance/il-sistema/relazione-annuale
Information
gruppotim.it and information on products and services at tim.it.
TIM
on
is
also
available
at
Finally, the following numbers are available:
Free Number 800.020.220 (for calls from Italy) or +39 011 2293603 (for calls from abroad) available for
information and assistance to shareholders
+39 3688 2500 or investor_relations@telecomitalia.it
TIM S.p.A.
Registered Office in Milan - Via Gaetano Negri 1
General Administration and Secondary Office in Rome - Corso d’Italia 41
PEC (Certified Electronic Mail) box: telecomitalia@pec.telecomitalia.it
Share Capital 11,677,002,855.10 euros, fully paid up
Tax Code/VAT No. and Milan-Monza Brianza-Lodi Business Register No. 00488410010
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Useful information 493