ANNUAL
REPORT
2023
Dear Shareholders,
2023 was a very important year for our company. On November
5, after a long and complex process, the Board of Directors of
TIM approved the investment fund KKR’s offer to acquire the
fixed access network company known as NETCO. This came
almost a year and a half after the Capital Markets Day held on
July 7, 2022, when we presented our “delayering” plan to
separate the Group into four different entities.
The sale of NETCO was by no means a foregone conclusion.
Over the past two decades, multiple network spin-off projects
have been initiated, none of which ever came to fruition.
The closing of the deal will signal the end of one era and the
start of a new one; a change so profound as to mark a real
watershed moment in the industry.
The transaction will be unparalleled in terms of value, strategic
importance and complexity, both nationally and internationally.
As a result, it has already led to a substantial preparatory
workload of both managerial and organisational aspects.
Meanwhile, the restructuring and revitalisation of our group has
continued with unwavering momentum, yielding good results in
line with our guidance which – unlike in the past – we are
consistently meeting, year after year, quarter after quarter.
The macroeconomic environment was not easy last year. Italy's
GDP growth slowed drastically, from 3.7% in 2022 to 0.9%. In
Europe, uncertainties surrounding a durable return of inflation to
levels consistent with price stability persisted, postponing the
anticipated easing of monetary policy. Unstable international
relations and ongoing wars add further uncertainty to economic
performance.
Despite everything, total TIM Group revenues grew by 3.1%
and service revenues were up 2.3%. Above all, the growth of
EBITDA (+5.7%) and EBITDA After Lease (+6.1%) are clear
signs of the effective work carried out and that the path to
operational recovery we have taken remains the correct one.
In the Domestic business, service revenues returned to growth
for the first time after 22 quarters, while EBITDA and EBITDA
After Lease showed a gradually upward trend throughout 2023.
Going into further detail, in the Consumer division, the growing
number of customers subject to repricing yielded considerable
extra revenue in a country where prices are still among the
lowest in Europe, without resulting in a higher churn rate. In the
final quarter of 2023, average revenue per fixed network and
mobile customer grew by 5.2% and 2.9%, respectively. For six
consecutive quarters, we have not only maintained but also
strengthened our market leadership in the share of new FTTH
line activations.
At TIM Enterprise, service revenues grew by 5.1% in 2023,
beating the market average for the second consecutive year.
We continue to rebalance our offering, increasingly shifting
focus from connectivity to more value-added and personalised
services – such as cloud computing, IT, and cyber security
services – thereby reducing customer turnover rates. We
continue to win government contracts under the Polo Strategico
Nazionale at a rate exceeding expectations.
Infrastructure and network development recorded a
total
revenue increase of 3.7%. TIM's fixed network lines (more than
two-thirds FTTx) account for 77% of the overall market.
In terms of FTTH coverage of the Italian territory, by the end of
2023, 9.2 million technical property units (UIT) had been
reached, equal to 38% of the national total. At the same time,
public contracts under the National Recovery and Resilience
Plan (NRRP) are continuing on schedule, with around €750
million in advance payments already received.
Lastly, the Brazilian business ended 2023 with outstanding
results – aided by pronounced growth
in
the country's
economy – with revenue up more than 10% and EBITDA rising
almost 15%. The above-forecast results were driven in part by
consolidation in the sector, in which TIM Brasil played a leading
role. In April 2023, TIM S.A. acquired Cozani, the special-
purpose vehicle wholly-owned by the TIM Brasil Group that had
previously been used to acquire OI's mobile network assets.
Projected growth remains solid for the next three years (2024-
2026), both in terms of revenues (5-6% CAGR) and EBITDA (6-
8% CAGR). TIM Brasil will remain really important for the
Group, offsetting the lower cash generation in Italy due both to
macroeconomic reasons and higher competition in the market.
The Group’s cost-reduction target for 2023 of €800 million was
achieved, as set out in the transformation plan for 2023-25.
To go further, TIM will need to reduce its debt and overcome
regulatory constraints. The investment fund KKR expressed its
intention to buy TIM's fixed network and eventually offered a
price and contractual terms that make it possible (among other
things) for TIM to repay a large part of its debt. The transaction
will see TIM’s debt fall to less than 2 times EBITDA AL – the
average among leading European peers.
Hence the decision of our Board of Directors on November 5,
as mentioned above.
In the days immediately after the presentation of our Business
Plan for the three-year period 2024-2026, our share price fell on
stock markets due to debt and cash generation estimates that
were below expectations. However, almost all investors and
analysts agree that the sale of the fixed access network is the
only viable option to put TIM back on a robust and lasting
growth trajectory. We, too, are convinced of this.
The real challenge has yet to begin. Now we must roll up our
sleeves and work hard to bring the plan we presented to life, to
make it real and sustainable. By doing so, we can progressively
rebuild the market's confidence and that of all stakeholders
through tangible actions and results. The road before us
remains clearly marked and straight ahead.
ANNUAL
REPORT
2023
CONTENTS
REPORT ON OPERATIONS .....................................................
TIM Group .............................................................................................................
Key Operating and Financial Data - TIM Group ........................................................................................
Consolidated operating performance ........................................................................................................
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 ...................................................................................................................................
Innovation, ....................................................................................................................................................
Consolidated Non-Financial Statement ....................................................................................................
Events subsequent to December 31, 2023 ................................................................................................
Business Outlook for the year 2024 .................................................................................................................
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 as at December 31, 2023 ...............................................................................
9
10
11
20
26
33
40
62
65
72
79
80
82
88
89
89
90
100
103
104
106
107
122
128
129
130
132
TIM GROUP CONSOLIDATED FINANCIAL STATEMENTS… 133
134
135
137
138
139
140
142
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 .....................................................................................................................
266
267
TIM S.p.A. SEPARATE FINANCIAL STATEMENTS ................ 278
279
280
282
283
284
285
287
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 .........................................................................................................
409
410
OTHER INFORMATION ........................................................... 420
421
460
466
490
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.
BOARD OF DIRECTORS
The composition of the Board of Directors of TIM S.p.A. is as follows:
Chairman
Chief Executive Officer and General Manager
Directors
Salvatore Rossi (independent)
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)
Alessandro Pansa
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 as of
December 31, 2023
The Board of Directors and the Board of Statutory Auditors of
TIM S.p.A.
8
REPORT ON
OPERATIONS
TIM GROUP
2023
KEY OPERATING AND FINANCIAL DATA
Revenues
16,296 millions of euros
EBITDA
EBITDA MARGIN
EBITDA ADJUSTED AFTER LEASE
5,710
millions
of euros
39.2%
organic
excluding non
recurrent
5,304
millions
of euros
ADJUSTED NET FINANCIAL DEBT
25,656 millions
of euros
ADJUSTED NET FINANCIAL DEBT AFTER LEASE
20,349 millions
of euros
CAPITAL EXPENDITURES
INVESTIMENTI INDUSTRIALI
3,982 millions
of euros
HEADCOUNT ITALY
HEADCOUNT OUTSIDE ITALY
37,670
numbers
9,510
numbers
HEADCOUNT AT YEAR END
47,180 numbers
KEY OPERATING AND FINANCIAL DATA - TIM
GROUP
Consolidated operating and financial data
(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
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)
(1)
(1)
(2)
(1)
(1)
(1)
(1) Details are provided under “Alternative Performance Measures”.
(2) Adjusted net invested capital = Total equity + Adjusted net financial debt.
2023
2022
2021
2020
2019
16,296
15,788
15,316
15,805
17,974
5,710
5,347
836
—
836
(880)
(1,107)
—
(1,107)
(1,441)
3,982
606
—
606
(588)
5,080
591
(4,120)
(3,529)
(4,515)
(2,654)
(8,400)
—
(2,654)
(2,925)
4,077
—
(8,400)
(8,652)
4,630
6,739
2,104
—
2,104
1,397
7,352
—
7,352
7,224
3,409
8,151
3,175
—
3,175
1,739
1,226
16
1,242
916
3,784
12.31.2023
12.31.2022
12.31.2021
12.31.2020
12.31.2019
62,159
17,513
13,646
3,867
44,646
62,159
11,620
25,776
25,656
43,169
62,027
18,725
15,061
3,664
43,302
62,027
11,614
25,370
25,364
44,089
69,187
22,039
17,414
4,625
47,148
69,187
11,614
22,416
22,187
44,226
73,234
28,840
26,215
2,625
44,394
73,234
11,588
23,714
23,326
52,166
70,104
22,626
20,280
2,346
47,478
70,104
11,587
28,246
27,668
50,294
59.4%
57.5%
50.2%
44.7%
55.0%
2023
35.0%
5.1%
4.5
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
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
12.31.2023
12.31.2022
12.31.2021
12.31.2020
12.31.2019
47,180
50,392
51,929
52,347
55,198
—
—
—
—
—
Report on Operations
of the TIM Group
Key Operating and Financial Data of the TIM Group
11
Headcount, average number in the Group (1)
(equivalent 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
2023
2022
2021
2020
2019
43,145
45,912
47,942
49,099
51,917
—
—
—
—
—
Financial performance measures
TIM S.p.A.
(euros)
Share prices (December average)
- Ordinary
- Savings shares
Dividends per share
- Ordinary
- Savings shares
Pay Out Ratio
Market capitalization (in million euros)
Market to Book Value
Dividend Yield (based on December average)
- Ordinary
- Savings shares
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) (***)
2023
0.28
0.28
—
—
—
5,934
0.45
—
—
2023
(0.07)
(0.07)
(0.07)
(0.07)
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)
(2) For the year 2023, the ratio was calculated on the basis of the proposed resolutions submitted to the Shareholders' Meeting of April 23, 2024. 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, 2023).
(*) 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 of the TIM Group
12
Highlights
The fourth quarter of 2023 results, which confirmed the improved trend of the domestic business and the
strong growth of TIM Brasil, allowed to reach or overcome the targets set for the 2023 financial year, meeting,
for the first time since 2010, all guidance for the second consecutive financial year.
More specifically, in the fourth quarter of 2022, Group total revenues grew by 1.9% YoY to 4.3 billion euros,
while Group service revenues increased by 3% YoY to 4 billion euros thanks to the positive contribution of TIM
Brasil (+8.2% YoY) and of the Domestic business (+1.2% YoY), which has returned to grow after 22 quarters.
Group EBITDA growth trend continued, rising by 6.8% YoY to 1.6 billion euros in the fourth quarter, with the
Domestic business growing for the third consecutive quarter (+5.5% YoY) and TIM Brasil confirming its solid
track record (+9.5% YoY).
Group EBITDA After Lease increased by 9.4% YoY to 1.3 billion euros, with the Domestic business growing
5.3% YoY and TIM Brasil increasing 18.2% YoY.
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), reaching 106% of the incremental target of 800 million euros at the end of 2023.The
cumulative reduction in the two-year period 2022-2023 was approximately 1.1 billion euros.
Capex stood at 4 billion euros at the Group level, of which 3.1 billion euros relating to the domestic business.
Equity Free Cash Flow after lease in the twelve months was essentially neutral, while Equity Free Cash Flow
was positive for 0.8 billion euros, partially thanks to the advances received under the National Recovery and
Resilience Plan (NRRP).
Net financial debt after lease at December 31, 2023, stood at 20.3 billion euros, up 0.3 billion euros compared
to December 31, 2022, and down 835 million euros on the previous quarter. Adjusted Net financial debt was
25.7 billion euros, up 0.3 billion euros on December 31, 2022.
The liquidity margin is approximately 9.2 billion euros (including NRRP advances in the process of being
credited as of December 31, 2023 amounting to approximately 0.5 billion euros), and covers debt maturities
until 2025. To support its liquidity position, the Group successfully closed several refinancing initiatives in 2023,
raising 4 billion euros.
As regards to the progress of activities related to the National Recovery and Resilience Plan (NRRP) tenders,
TIM confirmed the acceleration of network deployments to cover the Italia 1 Giga Plan, with around 255
thousand houses FTTH-connected, equal to 76% of the entire 2023 target to be connected, where 4 lots out of
the 7 assigned have exceeded 100% of the target set for the year. On the remaining 3 lots TIM deployed a
series of actions aimed at realigning to the tender plans, with no risk of a reduction in contributions. With
regard to the 5G Backhauling Plan, about 3,600 sites were connected, equal to 106% of the target, and a
further acceleration is expected in the coming months. On the 5G Densification Plan, the annual target was
exceeded, with more than 150 areas covered and a result equal to 109% of the target.
∂
Report on Operations
of the TIM Group
Key Operating and Financial Data of the TIM Group
13
4th Quarter
4th Quarter
% Change
2022 % Change
Financial highlights
(million euros) - reported data
Revenues
EBITDA
EBITDA Margin
EBIT
EBIT Margin
(1)
(1)
(1)
(1)
2023
(a)
4,343
1,493
34.4%
268
6.2%
2022
(b)
4,259
1,402
32.9%
168
3.9%
Profit (loss) for the period attributable to owners
of the Parent
Capital Expenditures & spectrum
(317)
1,337
(197)
1,315
Adjusted Net Financial Debt
(1) Details are provided under “Alternative Performance Measures”.
(1)
4th Quarter
4th Quarter
% Change
Organic results (1)
(million euros) - organic data
TOTAL REVENUES
Domestic
Brazil
Other operations, adjustments and eliminations
SERVICE REVENUES
Domestic
of which Fixed
of which 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
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)
2023
(a)
4,343
3,177
1,176
(10)
3,971
2,851
2,241
741
1,131
(11)
1,596
1,012
587
(3)
1,327
872
458
(3)
1,337
1,095
242
2023
(a)
1,001
843
2022
(b)
4,263
3,181
1,091
(9)
3,854
2,818
2,176
779
1,045
(9)
1,495
959
536
—
1,213
828
385
—
1,299
1,059
240
2022
(b)
363
209
(a-b)
2.0
6.5
1.5pp
59.5
2.3pp
(60.9)
1.7
(a-b)
1.9
(0.1)
7.7
—
3.0
1.2
3.0
(4.9)
8.2
—
6.8
5.5
9.5
—
9.4
5.3
18.2
—
2.9
3.4
1.3
(a-b)
—
—
2023
(c)
16,296
5,710
35.0%
836
5.1%
(d)
15,788
5,347
33.9%
606
3.8%
(1,441)
3,982
12.31.2023
(2,925)
4,077
12.31.2022
(a)
25,656
(b)
25,364
(c-d)
3.2
6.8
1.1pp
38.0
1.3pp
50.7
(2.3)
Change
Amount
(a-b)
292
2023
(c)
16,296
11,922
4,412
(38)
14,953
10,721
8,313
2,942
4,271
(39)
6,383
4,242
2,149
(8)
5,304
3,707
1,605
(8)
3,982
3,148
834
2022 % Change
(d)
15,804
11,851
3,986
(33)
14,615
10,792
8,269
3,060
3,856
(33)
6,039
4,173
1,874
(8)
5,001
3,661
1,348
(8)
3,985
3,127
858
(c-d)
3.1
0.6
10.7
—
2.3
(0.7)
0.5
(3.9)
10.8
—
5.7
1.7
14.7
—
6.1
1.3
18.8
—
(0.1)
0.7
(2.7)
2023
(c)
763
(64)
25,656
20,349
2022 % Change
(d)
624
(26)
25,364
20,015
(c-d)
22.3
—
1.2
1.7
(1) The organic results exclude non-recurring items and the comparable base is calculated net of the foreign currency translation and the change
4th Quarter
4th Quarter
% Change
(2) 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 of the TIM Group
14
Non-recurring events
In the years 2023 and 2022, 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)
Other income
Recovery of operating expenses
2023
2022
11
(23)
Acquisition of goods and services and Change in inventories
Expenses related to agreements and the development of non-recurring projects
and other charges
44
56
Employee benefits expenses
Charges connected to corporate reorganization/restructuring and other costs
484
572
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)
Net losses on disposals of non-current assets:
Impact on Operating profit (loss) (EBIT)
Specifically, non-recurring events for the year 2023 included:
134
673
3
676
77
682
—
682
■ 484 million euros for employee benefit expenses (572 million euros in the 2022 financial year) also
connected to the application of the Art. 4 of Law June 28, 2012 no. 92, as per the agreements signed with
the trade unions by Domestic Business Unit companies;
■ 189 million euros (110 million euros in 2022) for charges mainly connected to disputes, regulatory sanctions
and potential liabilities related to them, the update of the contractual risk provision for onerous contracts
(IAS 37) relating to a existing multi-year relationship as well as agreements and the development of non-
recurring projects and the recovery of operating costs;
■ 3 million euros relating to net capital losses from the sale of non-current assets.
Report on Operations
of the TIM Group
Key Operating and Financial Data of the TIM Group
15
The Group's ESG performance
In line with the ESG targets set in the 2023-2025 Business Plan during 2023, ESG activities concerned: reducing
emissions, Italy's digital growth, employee engagement and development, strengthening governance.
REDUCTION OF EMISSIONS
The emission results are in line with the plan's roadmap, which envisages reaching 100% renewable energy by
2025, carbon neutrality by 2030 and net zero by 2040.
The following activities contributed to these results:
ELECTRICITY
■ The implementation of a new Power Purchase Agreement with a duration of 9 years for the supply of
approximately 200 GWh/year of green energy for the period 2023-2031, which integrates the agreement
already signed in 2021 for the supply of 340GWh/year for 10 years, for a total supply of 540GWh/a.
■ A new photovoltaic system in the Pisa power plant with Enel X, which from 2024 will generate over 1.6
GWh/year and will add to the 80 plants already in operation.
CIRCULAR ECONOMY AND RESOURCE EFFICIENCY
■ The launch of the “ADSL scrapping program” with the dual objective of spreading fibre and extending the
useful life of modems. More than 1,800 modems were recovered thanks to a c. 120 euro bonus awarded
to customers for their return.
■ The regeneration of more than 16,000 broken modems thanks to the working cooperation of inmates of
the Turin Prison, contracted through the supplier TIM.
■ Online activation of eSIMs (embedded SIMs) configurable via digital identity on smartphone.
■ The donation by TIM and the Olivetti Foundation to FAI the complex of the Church and the former Convent
of San Bernardino in Ivrea, which will be restored thanks to funding from the Ministry of Culture.
■ As part of improving infrastructure efficiency, 95% of the public telephone booths out of a total fleet of
14,000 systems were decommissioned. The cabins will mostly be disposed of as special waste for the
recovery of manufacturing materials.
■ Obsolete landline and mobile telephony devices were switched off, for a progressive saving of 145
GWh/year.
SOCIAL - DIGITAL GROWTH
The results regarding Digital Growth are also in line with the Plan roadmap.
■ Revenues from Cloud, IoT and Security services will grow by 10% by 2022; Digital Identity Services grew by
45% by 2022, contributed by the growth of Digital Signature in the Enterprise market and PEC in the
Consumer market.
■ FTTH coverage reached 38% in line with the 2025 target.
The following activities contributed to these results:
■ Telsy, a Group company focused on cybersecurity, acquired TS-Way, an Italian company specialized in
cyber threat intelligence, i.e. services for the prevention and analysis of cyber attacks.
■ The first "made in Italy" microchip for cybersecurity was launched, which can be applied to all IT and
communication systems that manage confidential information.
■ The “TIM Growth Platform” was launched, the online platform for scouting and selecting innovative
solutions, with two challenges launched in this area: the “TIM Cybersecurity Made in Italy Challenge” and
the “TIM AI Challenge”.
■ The “Italia 1 Giga” fibre plan was launched through FiberCop with the cabling of approximately 255
thousand homes in 463 municipalities.
■ Sparkle’s terrestrial and underwater optical network innovation plan was
technologies at speeds of up to 800G in Europe, the Middle East and South America.
launched with new
SOCIAL – PEOPLE
The results of the TIM’s people engagement and development were also in line with the Plan roadmap.
GENDER EQUALITY AND INCLUSION
■ At the end of 2023, the "women in leadership positions" Group-level target combatting the gender gap
reached 30%, exceeding the target set for 2025 (29%).
■ The Certification for Gender Equality (UNI/PdR 125:2022) was achieved, which certifies the
implementation of a management system that fills existing gaps through practical actions and KPIs. This
certification also provided for the establishment of a Gender Equality Steering Committee.
■ The Women Plus app was launched to support women in the workplace through training, mentoring and
matching their skills with jobs available on the market.
Report on Operations
of the TIM Group
Key Operating and Financial Data of the TIM Group
16
■ The more than 200 TIM Stores (direct sales) have become “Punti Viola”, i.e. “safe places” for women who
are victims or witnesses of harassment or violence, thanks to the cooperation with the non-profit
association “Donne x Strada”, which has provided ad hoc training for TIM employees.
■
In December, the #LaParitàNonPuòAspettare awareness campaign was launched in print, web, social and
TV to create awareness about the gender gap and encourage overcoming stereotypes and obstacles to
achieving equality.
■ This year too, the "4 Weeks 4 Inclusion" took place, the marathon of events created by TIM, and created in
collaboration with 400 partners, to spread the values of diversity and inclusion, with a webinar and live
events producing 25,000 social media interactions and 4 million views.
TRAINING AND ENGAGEMENT
■ The percentage of “people trained on ESG skills” reached 95%, exceeding the target anticipated for 2025
(90%). The target for the engagement of young people was also in line with the target set for 2025,
recording a satisfaction level of 77%.
GOVERNANCE
■ The Group’s new Code of Ethics was approved, recognizing sustainability as a reference point for TIM’s
long-term strategy.
■ The new “Human Resources and Equal Opportunities Policy” has been published, which highlights
inclusion and equal opportunities in the belief that there is a positive relationship between inclusion and
business performance.
■ The ESG reporting system has been strengthened by including tracking of sustainability data relating to
targets and projects, in addition to non-financial reporting.
ESG INDICES AND RATINGS
■ The Group entered the CDP A-List as a leader in corporate transparency and climate change performance.
■ TIM in Italy consolidated its place on the Dow Jones Sustainability Europe Index and among the S&P Global
Sustainability leaders as the only Italian company in the telco sector. The Group is also included in the Top
10% ESG Score of the S&P Global Sustainability Yearbook 2024.
■ TIM in Italy obtained the Ecovadis Platinum Medal as part of the top 1% of companies for ESG
performance in terms of work, human rights, environment, ethics and supply chain.
■ The Group was confirmed by the Refinitiv Diversity and Inclusion Index as a world leader in the telco
sector for diversity and inclusion policies.
■ TIM in Italy was awarded by the Parks LGBT+ Diversity Index as the best company for LGBT+ inclusion.
■ TIM won the Diversity Brand Award 2024 for its commitment to Diversity & Inclusion.
∂
Report on Operations
of the TIM Group
Key Operating and Financial Data of the TIM Group
17
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, from 2022, the TIM Group has instituted a
Technical Committee to supervise complex contracts (the “Technical Committee").
The Technical Committee has 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);
■ 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.
Starting from the 2021 financial year, some multi-year contracts for the offer of multimedia content and a
connectivity agreement have shown a negative overall margin throughout the entire contractual duration,
with the need to make provisions for the registration of a Risk Fund contractual for onerous contracts for the
residual duration periods of the agreements. The residual value of the Risk Provision and the forecasts of the
overall contractual margin are periodically reviewed, in order to confirm or update the initial estimates and the
residual amount of the Provision itself.
The use of the Provision for contractual risks for onerous contracts 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).
The Provision for contractual risks for onerous contracts at December 31, 2023 came to 177 million euros.
Below are:
■
■
the amount used in 2023 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)
TIM Group
2023
6,383
(98)
6,285
2022
6,039
(346)
5,693
Domestic Business Unit
2023
4,242
(98)
4,144
2022
4,173
(346)
3,827
The amount of 98 million euros is the negative margin, for which the provision was used.
From a financial viewpoint, the negative margin covered by the Risks Provision has an equal impact on the Net
Financial Position and cash flows.
With reference to the multi-year contracts, 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 of the TIM Group
18
Introduction
The TIM Group and TIM S.p.A. Consolidated Financial Statements for the year 2023 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, 2022,
except for the amendments to the standards issued by IASB and adopted starting from January 1, 2023.
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 2024" 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.
Main changes in the scope of consolidation of
the TIM Group
The main changes in the scope of consolidation that occurred in 2023 were the following:
■ TS-Way S.r.l. (which joined the Domestic Business Unit scope): on April 20, 2023 Telsy S.p.A. acquired 100%
of the company's share capital. TS-Way is active in the field of Information Technology security;
■ TIM Servizi Digitali S.p.A. (which left the scope of the Domestic Business Unit): on August 4, 2023 TIM S.p.A.
sold 100% of the company's share capital.
Furthermore, in November 2023 the TIM Group, through Olivetti S.p.A., sold the Olivetti business unit dedicated
to cash systems for the retail sector to Buffetti (Dylog group).
During 2022, the main corporate transactions were as follows:
■ Cozani RJ Infraestrutura e Rede de Telecomunicações S.A. (Brazil Business Unit): on April 20, 2022, TIM SA
acquired 100% of the company's share capital. The business unit relating to part of the mobile telephony
activities, rights and obligations of Oi Móvel - Em Recuperação Judicial was merged into Cozani. The
incorporation of the company into TIM SA is effective from April 1, 2023;
■ Mindicity S.r.l. (Domestic Business Unit): 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. (Domestic Business Unit): TIM S.p.A. acquired 100% share capital of the company in July
2022. Movenda offered Digital Identity solutions. During 2022 Movenda S.p.A. was merged by incorporation
into TIM S.p.A. with accounting and tax effects starting from July 1, 2022;
■ Daphne 3 S.p.A. (Domestic Business Unit): on August 4, 2022 TIM S.p.A. sold 41% of the share capital of the
Daphne 3 holding company. The company holds a 29.9% stake in Infrastrutture Wireless Italiane ("INWIT").
Furthermore, on August 4, 2022 the company Polo Strategico Nazionale S.p.A. was established, of which TIM
S.p.A. holds 45% of the share capital. 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.
Report on Operations
of the TIM Group
Key Operating and Financial Data of the TIM Group
19
% organic
excluding non-
recurring
0.6
10.7
0.5
11.3
3.2
3.1
CONSOLIDATED OPERATING PERFORMANCE
Revenues
Total TIM Group revenues for the year 2023, amounted to 16,296 million euros, +3.2% compared to 2022
(15,788 million euros).
The breakdown of total revenues for the year 2023 by operating segment in comparison with 2022 is as
follows:
(million euros)
Changes
2023
2022
% weight
% weight absolute
%
Domestic
Brazil
Other Operations
Adjustments and eliminations
Consolidated Total
11,922
4,412
—
(38)
16,296
73.2
27.1
—
(0.3)
100.0
11,858
3,963
—
(33)
15,788
75.1
25.1
—
(0.2)
100.0
64
449
—
(5)
508
The organic change in consolidated Group revenues is calculated by excluding the effect of changes in
exchange rates1 (+ 16 million euros) and changes in the scope of consolidation.
Revenues for the fourth quarter of 2023 totaled 4,343 million euros (4,259 million euros in the fourth quarter of
2022).
EBITDA
TIM Group EBITDA for the year 2023 came to 5,710 million euros (5,347 million euros in the year 2022, +6.8%
in reported terms; +5.7% in organic terms).
The breakdown of EBITDA and the EBITDA margin broken down by operating segment for 2023 compared with
2022, are as follows:
(million euros)
Changes
2023
2022
Domestic
% of Revenues
Brazil
% of Revenues
Other Operations
Adjustments and eliminations
Consolidated Total
% weight
% weight absolute
3,577
30.0
2,141
48.5
(8)
—
5,710
62.6
37.5
(0.1)
—
100.0
3,519
29.7
1,839
46.4
(12)
1
5,347
65.8
34.4
(0.2)
—
100.0
58
302
4
(1)
363
%
% organic
excluding non-
recurring
1.6
0.3 pp
16.4
2.1 pp
1.7
0.4 pp
14.7
1.7 pp
6.8
5.7
Organic EBITDA - net of the non-recurring items amounted to 6,383 million euros; the EBITDA margin was
39.2% (6,039 million euros in 2022, with an EBITDA margin of 38.2%).
EBITDA for the 2023 financial year includes net non-recurring charges totaling 673 million euros (682 million
euros in the 2022 financial year).
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, 2023 of the TIM Group.
Organic EBITDA, net of the non-recurring items, is calculated as follows:
(million euros)
2023
EBITDA
Foreign currency financial statements translation effect
Non-recurring expenses (income)
ORGANIC EBITDA - excluding non-recurring items
% of Revenues
5,710
673
6,383
39.2
2022
5,347
10
682
6,039
38.2
Changes
absolute
363
(10)
(9)
344
1.0pp
%
6.8
5.7
1The average exchange rates used for the translation into euro (expressed in terms of units of local currency per 1 euro) were 5.40158 in 2023 and
5.43993 in 2022 for the Brazilian real. For the US dollar, the average exchange rates used were 1.08157 in 2023 and 1.05335 in 2022. 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
20
Exchange rate fluctuations mainly related to the Brazil Business Unit.
Organic EBITDA - excluding the use of the risk provision to cover onerous contracts - in 2023 is equal to
6,285 million euros (5,693 million euros in 2022).
The EBITDA of the fourth quarter of 2023 totaled 1,493 million euros (1,402 million euros in the fourth quarter
of 2022).
Organic EBITDA net of the non-recurring items in the fourth quarter of 2023 totaled 1,596 million euros (1,495
million euros in the fourth quarter of 2022).
EBITDA was particularly impacted by the change in the line items analyzed below:
2023
1,158
■ Acquisition of goods and services (7,518 million euros; 7,239 million euros in 2022):
(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
1,295
1,690
229
1,476
935
735
7,518
46.1
2022
1,164
1,335
1,498
311
1,431
798
702
7,239
45.9
Change
(6)
(40)
192
(82)
45
137
33
279
0.2pp
The increase is mainly attributable to the Domestic Business Unit (+165 million euros) and the Brazil Business
Unit (+125 million euros, including a positive exchange effect of 9 million euros).
■ Employee benefits expenses (2,987 million euros; 3,180 million euros in 2022):
(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
2023
2,624
2,142
482
363
361
2
2,987
18.3
2022
2,842
2,272
570
338
336
2
3,180
20.1
Change
(218)
(130)
(88)
25
25
—
(193)
(1.8)pp
The decrease of 193 million euros was mainly driven by:
•
•
to the reduction of 130 million euros in the Italian component of ordinary employee expenses mainly
due to the saving resulting from the reduction in the average salaried workforce, equal to a total of -
2,883 average, of which -625 average related to the application of the "Expansion Contract" which
entails a reduction of working hours of staff on the workforce;
to the decrease of 88 million euros in the item "Restructuring costs and other expenses" of the Italian
component. In 2023, costs totalling €482 million were incurred, mainly related to personnel exits on
the basis of the application of Article 4 of Law No. 92 of June 28, 2012, as per the agreements signed
with the trade unions by Italian companies of the Domestic Business Unit.
In 2022, charges totaling 570 million euros had been set aside mainly for provisions and charges
related to the departures of managerial and non-managerial personnel, also foreseen based on the
application of the Art. 4 of Law June 28, 2012, no. 92 and former Art. 41, paragraph 5bis, Legislative
Decree no. 148/2015, as per agreements signed, in the period June-September 2022 with the trade
unions. and refer entirely to some Italian companies of the Domestic Business Unit.
•
the greater cost of 25 million euros in the foreign component mainly related to the impact of turnover,
the exchange rate change and the local salary dynamics of the Brazil Business Unit.
Report on Operations
of the TIM Group
Consolidated operating performance
21
■ Other income (206 million euros; 213 million euros in 2022):
(million euros)
2023
2022
Change
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
37
17
44
38
51
5
14
206
■ Other operating expenses (872 million euros; 816 million euros in 2022):
2023
(million euros)
233
Write-downs and expenses in connection with credit management
88
Provision charges
241
TLC operating fees and charges
109
Indirect duties and taxes
32
Penalties, settlement compensation and administrative fines
12
Subscription dues and fees, donations, scholarships and traineeships
157
Sundry expenses
872
Total
39
13
38
37
68
1
17
213
2022
236
129
243
104
25
13
66
816
(2)
4
6
1
(17)
4
(3)
(7)
Change
(3)
(41)
(2)
5
7
(1)
91
56
Other operating expenses for the 2023 financial year increased by 56 million euros, in particular the change in
Other expenses was mainly related to regulatory sanctions.
Depreciation and amortization
In 2023 the item amounts to 4,863 million euros (4,777 million euros in 2022) 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
2023
1,540
2,361
962
4,863
2022
1,517
2,348
912
4,777
Change
23
13
50
86
The increase of 86 million euros is attributable for 59 million euros to the Brazil Business Unit and for 27 million
euros to the Domestic Business Unit.
Net impairment losses on non-current assets
Net impairment losses on non-current assets were nil in both 2023 and 2022.
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 2023, 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.
Further details are provided in the Note “Goodwill” to the Consolidated Financial Statements at December 31,
2023 of the TIM Group.
Report on Operations
of the TIM Group
Consolidated operating performance
22
EBIT
TIM Group EBIT for 2023 came to 836 million euros (606 million euros in 2022).
Organic EBIT, net of the non-recurring items, amounted to 1,512 million euros (1,294 million euros in 2022),
with an EBIT margin of 9.3% (8.2% in 2022).
Organic EBIT, net of the non-recurring items, was calculated as follows:
(million euros)
2023
EBIT
Foreign currency financial statements translation effect
Non-recurring expenses (income)
ORGANIC EBIT - excluding non-recurring items
836
676
1,512
2022
Changes
absolute
230
(6)
(6)
218
606
6
682
1,294
%
38.0
16.8
The EBIT of the fourth quarter of 2023 totalled 268 million euros (168 million euros in the fourth quarter of
2022).
Organic EBIT net of the non-recurring items in the fourth quarter of 2023 totalled 373 million euros (258 million
euros in the fourth quarter of 2022).
Other income (expenses) from investments
The balance for the 2023 financial year mainly includes the income connected to the definition, in October
2023, of the Adjusted Closing Price relating to the acquisition by the Brazilian subsidiary TIM SA of part of the Oi
group's mobile telephony assets (56 million euros). More in detail, on October 4, 2023, TIM S.A. reported that
the Court of Arbitration had approved an agreement stipulated between the Company, Telefônica Brasil S.A.
and Claro S.A. (the "Buyers") and Oi S.A. - Em Recuperação Judicial (the "Seller") to put an end to the dispute
and arbitration proceedings relating to the post-closing adjustment of the purchase price assigned to Oi’s
mobile telephone assets. The final price for the portion of the mobile telephone assets attributed to TIM S.A.,
considering the post-closing adjustment negotiated in the agreement, was 6.68 billion reais, taking the closing
date as reference (“TIM Adjusted Final Price”).
Considering the TIM Adjusted Final Price, TIM S.A. has therefore redeemed a portion equal to half the amount
that had been deposited in court and subsequently transferred to the Court of Arbitration, which was initially
equivalent to approximately 317 million reais. The amount of the proceeds, redetermined at the closing date,
will be updated with the 100% change in the CDI index until deposit in court, interest and/or monetary update
applicable until the date on which the respective reimbursement is paid. The remaining amount has been
collected by the Seller as part of the purchase price of the mobile telephone assets attributed to TIM S.A..
Following the agreement, all matters and disputes pending between TIM S.A. and Oi S.A. in connection with
the acquisition of the mobile telephone assets, have been settled.
In financial year 2022 the balance mainly included the net capital gain connected to the sale of 41% of the
share capital of the Daphne 3 holding company, which currently holds a 29.9% stake in Infrastrutture Wireless
Italiane - INWIT (171 million euros) as well as the capital gain net connected to the sale of the stake in Satispay
(33 million euros).
Finance income (expenses), net
Finance income (expenses) showed a net expense of 1,740 million euros (negative for 1,423 million euros in
2022). The increase is essentially attributable to the dynamics of interest rates and the greater debt exposure.
Income tax expense
In 2023 financial year, the income taxes item amounted to 227 million euros (2,066 million euros in the 2022
financial year) and mainly refers to FiberCop SpA and the Brazil Business Unit which recorded a positive pre-
tax result.
In the 2023 financial statements, TIM SpA did not recognize deferred tax assets for tax losses for the year and
previous years, in consideration of the assessment regarding the temporal distribution of the recoverability of
the company's deferred tax assets.
In 2022 the item mainly reflected the impact, equal to 1,964 million euros, deriving from the exercise by the
Parent Company TIM S.p.A. of the option to revoke the goodwill realignment.
Report on Operations
of the TIM Group
Consolidated operating performance
23
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
2023
(1,107)
(1,441)
—
(1,441)
334
—
334
2022
(2,654)
(2,925)
—
(2,925)
271
—
271
The Net loss attributable to Owners of the Parent for 2023, was 1,441 million euros (-2,925 million euros in
2022), suffering the negative impact of net non-recurring expenses for 680 million euros (2,431 million euros in
2022).
For more details on non-recurring items, see the Note "Non-recurring events and transactions" in the
Consolidated Financial Statements as at December 31, 2023 of the TIM Group.
Report on Operations
of the TIM Group
Consolidated operating performance
24
BUSINESS UNIT
2023
KEY OPERATING AND FINANCIAL DATA
Domestic
REVENUES
EBITDA MARGIN
11,922
millions
of euros
35.6%
organic
excluding non
recurrent
EBITDA
EBITDA ADJUSTED AFTER LEASE
3,577
millions
of euros
3,707
millions
of euros
TIM RETAIL
PHISICAL ACCESSES
TIM WHOLESALE
PHISICAL ACCESSES
ACTIVE BROADBAND
ACCESSES TIM
end of period
7,975
thousand
end of period
7,247
thousand
LINES
end of period
30,128
thousand
Brasile
end of period
7,196
thousand
REPORTED ARPU
end of period
6,9
€/month
FIXED
MOBILE
REVENUES
EBITDA MARGIN
EBITDA
4,412
millions
of euros
48.7%
organic
excluding non
recurrent
2,141
millions
of euros
EBITDA ADJUSTED AFTER LEASE
1,605
millions
of euros
LINES
end of period
61,248
thousand
FINANCIAL AND OPERATING HIGHLIGHTS OF
THE BUSINESS UNITS OF THE TIM GROUP
Domestic
(million euros)
2023
2022
Changes
(a-b)
Revenues
EBITDA
% of Revenues
EBIT
% of Revenues
Headcount at year end (number) (°)
(a)
11,922
3,577
30.0
10
0.1
37,901
(b)
absolute
11,858
3,519
29.7
24
0.2
40,984
64
58
(14)
(3,083)
% organic
excluding non-
recurring
0.6
1.7
0.4pp
(0.1)
0.0pp
%
0.5
1.6
0.3pp
(58.3)
(0.1)pp
(7.5)
(°) Includes 31 agency contract workers at December 31, 2023 (15 at December 31, 2022).
(million euros)
4th Quarter
2022
2023
4th Quarter
Changes
(a-b)
Revenues
EBITDA
% of Revenues
EBIT
% of Revenues
(a)
3,177
909
28.6
9
0.3
(b)
absolute
%
3,185
878
27.6
(16)
(0.5)
(8)
31
25
% organic
excluding non-
recurring
(0.1)
5.5
1.8pp
75.4
1.6 pp
(0.3)
3.5
1.0pp
—
0.8pp
(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)
12.31.2023
7,975
5,580
7,247
5,280
7,196
28.1
38.1
2023
3,577
4,242
(98)
4,144
12.31.2022
8,290
5,417
7,525
5,171
7,443
28.3
35.6
2022
3,519
4,173
(346)
3,827
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.
Report on Operations
of the TIM Group
Financial and Operating Highlights of the BUs of the TIM Group
26
Business Unit Domestic
Mobile
Lines at period end (thousands)
of which Human
Churn rate (%) (4)
Broadband users (thousands) (5)
Retail ARPU (€/month) (6)
Human ARPU (€/month) (7)
12.31.2023
30,128
18,071
12.8
12,592
6.9
11.4
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
(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 11,922 million euros, up 64 million euros compared to 2022
(+0.5%). In organic terms, they increased by 71 million euros (+0.6% on 2022).
Revenues from stand-alone services amounted to 10,721 million euros (-78 million euros compared to 2022, -
0.7%) and reflect the impacts of the competitive context on the customer base as well as the effects deriving
from the new marketing model which entailed, starting from the fourth quarter of 2022, the elimination of the
so-called "activation fee"; in organic terms, they dropped by 71 million euros compared to 2022 (-0.7%).
In detail:
■
■
revenues from stand-alone Fixed market services amounted to 8,313 million euros, up on 2022 (+0.5%)
mainly due to growth in revenues from ICT solutions (+155 million on 2022, +9.9%) and Multimedia
revenues, which were partially offset by the decrease in accesses and the negative change in the above-
mentioned “activation fees”;
revenues from stand-alone Mobile market services came to 2,942 million euros (-119 million euros on
2022, -3.9%), mainly due to the reduction in the customer base connected with Human lines.
Handset and Bundle & Handset revenues, including the change in work in progress, amounted to 1,201 million
euros in 2023, an increase of 142 million euros compared to 2022, mainly due to the commercial agreement
initiated by TIM and FiberCop with Open Fiber in 2022 for the so-called white areas (areas of low population
density, where no private investment for ultrabroadband is anticipated) that were extended, starting from the
third quarter of 2023, also to part of the grey areas (areas where the development of a single ultrabroadband
network is anticipated). This agreement provides that Open Fiber purchases from FiberCop the right of use
(IRU) for air infrastructure and access connections to the customer's home.
Revenues by customer segment/business area are shown consistently with the areas of responsibility and the
relative focus of the reference market. Accordingly, the comparative figures for previous periods have been
restated. The details of the revenues are therefore shown below, broken down into: Consumer and Small
Medium Business, Enterprise, Wholesale National Market, Wholesale International Market, Other, complete
with the analytical description of the reference perimeter, as currently represented for the purposes of internal
analyses.
■ Consumer and Small Medium Business (SMB). The reference perimeter is made up of the set of telephone
and internet services and products managed and developed in Fixed and Mobile for individuals and families
(from public telephony, from caring activities and administrative management of customers) and for
customers of SMEs (Small and Medium Enterprises) and SOHO (Small Office Home Office); it includes the
company TIM Retail, which coordinates the activities of its stores.
(million euros)
Consumer and Small
Medium Business
revenues
Service revenues
Handset and Bundle &
Handset revenues
4th Quarter
4th Quarter
2023
2022
% Change
2023
2022
(a)
(b)
(c)
(d) (a-b)/b (c-d)/d
organic
excluding
non-
recurring
(a-b)/b
organic
excluding
non-
recurring
(c-d)/d
1,418
1,283
135
1,464
1,306
158
5,629
5,123
506
5,913
5,355
(3.2)
(1.8)
558
(14.5)
(4.8)
(4.3)
(9.2)
(3.2)
(1.8)
(14.5)
(4.8)
(4.3)
(9.2)
Report on Operations
of the TIM Group
Financial and Operating Highlights of the BUs of the TIM Group
27
Business Unit Domestic
In organic terms, the revenues of the Consumer and SMB segment amounted to 5,629 million euros (-284
million euros compared to 2022, -4.8%) and present a trend that discounts the impact of the challenging
competitive context. The trend seen in total revenues also applied to service revenues, which amounted to
5,123 million euros, down by 232 million euros compared to 2022 (-4.3%).
Furthermore:
•
revenues from stand-alone services in the Mobile market amounted, in organic terms, to 2,169
million euros (-88 million euros, -3.9% compared to 2022). 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 stand-alone services in the fixed market amounted, in organic terms, to 2,972 million
euros, (-152 million euros,-4.9% compared to 2022), mainly due to the reduction in ARPU levels and the
smaller customer base.
Handset and Bundle & Handset revenues of the Consumer and SMB segment amounted to 506 million
euros, -52 million euros compared to 2022: the change is mainly connected to the progressive slowdown of
the mobile terminal market.
■ Enterprise. The reference perimeter consists of the set of connectivity services and products and ICT
solutions managed and developed for Top, Public Sector and Large Account customers. The following
companies are included: Olivetti, TI Trust Technologies, Telsy and Noovle.
In organic terms, the segment's revenues amounted to 3,088 million euros, up compared to 2022 by 120
million euros (+4.1%), of which +5.1% for the component of revenues from stand-alone services.
(million euros)
Enterprise revenues
Service revenues
Handset and Bundle &
Handset revenues
In particular:
4th Quarter
4th Quarter
2023
2022
% Change
2023
2022
(a)
981
866
115
(b)
917
792
125
3,088
2,772
316
(c)
(d) (a-b)/b (c-d)/d
organic
excluding
non-
recurring
(a-b)/b
6.9
9.3
organic
excluding
non-
recurring
(c-d)/d
4.1
5.1
2,968
2,638
6.9
9.3
4.1
5.1
330
(8.0)
(4.1)
(8.0)
(4.1)
•
•
revenues from stand-alone services in the Mobile market are stable compared to 2022 (+4 million
euros);
revenues from stand-alone services in the Fixed market showed a change of +129 million euros
compared to the 2022 financial year (+5.8%), mainly due to 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 presents revenues of 2,014 million euros in 2023, an increase of
66 million euros compared to 2022 (+3.4%), thanks also to the positive impact of the dynamics of
regulatory prices.
■ 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.
The revenues for 2023 of the Wholesale International Market segment amounted to 1,021 million euros, up
compared to 2022 (+29 million euros, +2.9%), thanks mainly to the sales revenues for spectrum/fibre and
the growth in revenues relating to solutions for mobile operators combined with a strategy 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.
Revenues for 2023 amount to 392 million euros, an increase of 120 million euros compared to 2022. It
should be noted that the revenues for 2023 include approximately 177 million euros relating to the
aforementioned commercial agreement launched by TIM and FiberCop with Open Fiber, in 2022 for the so-
called white areas and extended, starting from the third quarter of 2023, also to part of the grey areas.
■ Eliminations: in 2023 they amounted to 222 million euros (235 million euros in 2022).
Report on Operations
of the TIM Group
Financial and Operating Highlights of the BUs of the TIM Group
28
Business Unit Domestic
EBITDA
Domestic Business Unit EBITDA for 2023 totaled 3,577 million euros (+58 million euros compared to 2022,
+1.6%), with an EBITDA margin of 30.0% (+0.3 percentage points compared to 2022).
Organic EBITDA, net of the non-recurring items, amounted to 4,242 million euros (+69 million euros
compared to 2022, +1.7%). In particular, the EBITDA for 2023 includes non-recurring items of 665 million euros,
while in the 2022 financial year it discounted an overall impact of 655 million euros of non-recurring items.
Organic EBITDA, net of the non-recurring items, is calculated as follows:
(million euros)
2023
EBITDA
Foreign currency financial statements translation effect
Non-recurring expenses (Income)
ORGANIC EBITDA - excluding non-recurring items
3,577
—
665
4,242
2022
3,519
(1)
655
4,173
Changes
absolute
58
1
10
69
%
1.6
—
1.5
1.7
Organic EBITDA - excluding the use of the risk provision to cover onerous contracts - in 2023 is equal to
4,144 million euros (3,827 million euros in 2022).
The EBITDA of the fourth quarter of 2023 totaled 909 million euros (878 million euros in the fourth quarter of
2022).
Organic EBITDA net of the non-recurring component of the fourth quarter of 2023 amounted to 1,012 million
euros (+53 million euros compared to the fourth quarter of 2022).
In relation to the dynamics of the main items, it is highlighted that the same dynamics already commented on
in the consolidated context influenced the main trends; in detail:
(million euros)
Acquisition of goods and services
Employee benefits expenses
Other operating expenses
Change
165
(220)
40
2022
5,697
2,868
444
2023
5,862
2,648
484
In particular:
■ Other income amounted to 190 million euros with a decrease of 6 million euros compared to 2022:
(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
17
44
38
53
5
10
190
13
36
37
68
1
15
196
2023
23
2022
26
Change
(3)
4
8
1
(15)
4
(5)
(6)
■ Acquisition of goods and services amounted to 5,862 million euros with an increase of 165 million euros
compared to 2022:
(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
2023
944
1,096
1,181
89
1,227
666
659
5,862
49.2
2022
994
1,175
1,031
137
1,203
531
626
5,697
48.0
Change
(50)
(79)
150
(48)
24
135
33
165
1.2
■ Employee benefits expenses amounted to 2,648 million euros, a decrease of 220 million euros compared
to 2022. The same dynamics already described in the information given on the consolidated operating
performance impacted this performance too.
Report on Operations
of the TIM Group
Financial and Operating Highlights of the BUs of the TIM Group
29
Business Unit Domestic
■ Other operating costs amounted to 484 million euros with an increase of 40 million euros compared to
2022:
(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
2023
115
59
45
82
32
10
141
484
2022
120
106
44
86
25
11
52
444
Change
(5)
(47)
1
(4)
7
(1)
89
40
Other operating expenses for the 2023 financial year increased by 40 million euros, in particular the change in
Other expenses was mainly related to regulatory sanctions.
The item includes a non-recurring component, equal to 134 million euros, mainly attributable to regulatory
sanctions, provisions for onerous contracts and charges related to credit management.
The non-recurring component of 2022, equal to 78 million euros, mainly referred to disputes, settlements,
charges for regulatory sanctions and charges related to agreements and the development of non-recurring
projects.
EBIT
Domestic Business Unit EBIT in 2023 was equal to 10 million euros (-14 million euros compared to 2022), with
an EBIT margin equal to 0.1% (-0.1 percentage points compared to 2022).
Organic EBIT, net of the non-recurring component, stands at 678 million euros (-1 million euros compared to
2022, -0.1%) with an incidence on revenues of 5.7% (in line compared to 2022).
Organic EBIT, net of the non-recurring items, was calculated as follows:
(million euros)
Changes
2023
2022
EBIT
Non-recurring expenses (Income)
ORGANIC EBIT - excluding non-recurring items
10
668
678
24
655
679
absolute
(14)
13
(1)
%
(58.3)
2.0
(0.1)
EBIT for the fourth quarter of 2023 amounted to 9 million euros (-16 million euros in the fourth quarter of
2022).
Organic EBIT net of the non-recurring items in the fourth quarter of 2023 totaled 114 million euros (65 million
euros in the fourth quarter of 2022).
Report on Operations
of the TIM Group
Financial and Operating Highlights of the BUs of the TIM Group
30
Business Unit Domestic
Brazil
Revenues
EBITDA
% of Revenues
EBIT
% of Revenues
Headcount at year end (number)
(million euros)
2023
2022
(a)
4,412
2,141
48.5
833
18.9
(b)
3,963
1,839
46.4
593
15.0
(million Brazilian reais)
2023
2022
(c)
23,834
11,562
48.5
4,501
18.9
9,267
(d)
21,531
9,993
46.4
3,236
15.0
9,395
Changes
absolute
%
(c-d)
2,303
1,569
1,265
(128)
(c-d)/d
10.7
15.7
2.1pp
39.1
3.9pp
(1.4)
% organic
excluding
non-
recurring
10.7
14.7
1.7pp
35.0
3.5pp
The average exchange rates used for the translation into euro (expressed in terms of units of Real per 1 euro) were 5.40158 for 2023 and 5.43993 for
2022.
(million euros)
(million Brazilian reais)
4th Quarter
4th Quarter
4th Quarter
4th Quarter
2023
2022
2023
2022
Changes
(a)
1,176
587
49.8
261
22.3
(b)
1,083
524
48.5
184
17.1
(c)
6,275
3,128
49.8
1,399
22.3
(d)
5,825
2,824
48.5
994
17.1
% organic
excluding
non-
recurring
7.7
9.5
0.8pp
36.2
4.7pp
absolute
%
(c-d)
450
304
405
2023
61,248
29.5
96.9
(c-d)/d
7.7
10.8
1.3 pp
40.7
5.2 pp
2022
62,485
26.1
96.4
Revenues
EBITDA
% of Revenues
EBIT
% of Revenues
Lines at period end (thousands) (*)
Mobile ARPU (reais)
ARPU BroadBand (reais)
(*) Includes corporate lines.
The Brazil Business Unit (TIM Brasil group) offers mobile telephone services, data transmission and residential
broadband services.
Revenues
Revenues for 2023 of the Brazil Business Unit (TIM Brasil group) amounted to 23,834 million reais (21,531
million reais in 2022, +10.7%).
The acceleration has been determined by service revenues (23,071 million reais vs 20,829 million reais in 2022,
+10.8%) with mobile service revenues growing 11.2% on 2022. This performance is mainly attributable to the
continued improvement of the pre-paid and post-paid segments supported by the acquisition of the mobile
assets of Oi (Cozani). Revenues from landline telephone services grew by 4.6% compared to 2022, driven by
Ultrafibra's pace of expansion.
Revenues from product sales totaled 763 million reais (702 million reais in 2022).
Revenues in the fourth quarter of 2023 totaled 6,275 million reais, increased by 7.7% on the fourth quarter of
2022 (5,825 million reais).
Mobile ARPU in financial year 2023 was 29.5 reais, +13.1% compared to 2022 (26.1 reais).
Total mobile lines at December 31, 2023 amounted to 61.2 million (62.5 million at December 31, 2022). The
change is attributable for -1.6 million to the pre-paid segment and +0.4 million to the post-paid segment. Post-
paid customers represented 45.1% of the customer base as of December 31, 2023 (43.6% at December 2022).
Ultrafibra's BroadBand activities recorded, as of December 31, 2023, a positive net growth in the customer
base of 86.4 thousand units compared to December 31, 2022. In addition, the customer base continues to be
concentrated on high-speed connections, with more than 50% exceeding 100Mbps.
Broadband ARPU for 2023 was 96.9 reais (96.4 reais in 2022).
Report on Operations
of the TIM Group
Financial and Operating Highlights of the BUs of the TIM Group
Brazil Business Unit
31
EBITDA
EBITDA in 2023 was 11,562 million reais (9,993 million reais in 2022, +15.7%) and the margin on revenues
amounted to 48.5% (46.4% in 2022).
EBITDA for 2023 includes non-recurring charges of 42 million reais (128 million reais in 2022) mainly connected
to the development of non-recurring projects and corporate reorganization processes.
Organic EBITDA, net of the non-recurring items, increased by 14.7% and was calculated as follows:
Changes
(million Brazilian reais)
2023
2022
EBITDA
Non-recurring expenses (income)
ORGANIC EBITDA - excluding non-recurring items
11,562
42
11,604
9,993
128
10,121
absolute
1,569
(86)
1,483
%
15.7
14.7
The growth in EBITDA is attributable to the positive performance of service revenues strengthened by the
acquisition of the Oi-Cozani activities and the increase in prices of post-paid and TIM Controle tariff plans.
The relative margin on revenues, in organic terms, comes to 48.7% (47.0% in 2022).
EBITDA for the fourth quarter of 2023, amounted to 3,128 million reais, up 10.8% compared to the fourth
quarter of 2022 (2,824 million reais).
Net of non-recurring charges, the margin on revenues for the fourth quarter of 2023 was 49.9% (49.1% in the
fourth quarter of 2022).
The changes in the main cost items are shown below:
(million euros)
2023
(a)
1,687
338
383
(18)
Acquisition of goods and
services
Employee benefits expenses
Other operating expenses
Change in inventories
2022
(b)
1,562
311
367
(6)
(million Brazilian reais)
2023
(c)
9,111
1,823
2,075
(96)
EBIT
2022 Change
(d)
8,490
1,690
1,992
(34)
(c-d)
621
133
83
(62)
EBIT for 2023 was 4,501 million reais (3,236 million reais in 2022 +39.1%).
Organic EBIT, net of the non-recurring items, in 2023 amounted to 4,543 million reais (3,364 million reais in
2022), with a margin on revenues of 19.1% (15.6% in 2022).
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
2023
4,501
42
4,543
2022
3,236
128
3,364
Changes
absolute
1,265
(86)
1,179
%
39.1
35.0
The EBIT of the fourth quarter of 2023 totaled 1,399 million reais (994 million reais in the fourth quarter of
2022).
Net of non-recurring charges, the margin on revenues for the fourth quarter of 2023 was 22.3% (17.6% in the
fourth quarter of 2022).
Report on Operations
of the TIM Group
Financial and Operating Highlights of the BUs of the TIM Group
Brazil Business Unit
32
Commercial
strategy
2023
PREMIUM POSITIONING AND TECHNOLOGICAL LEADERSHIP
• First on the market with the 10Gbps fiber offer
• 5G development in over 2,300 municipalities
CONVERGENCE AND VALUE
• 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
DATA DRIVEN MANAGEMENT OF THE CUSTOMER BASE
• Expanding cross-selling initiatives
• Reducing churn with targeted actions
SERVICES AND DIGITAL CONTENT
• Simplify ICT solutions by focusing on a set of core offerings,
delivered with top market players
• The main Content aggregator in Italy thanks to a unique
partnership portfolio
MAIN COMMERCIAL DEVELOPMENTS
Domestic
Consolidation of the new brand positioning
In 2023, TIM consolidated its positioning, expressed in the claim "La forza delle connessioni (The strength of
connections)", through the continuation of the successful TV format that tells stories of human connections
made possible by TIM technology, involving the great Italian leaders in the sports panorama and covering the
entire world of music.
With a century-long history of serving the country's development and growth, TIM's commitment is not only
to serve people and businesses by providing reliable services, but also to be present as a force for change and
progress of the country, feeling the responsibility as a brand to maximize the positive impact on society. For
this reason, the communication platform has been enriched with a new playground "La Parità Non Può
Aspettare (Equality Can’t Wait)", to underline TIM's commitment to gender equality and raise awareness of
this important issue.
Thus was launched the campaign "La forza delle connessioni per vincere gli stereotipi (The strength of
connections to overcome stereotypes)", which supported the women's national soccer team at the World
Cup in Australia and New Zealand and affirmed the right of girls to dream free of stereotypes and prejudice.
Female voices, representatives of various professional fields related to the TIM world, highlighted stark
statistics on the huge gender gap in their sectors, launching a challenge to act.
Moreover, TIM has strengthened its image in terms of innovation and promoted engagement, seeking to be
recognized not only as a provider of Telco and ICT services, but also as a digital partner, offering advanced
solutions and consumer-oriented services, close to people, their needs and their passions.
Renewal of the value proposition with a focus on technology evolution
and convergence, focus on strategic segments and sustainability
First on the market with the 10Gbps Fiber offer
5G development in over 2,300 municipalities
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
First in Italy to offer the possibility of activating a new line online (or requesting number
portability) in a few minutes with SPID/eSIM
WiFi calling service extension also on iPhones
Consumer
During 2023 TIM continued along the path of developing the network and expanding FTTH coverage,
confirming the primacy of the speed of FTTH Fiber connections with performances of up to 10 Gigabits per
second, 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 in the TIM WiFi Power portfolio, the Smart and the Top both with a 2.5Gbit download speed profile.
Starting from November 2023, the two top-of-the-range offers have been unified into a new TIM WiFi Power
Top offer with speeds of up to 10Gbit.
A particular commercial push was given throughout 2023 to convergence, as a lever for loyalty and
improvement of the customer experience. The TIM Unica mechanism was improved as early as the first half of
the year with the launch of the new TIM Unica Power.
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. During 2023, a new FWA offer was launched which is
particularly advantageous and dedicated to second homes, allowing the customer to take advantage of a
second line even in areas not covered by Fiber. The FWA offer is also available as pay-as-you-go, with speeds
of up to 40 Mega.
In line with the strategic objective of environmental sustainability, during 2023, TIM launched the Scrappage
Promoon the market, which allows the customer to scrap the old modem or the old copper line taking
advantage of a discount on the new fibre connection.
Also in 2023, 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 Per TE offer,
dedicated to the Customer Base.
On the Mobile front, during 2023 TIM continued to support the development of UltraBroadBand, consolidating
4G and developing 5G in over 2,300 municipalities with speeds of up to 2 Gigabits per second.
Technological leadership means a competitive edge for TIM, which is fundamental for making it mark in a
highly competitive market. By exploiting the distinctive quality of the network, TIM was able to continue a
"value" strategy, maintaining a premium positioning on the market, as demonstrated by the numerous
commercial and communication initiatives on 5G. Furthermore, TIM was the first operator in Italy to ensure a
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34
completely digital customer experience to activate a new mobile line or request number portability. Customers
can, from the comfort of their home, activate an e-SIM using the SPIDas an identification service.
TIM's devices portfolio expanded to include new product typesin 2023, following a diversification strategy that
aims both to attract new customer segments and to counteract the contraction of the smartphone market.
In this context, the most relevant categories are:
■ Wearables, especially Samsung and Apple, with growth of +130% YoY;
■ PlayStation 5 and Smart TV, which inaugurate the new "House of Devices" product category, which aims
to increase the diffusion of TIM's core services both because it creates the opportunity for use and because
it increases pedestrian traffic in TIM stores. Launched in the second half of 2023, these products account
for up to 15% of the total financing for the period.
The success in marketing these new products was possible above all thanks to 2 factors:
■ possibility for points of sale to finance products directly from TIM warehouses, without the need to
physically have the product; this new feature, available from July 2023, is particularly relevant for bulky
products (smart TVs) and for products with limited availability (e.g. Sony PS5 and Apple iPhone);
■ expansion of financing with TIMFin also to TIM Fisso customers (approximately 25% of financing from
May 2023).
These new features, available for all product categories, and the push on new channels have contributed to
the growth in smartphone financing of +7% YoY, compared to a -12% decline in the total Italian market (source
GFK).
Other important determinants of growth are:
■ strong growth in Digitalchannels, +70% YoY;
■
the introduction of a policy on sell-in, aimed at encouraging stores to buy in order to reduce dependence
on low-margin suppliers (Apple and Samsung) and increase the number of smaller suppliers;
■ growth in financing for medium-low range products, a market with ample margins for growth.
The insurance sector also continues to grow: “TIMFin Assicura Smartphone” (TIMFin insurance coverage,
ancillary to the sale of smartphones, which covers the repair or replacement of the smartphone in the event of
accidental damage and/or in the event of theft) during 2023 sold policies on 17% of financed smartphones,
with numbers increasing over the year and closing December 2023 at 25%.
To encourage the collection and recycling of used smartphones, TIM and TIMFin propose "TIM Rivaluta
Smartphone", the trade-in program, thanks to which TIM customers obtain a voucher with an amount equal to
the value of the used smartphone; the voucher can be used for a reduction in the installment on the financing
of a new device, with a double benefit:
■ sustainability: enables customers to adopt behaviors that promote the recovery of used goods and the
reduction of waste;
■ convenience: the second-hand value becomes a discount on the purchase of the new smartphone.
Throughout 2023, TIM Rivaluta Smartphone occupied a prominent place in TIM's commercial strategy, through
communication, both on traditional and digital channels, offers of super-valuation of second-hand devices,
and dedicated commissioning policies.
With the “TIM Rivaluate Smartphone” service, 5% of the new devices financed allowed the recovery of a used
smartphone.
The growth of fixed and mobile lines with financeddevices (+41% YoY) is fundamental within the policy of
protecting the value of TIM's Customer Base, with a churn of lines with financing -55% lower than lines
without financing.
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.
In short, the main data of TIMFin:
■
■
the number of loan transactions aimed at purchasing devices completed during 2023 grew by +17%
compared to 2022;
the number of personal loan financings finalized during 2023 grew by 58% compared to 2022.
Since July 2023, the possibility of financing equipment in stores through TIMFin has also been launched for
individual businesses and freelancers.
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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. The new WiFi calling service, TIM Voce WiFi, which allows you to call with your
smartphone even in the absence of mobile coverage using a WiFi connection, was extended during 2023 to all
public or private WiFi and to iPhones.
Small and Medium Business Segment
Over the course of 2023, TIM will increase its focus on the voucher offer with the government's connectivity
bonus, reaching a share as TIM at the end of the plan of around 40% of the resources used in Italy as a whole.
For SoHo customers, the TIM Ufficio Ovunque Sei service has been launched, a new cloud-based switchboard
solution that allows customers to easily and quickly manage all their fixed-number calls even from their
smartphone, with a self-installing service that can be customized with a click by the customer via the app.
This has become a feature of the TIM Premium Ovunque Sei 10Giga flagship offer and the Voucher offer.
To satisfy the most relevant needs of SMB customers, the new Fiber portfolio was launched which aimed at:
strengthening connections with 2.5Giga and 10Giga speeds, todedicated assistance with an operator
available 24 hours a day, 7 days a week and to customer loyalty with benefits linked to the fixed-mobile
convergence “TIM Unica business” and to direct debit of bills.
Furthermore, TIM increased the penetration of professional guaranteed bandwidth and VoIP connectivity
solutions for the Small and Medium Enterprise market through the promotion and commercial boost of the
TIM Comunica portfolio, recovering competitiveness in the panorama of advanced communication solutions
that characterize the world business.
On the Mobile offer, the commercial push continued on convergent, domiciled and unlimited Gigabyte offers.
The focus was also on improving the quality of the service, as a point of differentiation from competitors,
guaranteeing wider coverage thanks to the launch of WIFI Calling (TIM Voce WI FI) available both for Android
terminals and, from the end of 2023, also for Apple.
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 focus on environmental impact with various initiatives, such as the sale of refurbished
smartphones, exclusively Class A+ to guarantee the end customer the maximum guarantee of quality (only
original spare parts), but reducing accessories and packaging materials, as well as maintaining the marketing
of SIM cards in "half card" format (half of normal SIM cards) and the use of recycled plastics for the card
carrier, with a saving of approximately 14 tons of plastic per year. starting from December 2023, the launch of
the new eSIM Web, completely dematerialized, is added, which involves sending the eSIM card to customers
(for new activations/MNP) via QR Code via email.
TIM also joins the Ecorating Consortium, an organization that evaluates the environmental impact of
smartphones by taking into consideration their entire life cycle, from the production process to repairability,
use and disposal.
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.
Data driven management of the customer base
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, the transformation activities of the CVM platform into real time logic continue through the
continuous improvement of ML algorithms and the introduction of the first use cases based on the Customer
Data Platform capabilities to increase the effectiveness of commercial actions.
Consumer
With a view to the "Volume to Value" positioning strategy, the 2023 CVM actions are oriented towards
increasing the share of wallet of the Customer Base.
The Fixed cross-selling initiatives aimed at the Mobile Only Customer Base, with particular emphasis on TIM
Unica, are a key element in increasing the penetration of the convergent Customer Base, thanks to the
introduction of new offers and advantages increasingly differentiated based on the need and value of the
Mobile Only customer.
Conversely, the MNP cross selling campaigns aimed at specific targets of fixed only customers continued to
contribute to increasing the convergent Customer Base and preventing churn.
Another significant aspect was the increase in fiber optic penetration (FTTH) through an action plan dedicated
to the technological upgrade of the customer base, with targeted campaigns based on the value and needs of
the customer.
Furthermore, again within the "Volume to Value" strategy, the price repositioning actions applied to a part of
the fixed and mobile customer base continued, with a consequent increase in ARPU in both fixed and mobile
and limited impacts on the churn rate.
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Small and Medium Business Segment
2023 saw growth in all the main KPIs on the customer base of small and medium-sized businesses. Churn was
the lowest in the last 3 years thanks to targeted data-driven actions on the prevention of customers at risk:
■
improvement of the predictive model;
■ cluster refinement;
■ optimization of selling;
and up-crossselling actions that also work on churn:
■ push fixed-mobile convergence (churn -0.4p.p./month on fixed and -0.8p.p./month on mobile);
■ direct debit (churn -0.4p.p./month on landline and –1.18p.p. on mobile);
■ upgrade to Fiber (churn -0.3p.p./month);
■
increase in advanced connectivity on landline (TIM Comunica) and unlimited gigabytes on mobile (churn -
0.5p.p. on fixed and –0.3p.p. on mobile).
In terms of customer experience, 2023 saw an increase in the Customer Satisfaction Index for both fixed and
mobile, through actions that worked on several fronts:
■ offer: simplification of the offer processes to the customer in Customer Base through the evolution of the
CVM offer platform which completed the integration process with all channels during the year;
■ customer service: on technical assistance, insertion of communication of the date of expected resolution of
faults outside the SLA and improvement of fault tracking, on commercial assistance, introduction of a new
standard and value customer management model with strengthening of integrated Sales and Customer
Care management for the most valuable portfolio customers. digital caring evolution and push adoption of
App and Customer Area.
Digital services: new content delivery model, turnkey ICT solutions and
new innovative services
Consumer
Also in 2023, content confirmed and strengthened its decisive role in supporting TIM's positioning. TIMVISION is
further consolidated as the main aggregator of sports and entertainment content on the Italian television
market, thanks to the renewal and expansion of agreements with the main operators on the national and
international market and the launch, at the end of November 2023, of a new portfolio, more complete,
practical and adapted to the multiple needs of the customer.
The new packages welcome the innovations launched by the Disney+ and Netflix partners in terms of new
subscription plans, in fact only with TIMVISION can the customer choose which plan to join at any time, and
they integrate Amazon Prime into some offers (bundles).
On the partnership agreements front, 2023 saw many renewals: for sports content, a new contract with DAZN
was signed at the end of December 2023, allowing TIMVISION to continue offering all TIM Serie A for the next
five years starting with the 2024-25 season; for entertainment, agreements were renewed with Disney+ (to
March 2023) and Netflix and Amazon Prime (to November 2023).
At the beginning of 2023, the migration of the TIMVISION technological platform to MyCanal was finalized,
completing TIMVISION's entry into the global Canal+ ecosystem.
Small and Medium Business
During 2023 TIM Business continued to work on simplifying the portfolio of ICT solutions by focusing on a set
of offers built with the top players on the market, easy to sell and responsive to customer needs in the
following areas:
■
IT security with the launch in October of solutions created with Telsy;
• TIM Cybersecurity Training, staff training to learn how to defend themselves from cyber attacks with
e-learning courses;
• TIM Device Protection, protection and detection of company endpoints from theft of sensitive data,
viruses and malware;
• TIM Cyber Attack Response, dedicated assistance with a team of experts to react promptly in the
event of cyber attacks and incidents, defending company data and assets;
■ cloud & collaboration thanks to partnerships with Google and Microsoft for the provision of cloud
computing, storage, data backup, collaboration and business productivity solutions;
■ digital marketing with solutions for website creation, e-commerce with new purchasing experiences,
social page management (Facebook, Instagram, Linkedin) and advertising campaigns to build customer
loyalty;
■
IoT with solutions for geolocation/tracking of company fleets, performance monitoring and predictive
maintenance of company vehicles.
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Enterprise
During 2023, TIM confirmed its leadership role in the Italian market of Large Businesses and Public
Administration, consolidating itself as a pioneer company in the country's digital transformation process and
taking on a key role in the implementation of the National Recovery and Resilience Plan (NRRP).
The year saw the consolidation of the organization of TIM Enterprise and the strengthening of its positioning in
the five main business areas (fixed TLC, mobile TLC, cloud computing and IT services, cyber security and
Internet of Things), integrating the new practice of Enterprise Professional Services to the platform and vertical
solutions already made available thanks to the Group's factories: Noovle for the Cloud and Data Centers, Telsy
for Cyber services, Olivetti for IoT and big data, supported by Mindicity and Staer for smart cities and smart
metering, Trust Technologies for digital identity.
Thanks to TIM's "state of the art" cloud infrastructures and skills, the National Strategic Hub - of which TIM is
the main partner and technological enabler - fully operational in 2023, to which over 300 Public
Administrations have already joined and which constitutes a fundamental axis in the national strategy for the
digitalization of the Italian PA, also thanks to the funds provided by Mission 1 of the NRRP. The project has
experienced a significant acceleration in recent months both in terms of contracted administrations and
project volumes.
More generally, in a varied and competitive ICT market, dominated by the shortage of “digital" skills in both the
private and public sectors, the commercial performance of TIM Enterprise continued the virtuous path of
revenue growth of recent years, with a mix of revenues from services further shifted towards the IT sector,
which has steadily exceeded 50%, in addition to the stability of traditional revenues from TLC, in
overperformance towards the reference market.
TIM's multicloud value proposition - in particular on IaaS, in which TIM Enterprise confirmed its leadership - has
allowed it to maintain a growth rate close to 25% on the private market. The unique positioning on the Italian
market of full ICT providers has allowed the awarding of important orders and projects also in innovative
areas, including the creation of Smart Cities for the cities of Brescia (Capital of Culture 2023) and Bari, based
on the Urban platform Genius, which includes IoT solutions, big data, analytics and forecasting models based
on artificial intelligence, or like the ESA “5G Sensor@Sea” project, for the creation of a “ 5G smart vessel” in
collaboration with the port of Livorno.
TIM's co-innovation capacity has also been made available to the market according to open innovation and co-
innovation models, through participation in technology transfer centres, such as the 5 highly specialized
Competence Centers and the Case per le Tecnologie Emergenti promoted by MIMIT in which TIM
participates, the promotion of three Challenges for start-ups and scale-ups, on Smart Cities, Artificial
Intelligence and Cyber Security as well as the promotion and participation in awareness meetings and
contexts, including the Roadshow ANCI on Smart Cities.
Brazil
2023 was characterized by the consolidation of TIM as a leader in mobile sector coverage, in first place in the
Network Consistency Quality Index. In the fixed sector, TIM maintained the strategy of massive migration of
FTTC customers to FTTH, expanding the UltraFibra customer base, in order to maximize customer
experience and profitability.
TIM has strengthened its research into social development and digitalisation in Brazil, and for the 16th
consecutive year it has been selected for the Corporate Sustainability Index – ISE B3, as well as reaching more
than 700 thousand people with educational benefits through TIM Institute. TIM's commercial partnership with
Descomplica continues to produce excellent results, with around 400 thousand TIM customers registered on
the educational platform, which offers products aimed at the ENEM exam, university and post-graduate
courses, as well as various free courses.
■ Marketing and brand positioning: continues to strengthen the credibility of the brand, supporting social
development and digitisation in Brazil, while developing the qualitative characteristic of the network. TIM
continues to position itself at the forefront of the company's digital transformation. The brand slogan
“Immagina le possibilità” (Imagine the Possibilities) invites customers to see the future in a positive light
and demonstrates a commitment to stand by them as they face new challenges, opening up a world of
opportunities. To strengthen the brand's positioning as a brand that values customers and brings benefits
that go beyond simple gigabytes of data, in 2023 TIM launched an innovative partnership with one of the
most important technology brands - Apple, the first partnership in Latin America of telecommunications
services and Apple One services. TIM has continued to promote its values and beliefs on diversity and
inclusion, launching a gender equality manifesto, as well as providing ongoing support to various activities.
■ Mobile offers: in 2023, the innovative and pioneering strategy continued in all sectors of the consumer
market(pre-paid, control and post-paid), continuing to push the boundaries of the market to keep TIM at
the forefront of innovation. first and only to explore disruptive alliances such as: Amazon Prime Video with
a unique and exclusive partnership; free Internet connectivity on board on GOL and LATAM aircraft; first
and only operator in Brazil to integrate Apple One into its plans, in addition to the partnership with Zé
Delivery, with top-ups that generate cashback for the customer to use in the app. In addition, TIM is the
first operator in Latin America to launch a trial offer to encourage the use of the best 5G on the largest
mobile network in Brazil (30 GB totally free, to be used within 30 days), thanks to the position as pioneers
in the use of large-scale remote e-sim activation in the Latin American market. Through this strategy, TIM
wants to maintain relevance in the domestic market and enable customers to take full advantage of the
growing network capacities as the 5G era advances.
■ Customer Experience: TIM is constantly working to improve customer experience and satisfaction through
technology. In this regard, the evolution of AI solutions and digital channels are key. A number of use cases
of generative artificial intelligence were launched in 2023: a virtual assistant, real-time voice and SMS with
call summary and an advanced chat bot. A strategy was also implemented to position the MEU TIM app as
the main point of contact for customers. In 2023, TIM was the industry leader in the resolution rankings
developed by Anatel, Procon-SP and Reclame Aqui.
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■ Sales channels: there is always a high focus on channel productivity, segmentation, and quality of sales. In
2023, the primary objectives were focused on increasing the share of proprietary channels, advancing the
e-commerce internalization process, and redesigning the MEU TIM app to strategically elevate the
customer experience, broaden the customer base, users and optimize their digital journey. The initial
phase of internalising the company's operations and e-commerce system was successfully completed,
achieving a new sales record and improving unassisted sales channels, with the aim of improving the
customer journey by prioritising conversion rate optimisation.
■ Residential market: in 2023 migrating customers from FTTC to FTTH continued, in order to maximize
customer experience and profitability, while consolidating the asset-light model to expand the presence
through neutral network partnerships such as the one with I-Systems.
■ Corporate: With the aim of shaping a new B2B market with high growth opportunities, leveraging our
strengths in mobile, TIM uses IoT connectivity as a springboard to expand into solutions and services,
expanding new opportunities in:
•
•
•
IoT connectivity: mobile coverage, private network;
IoT solutions beyond connectivity: intelligent lighting, precision agriculture, livestock management;
IoT solutions beyond connectivity (5G): autonomous operations, video surveillance and analysis, with
partnerships with leading companies in Brazil in four main vertical sectors: agri-food, logistics, energy
consumption and industry.
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MAIN CHANGES IN THE REGULATORY
FRAMEWORK
Domestic
Below are the main updates to the domestic regulatory context that occurred during 2023.
With regard to antitrust proceedings, please refer to the Note “Disputes and pending legal actions, other
information, commitments and guarantees” to the Consolidated Financial Statements at December 31, 2023
of the TIM Group.
European regulations
Intra-European roaming regulation
The 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 regulation requires the European Commission to 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. At the end of 2023, the Commission has not
put forward any proposals, but new measures proposed by Parliament under the Gigabit Infrastructure Act are
under discussion.
2030 Policy Programme “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 and shared monitoring system based on the Digital Economy and Society Index
(DESI) to measure progress towards each of the 2030 objectives, a system of key performance indicators
(KPIs) defined by the Commission on June 30, 2023 through enforcement deed C(2023) 4288 final;
■ an annual report on the state of the digital decade, in which the Commission will evaluate progress and
recommend actions (the first report was published by the Commission on September 27, 2023 together
with Communication C(2023) 7500 final which sets out expected trends at the level of Union for Digital
Objectives);
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Main changes in the regulatory framework 40
■ 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;
■ a mechanism by which to support the implementation of multinational projects.
State aid for 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: social vouchers intended for specific categories of users (e.g. low income) to acquire or
maintain a Broadband connection; Internet connectivity vouchers, which may be designed for broader
categories of end users to incentivize demand, thereby excluding grants to maintain an existing service.
The Commission also adopted on June 23, 2023 Regulation C(2023) 4278 final amending the General Block
Exemption Regulation (Regulation (EU) No 651/2014) which identifies state aid cases which are exempt from
notification to the European Commission.
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.
On September 6, 2023, the Commission designated for the first time 6 Gatekeepers (Alphabet, Amazon, Apple,
ByteDance, Meta, Microsoft) for a total of 22 Core Platform Services (CPS). Platforms designated as
Gatekeepers will have to comply with the new obligations and prohibitions imposed starting 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); 17 large online platforms and two large search engines identified for the first time in
April 2023). 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.
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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.
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.
Cyber Resilience Act (CRA)
On December 1, 2023, a political agreement was reached between the Parliament and the Council on the new
Cyber Resilience Act (CRA) regulation, proposed by the European Commission in September 2022. Work will
continue at a technical level in the coming weeks to finalize the details of the new regulation.
The CRA will improve the level of cybersecurity of digital products, as it introduces proportionate mandatory
cybersecurity requirements for all connected products, from baby monitors, smartwatches and computer
games, to firewalls and routers. The regulation takes a risk-based approach, with different security
requirements associated with different levels of risk. The Commission estimated that less than 10% of
products will be subject to the most onerous obligations, which include third-party certifications of conformity.
Once the CRA comes into force, hardware and software manufacturers will have to implement cybersecurity
measures for the entire life cycle of the product, from the early stages of design and development, to the
placing of the product on the market and for at least 5 years unless the declared lifespan of the product is less.
All products placed on the EU market will have to bear the CE marking to ensure their compliance with the
CRA.
Data Act
Following its publication in the Official Journal on December 22, 2023, the Data Act, a European regulation that
introduces harmonized rules on fair access to data and its use, entered into force on January 11, 2024 and will
be directly applicable starting from September 12, 2025.
The act covers several areas:
Business to Business
First, it aims to ensure fairness in the allocation of the value of data generated by connected devices among
actors in the data economy. The Regulation provides for a shared right in the use of data between the
manufacturer and the user of connected devices, allowing the latter to access - without undue delay and free
of charge - the data generated by the device and to share such data with third parties to provide after-sales
services or other innovative services based on them.
However, the Data Act provides that the circulation of data between companies may require the payment of a
reasonable and non-discriminatory price which includes the cost of making it available and the investments
made for the collection and production of such data.
The Data Act also recognizes that some data may represent trade secrets, the circulation of which would harm
the interests and proprietary rights of companies. The text of the regulation has therefore introduced a series
of provisions aimed at protecting this information.
Business to Government
The regulation also aims to promote the use of data held by private companies by public sector bodies in
emergency situations, such as health emergencies or serious natural disasters, and in other exceptional cases,
where it is not possible to find the data on the market and the lack of such data prevents the public entity from
carrying out a specific task of public interest provided for by law. Data sharing in emergency situations must be
carried out free of charge, while in the remaining exceptional cases private entities will be entitled to
reasonable compensation.
Cloud Services
The regulation introduces interoperability requirements for data processing services - such as cloud or edge
computing services - aimed at preventing vendor lock-in phenomena and facilitating the possibility for users to
switch to a new supplier.
Furthermore, the Data Act offers specific safeguards to prevent unlawful transfers of non-personal data held
by cloud service providers to third countries that conflict with data protection obligations under EU or Member
State law.
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:
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■ 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. BEREC provided its opinion on May 5, 2023 and final adoption is expected in Q1
2024.
■ 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. Trilogues between the Council, Parliament and European Commission began on December
5, 2023 with a provisional agreement expected to be reached on February 9, 2024 and final adoption by
summer 2024. Among the most critical issues is Parliament's proposal to repeal the surcharge on the
prices of intra-EU calls (currently subject to price caps until May 2024). The Council, however, would like
greater flexibility for member states, the elimination of the principle of silent consent in the issuing of
permits and longer implementation times for the new measures (24 months from the entry into force of
the Regulation, instead of the 6 months proposed by the Commission).
■ 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. Following the consultation, in October 2023, the
European Commissioner for the Internal Market, T. Breton, announced the publication of a White Paper on
investments in the TLC sector (scheduled for the end of February 2024) which should then pave the way
for 'Digital Networks Act', a legislative proposal to "redefine the DNA of EU TLC regulation".
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 FiberCop, the results of which were published
in October 2021, with resolution no. 253/21/CONS.
2022 and 2023 prices for services of wholesale access to the fixed network
Pending the completion of the coordinated analysis of access markets started with decision no. 637/20/CONS,
with resolution no. 132/23/CONS, the Authority approved the 2022 and 2023 wholesale access prices for the
wholesale access services to the fixed copper and fiber network offered by TIM/FiberCop as it deemed it
necessary to guarantee the necessary regulatory predictability for all operators active on the wholesale and
retail market and avoid the retroactive application of economic conditions, as repeatedly requested by the
European Commission.
The table below shows the prices of the main wholesale access services approved for 2023 compared to the
values approved for 2021 which are confirmed the same for 2022.
Services
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
Fees 2023
(€)
9.91
5.89
13.07
1,874.38
1,314.72
14.26
2.50
0.51
Fees
2022=2021
(€)
8.90
5.30
12.50
2,484.53
1,563.21
15.35 (2021)
14.84 (2022)
2.80
0.47
Changes
(2023 vs 2021)
+11.3%
+11.1%
+4.6%
-24.6%
-15.9%
-7.1%
-10.7%
+8.5%
This decision reduces the differential between wholesale fiber and copper access prices, creating, on the one
hand, an incentive to invest in new FTTH networks for both incumbent operators and new operators, and on
the other, a acceleration of customer migration from old copper networks to new fiber networks. It is a
somewhat historic decision that reverses a decade-long trend of reduction.
At the beginning of July 2023, the Authority with resolution no. 152/23/CONS has launched the public
consultation (expiring September 15, 2023) for the regulation of the access markets to the TIM fixed network
for the period 2024-28.
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The main contents of the provision scheme are:
■
the strong growth over the five-year period in the monthly fees for ULL, SLU and VULA-FTTC copper
services, compared to a stable VULA-FTTH fee which at the end of the period will cost the same as VULA-
FTTC;
2023
Fees (€/month)
9.91
LLU
5.89
SLU
13.07
VULA-FTTC
14.26
VULA-FTTH GPON
Source: AGCom – Resolution no. 152/23/CONS
2024
10.26
7.24
13.07
14.24
2025
10.44
7.37
13.18
14.23
2026
10.65
7.52
13.40
14.21
2027
10.87
7.69
13.73
14.19
2028
11.16
7.90
14.18
14.18
■
■
■
■
■
the deregulation of copper and fiber bitstream throughout the national territory;
the regulation of semi-GPON access, in the event of failure to approve the co-investment commitments
that would replace the regulation;
the regulation of full-GPON access;
the geographical differentiation of the rules. In particular, for Market 1 (including local physical access on
copper and fiber and VULA services), ex ante regulation is not envisaged for the municipalities of Milan and
Cagliari, while there is no obligation to cost of VULA (FTTC and FTTH), semi-GPON, semi-VULA and full-
GPON services for another 59 municipalities assessed as contestable by the Authority and equal to
approximately 9% of the population);
the reduction from 24 to 12 months of the notice period for decommissioning with explicit introduction of
the End of Sale (EoS) of copper services.
The proceeding in question, still ongoing, will update the regulatory framework of the markets for wholesale
access services to the fixed network on the basis of the changed competitive conditions and the new corporate
and market structures.
TIM’s transformation plan
At its meeting of July 6, 2022, TIM's Board of Directors approved the strategic objective of reorganising the
Company with a view to overcoming vertical integration, for further details see the "Investor Information"
section of this Report on Operations.
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.
More specifically, the project aims to reach a total of 9.7 million ITUs (Technical Building Units), out of the 13.9
million present, in 2,549 municipalities by April 2026.
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.
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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. On December 15, 2023, TIM formally communicated the
impossibility of accepting the requests made by the Authority, also highlighting that it would remove the co-
investment offer from the TIM and FiberCop wholesale sites to ensure the necessary transparency for the
entire market.
Consequently, on December 20, 2023 the Authority, with resolution no. 339/23/CONS, did not approve the
proposal of Commitments notified by TIM pursuant to articles 87 and 90 of the Electronic Communications
Code (articles 76 and 79 of the European Electronic Communications Code) relating to the co-investment for
the creation of new very high capacity networks – VHCN.
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.
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.
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 (NRRP) 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.
The Strategy, in addition to having as its objective the completion of the Plan to cover the so-called white
areas (areas of low population density in which there is no expectation of private investment for ultra-
wideband) and the measures to support demand already underway (so-called vouchers), envisages five
further public intervention Plans to cover the geographical areas in which the offer of very high-speed digital
infrastructures and services by market operators is absent or insufficient, and is expected to be so in the
coming years.
The NRRP allocates 6.7 billion euros for Ultrabroadband projects, distributed over the following plans:
■
■
■
■
■
"Italia 1G" Plan
“Italia 5G” Plan, of which:
• No. 4G/5G Areas;
•
•
5G corridors;
Suburban roads 5G ready.
"Sanità Connessa” Plan;
"Scuola Connessa” Plan;
”Isole minori" Plan.
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 1G" Plan
The “Italia 1G” 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 (MISE's in-house company) launched a mapping of UBB 2021-2026
fixed coverage plans by all private operators, including FWA coverage on a total of 21.3 million "gray"
addresses (i.e., in areas where only one ultrawideband network is planned to be deployed) and "black "
addresses (i.e., in areas where at least two fixed ultrawideband networks are planned to be deployed), as
resulting from previous mappings.
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.
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In the same streaming of the “Italia 1G” 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 (September 30, 2021 -
September 30, 2026) 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 1G” plan.
The “Italia 1G” 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 1G" 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 competitor could win up to a maximum of 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:
■ 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
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:
■ Tender for fibre Backhauling (5G Backhauling Plan);
■ Tender for New 5G Sites (5G Coverage Plan).
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.
5G Backhauling Plan
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.
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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.
5G Coverage Plan
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.
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.
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”Isole minori" Plan
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.
New consultation on mapping backhauling networks 2023
On December 18, 2023 Infratel launched a new consultation, expiring on January 31, 2024, in order to update
the mapping of backhauling networks. The mapping has the objective of knowing whether the collection points
of the fixed access network (on physical carrier or FWA radio) existing, or planned by 2026, have a backhaul
network with sufficient capacity to transport the traffic offered by the network access capable of providing
download connection speeds equal to or greater than 300 Mbit/s in the peak period for each UI passed.
In the event of a market failure, i.e. if it emerges that the capacity of the backhauling network, existing or
planned, is not able to cope with the expected development of the corresponding access networks based on
the current and future needs of end users, it could be public intervention is expected to support backhauling
networks.
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
First phase
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 were assigned against an availability of 400,000.
Second phase
On April 27, 2022, Infratel launched a public consultation before starting a second phase of dispensing
vouchers to families.
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.
On March 22, 2023 Infratel launched a consultation supplementary to the one concluded in May 2022, expiring
on April 22, 2023, in order to acquire opinions and observations regarding the following intervention proposals:
■
intervention in favor of families, without ISEE limitations and without an active data contract on the fixed
broadband and ultrabroadband network;
■ provision of a voucher equal to 300 euros, to incentivize subscriptions for at least 300Mbps in the form of a
discount on the activation price (where present) and on the amount of service delivery fees for a period of
up to 24 months, and will include the supply of related electronic equipment (CPE);
■ exclusion of families who have already benefited from the connectivity voucher during phase 1, intended
for less well-off families;
■ provision of an additional contribution equal to a maximum of 130 euros to cover costs relating to civil
works that may be incurred within one's private property in order to prepare it for the passage of the
necessary infrastructure.
To integrate the observations collected during the previous consultations, carried out in the months of April-
May 2022 and March-April 2023, Infratel launched, on December 11, 2023, a new public consultation regarding
the second phase of the " Voucher Plan for 'incentivizing families' demand for ultrabroadband connectivity'.
The consultation expired on January 11, 2024.
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The new intervention proposal, in favor of families, includes:
■
■
■
the provision of a voucher equal to 100 euros in the form of a discount on the activation price (where
present) and on the amount of the service delivery fees, including the supply of the relevant electronic
devices (CPE), for a period of up to 24 months;
the activation of a subscription with at least 300 Mbit/s download;
the portability of the voucher at any time in the event of a change of subscription in order to avoid any
form of lock-in on contracts.
The subjects who will be able to access the voucher are families who:
■ do not have any connectivity service or have not had a connection in the last 6 months;
■ have a service with download speeds of less than 30 Mbit/s.
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).
On March 22, 2023 Infratel launched a consultation regarding the "Voucher Plan to incentivize business
connectivity demand - Application Services" which expired on April 22, 2023 in order to acquire opinions and
observations regarding the following intervention proposals:
■
intervention in favor of micro, small and medium-sized enterprises, as well as natural persons with a VAT
number who exercise, on their own or in an associated form, an intellectual profession pursuant to article
2229 of the Italian Civil Code, or one of the unorganized professions referred to Law of January 14, 2013,
no. 4;
■ provision of a voucher of variable value, for the activation of application services in the 5G, Cloud, Cyber
Security, Big Data, Artificial Intelligence, Blockchain, drones fields, to support the activities of the
beneficiaries;
■ Companies or professionals who already have a contract with at least 30 Mbps download speed will be
able to request the voucher contribution.
At the scheduled deadline, TIM sent its contribution. The results of this consultation have not yet been
published.
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
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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.
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.
AGCom published resolution no. on June 27, 2022. 1/22/CIR with which the deadlines established by resolution
no. are suspended. 92/21/CIR, already extended by resolution no. 58/22/CONS and resolution no. 143/22/CONS.
Also in light of the development of the judgment on resolution no. 18/21/CIR, the conditions envisaged by the
law and by the AGCom regulations on administrative procedures for the suspension of the aforementioned
procedure do not appear to exist, which could and should be reactivated by the Authority at least for the
purpose of calculating the value of the unfair cost, expecting the outcome of the pending disputes solely for
the distribution of the relevant shares among the operators.
The Council of State with collegial ordinance no. 3885/2023, published on April 18, 2023, referred the
preliminary questions relating to the participation of Mobile Operators in the contribution to the USO Fund to
the EU Court of Justice, suspending any other judgment in this regard. The decision of the EU Court of Justice
and the Council of State is expected by 2025.
New Regulation containing provisions to protect end users regarding contracts
relating to the provision of electronic communications services
On January 3, 2024 AGCom published resolution no. 307/23/CONS containing provisions for the protection of
end users regarding contracts relating to the provision of electronic communications services, which repeals
resolution no. 519/15/CONS.
The new regulation regulates the pre-contractual and contractual phases and the termination of the contract,
applying to all contracts regardless of the time of stipulation with the exception of what is provided for
termination costs in the event of withdrawal, which applies only to contracts concluded after the January 3,
2024.
The provisions of the regulation involving developments and interventions on the systems will be implemented
within 6 months of its entry into force.
The regulation applies to consumers as well as for various provisions also to micro-enterprises, small
businesses and non-profit organisations.
Inflation-indexed offers
Resolution no. 307/23/CONS also regulates contracts with provisions for the adjustment of consumer prices.
According to AGCom, indexed offers (without mark-up) are legal and in the event of an adjustment the
customer does not have the right to withdraw without costs.
In order to apply the indexing clauses, however, it is necessary to acquire the customer's express consent (opt-
in).
The contracts may not provide for any corrective measures with respect to the full application of the public
adjustment index, including the application of thresholds with respect to the index or added mark-ups or
minimum increases during the contractual period.
The first indexation cannot take place before 12 months have passed from the signing of the contract.
In the event of a price change of more than 5%, the customer must be able to switch to an equivalent non-
indexed offer.
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The contractual conditions must provide that the operator has the right to increase the tariffs by an amount
corresponding to the increase in the annual consumer price index and is, at the same time, obliged to pass on
the reductions in this index by decreasing the tariffs by an amount corresponding to the reduction.
The clauses introduced so far in existing contracts are void if the customer does not "accept" them ex post.
The reference index used to adapt the contracts is the National Consumer Price Index for families of blue
collars and white collars (FOI).
Finally, commercial communication must observe stringent transparency requirements on the economic
effects of indexation.
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.
With resolution no. 91/22/CONS AGCom sanctioned TIM for failure to comply with resolution no. 10/21/CONS
relating to "carrier billing" subscription services, both TIM brands on its own platform and available on third-
party platforms, ordering it at the same time to implement the procedure for acquiring proof of consent from
the customer in the case of purchases of TIM brand digital services. 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 appealed to the Council of State in May 2023.
In December 2023, with resolution no. 306/23/CONS AGCom accepted the measures implemented by TIM for
the purposes of compliance with the Order referred to in resolution no. 91/22/CONS.
Parental Control Services
With resolution no. 9/23/CONS, AGCom has defined specific "Guidelines on systems for the protection of
minors from the risks of cyberspace" in implementation of article 7-bis of the legislative decree of April 30,
2020, no. 28, the effects of which came into force from November 2023.
In extreme summary, these Guidelines provide that the parental control system is pre-activated on the offers
dedicated/subscribed by the minor, offered "on request" for the other offers (both fixed and mobile) and
always free for the end customer.
On the same topic, in October 2023, with legislative decree of September 15, 2023, no. 123 (so-called Caivano
Decree), coordinated with the conversion Law of November 13, 2023, no. 159, new obligations have been
introduced for terminal manufacturers, who will have to place devices with parental control systems on the
market by September 2024. While waiting for manufacturers to make parental control services available,
electronic communications service providers ensure the availability of parental control applications.
The same rule placed further information obligations on both device manufacturers and electronic
communications service providers on the possibility and importance of installing parental control applications.
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
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.
Following the outcome of the preliminary investigation procedure, with resolution no. 309/23/CONS, the
Authority has, however, set the nominal download speed at 20 Mbps for an adequate broadband internet
access service.
This connection speed was defined taking into account national circumstances, the quality and technical
requirements necessary to support at least the minimum set of services specifically listed in Annex 5 to the
Code, as well as the operators' observations acquired as part of the preliminary investigation procedure.
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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.
With resolution no. 156/23/CONS of July 31, 2023 AGCom introduced a new directive on the subject of "quality
and charters of electronic communications services from fixed locations", merging the two previous directives
on "quality and charters of fixed telephony services" (pursuant to resolution no. 254/04/CSP which is
simultaneously superseded) and on "quality and charters of internet access services from fixed locations"
(pursuant to resolutions no. 131/06/CSP, no. 244/08/CSP as amended and superseded).
The new regulation provides that:
■ all provisions of the new directive (including those involving contractual obligations) also apply to FWA
lines;
■ Schedules showing the technical characteristics of the bids must also include (in addition to "minimum
speeds" in download and upload, "maximum connection delay" and "maximum packet loss rate")
"maximum speeds" and "normally available speeds" in download and upload:
■
in the event of failure by the operator to comply with even just one of the service quality level values, the
new directive provides that the customer can terminate the line without any charge (a provision already
existing and which is confirmed), or that he can request the contractually foreseen compensation or start a
procedure via the ConciliaWeb platform.
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 procedure, extended with resolution no. 155/23/CONS of June 27, 2023, is still 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), Privacy Code and further applicable
legislation on the matter
TIM has had a structured operating model in place since 2003 to ensure the correct application of Regulation
(EU) no. 2016/679 at Group level (so-called “General Data Protection Regulation” or GDPR for short), of
Legislative Decree June 30, 2003, no. 196 (so-called Privacy Code) and the further applicable legislation
regarding the protection of personal data.
In 2023, the renewed corporate privacy model came into force, also carried out following an assessment
conducted by two leading consultancy firms from which "substantial conformity" of the Operational Model
already adopted by TIM had emerged. In fact, during 2022 and early 2023 a series of improvement activities
were carried out, including in particular:
■
■
■
the execution of a new mapping of personal data processing activities in conjunction with company
operational processes with the definition of a new methodology for assessing the privacy risk associated
with each processing;
the review of the processing management process and updating of the Processing Register;
the introduction of new IT tools, including the one for the management of the Information and the one for
the management of the aforementioned Registers, which allow the digitization and integration of the
information managed.
At a regulatory level, during 2023, we highlight the importance of the Adequacy Decision of July 10, 2023 with
which the European Commission established that transfers of personal data to US organizations/companies
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that adhere to the "EU-US Data Privacy Framework” are supported by an adequate level of protection,
equivalent to that of the EU/EEA. having committed themselves to respecting a series of principles and
obligations that have always been considered fundamental for the European Union regarding the protection of
personal data. This Decision entails a simplification in the transfers of personal data from TIM or other Group
companies to US contractual counterparties adhering to the aforementioned "EU-US Data Privacy
Framework" which are equivalent to those towards European counterparts.
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
With 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.
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.
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.
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.
During 2023, AGCom decided to open a new experimental phase until June 2024 and subsequently extended
the right to the concession also to offers dedicated to minors.
TIM, which has always paid close attention to the needs of disabled users, decided in both 2022 and 2023 to
apply the benefits to disabled users with serious limitations in walking ability beyond the regulatory dictate.
Public telephony
Following the transposition of EU Directive 2018/1972, which leaves the individual Member State the possibility
of removing or confirming the obligations in force, the Electronic Communications Code no longer includes
public telephony among the services subject to the Universal Service obligation, but refers the matter to a
subsequent evaluation.
With Resolution 98/23/CONS of April 19, 2023, the Authority concluded its analysis by recognizing the lack of
Universal Service requirements for roadside booths and therefore repealing the related supply obligation on
TIM. The booths, therefore, can be removed after verifying the existence of adequate mobile coverage by at
least one operator. The verification of mobile coverage will be carried out by TIM during the decommissioning
phase and cases of systems not covered will be reported to AGCom, which will be able to suspend the
decommissioning while waiting to identify the appropriate solutions. In all other cases, TIM can proceed after
posting a specific sign at least 30 days before the scheduled date for decommissioning the system. TIM will
have to send a half-yearly report on disused roadside telephone booths.
For public booths located in places of social importance (hospitals with at least 10 beds; prisons; barracks, with
at least 50 permanent occupants, in which mobile phone signals are jammed), AGCom confirms, however, the
Universal Service obligation. However, the Authority recognizes the need to be able to overcome the
traditional conception of the Universal Service for these specific cases and establishes the launch of "a
technical table with the aim of defining the new supply technologies and cost management methods burden
on the caller of the public telephone service in order to allow the technological upgrade of the fiber optic
network".
Golden Power
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
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■ 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, 2017.
With the measure of October 16, 2017, the Presidency of the Council of Ministers exercised the special powers
provided for in Article 1 of the Golden Power Decree by imposing specific requirements and conditions on TIM
and its subsidiaries Sparkle and Telsy, including, 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), as well as 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.
Furthermore, with Prime Ministerial Decree of November 16, 2020, the Presidency of the Council of Ministers
following the notification presented by TIM regarding the corporate operation concerning FiberCop S.p.A.,
exercised special powers through the imposition of specific provisions referring to the networks and systems
included in the business unit transferred to FiberCop. With these provisions, the Government has requested the
adoption of adequate development, investment and maintenance plans necessary to guarantee the continuity
of the Universal Service.
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.
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. 41/2019 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 (PSNC), 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 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 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 to comply with regulatory obligations on TIM entails administrative sanctions that can reach up to 1.8
million euros. Furthermore, the use of products and services in the absence of communication or passing of
the tests or in violation of the established conditions may lead to the application of the additional
administrative sanction of inability to assume management, administration and control roles in legal entities
and in companies, for a period of three years starting from the date of discovery of the violation. 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.
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:
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•
•
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 no. 187/2022 ("Lukoil Decree"), as amended by Law No. 10 of February 1, 2023, introduced into
the legislation a regulatory provision on the subject of tenders for digital infrastructure, which delegates to
AGCom, after hearing the opinion of MIMIT, the determination of the technical standards to be met by the
successful bidders of the tenders (published after the conversion of the DL in question into law) for the
creation of the fiber optic network infrastructure, taking into account the strategic nature of the
infrastructure and in order to ensure the national interest in a network that guarantees high performance
services.
■ Legislative Decree no. 13/2023 (“PNRR3”), converted with amendments by Law no. 41 of April 21, 2023,
installing
introduced further measures regarding the simplification of the procedures for
which
ultrabroadband infrastructure (Art. 18). The regulatory interventions regard:
•
•
•
•
•
•
•
•
•
the simplification of the process for issuing the traffic ordinance (to be adopted within the peremptory
deadline of 10 days from the date of receipt of the request);
the 24-month extension of the authorizations (issued on April 22, 2023) 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 in digital format and via certified e-mail of authorizations for the installation of
mobile telephony systems;
the reduction of the deadline (in Services conference) from 90 to 60 days for the formation of silent
consent relating to the conclusion of the procedure for the mobile authorization requests;
coordination instructions between the excavations decree and CCE on the ban on imposing
charges/expenses.
In terms of NRRP tenders, the Legislative Decree has provided:
• Advance payments for tenders for Italy 1 Giga, 5G backhauling and densification. The extension to
the indicated tenders of the application of the regulatory provision of the Procurement Code which
recognizes an advance of up to 30% of the overall value of the contract.
• BUL White Areas Plan – Advance. The Revolving Fund (L.183/1987) is authorized to grant MIMIT an
advance, community shares and national co-financing of programs co-financed by EU structural funds
(EAFRD) up to a limit of 100 million euros for 2023.
■ Directive of the Prime Minister of November 2, 2023 on administrative simplification for the
construction of TLC infrastructures within the NRRP ("Butti" Directive).
The Directive aims to disseminate lines of action to simplify the authorization process for the creation of
the digital infrastructures of the NRRP ("Italy at 1 Giga", "Italy 5G", "Scuola connessa", "Sanità connessa"
and "Collegamento Isole minori” [Connected School, Connected Healthcare and Connected Minor Islands]).
This objective is also pursued by overcoming the difficulties in issuing permits and further stimulating
collaboration with local authorities, also through obligations for the Public Administration (PA). In the event
of delays or inertia on the part of the PA, intervention mechanisms are envisaged by the Department for
digital transformation. Principles introduced by the Directive:
•
•
•
•
•
•
communication infrastructures are similar to primary urbanization works;
the subjects holding administrative skills guarantee
collaboration;
full
institutional and administrative
for the installation of electronic communications networks by laying optical fiber, building and urban
planning regulations do not apply;.
for the request for document acquisition the "once only" principleapplies;
preliminary checks are recommended to identify cases where authorization can be almost
immediate;
ordinances that could hinder the development of infrastructure are prohibited;
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•
the authorization procedures must be concluded within the legal deadlines;
• procedures for installing mobile systems: for acquisition of documents/opinions, etc. the manager
calls the services conference within 5 days; requests for authorization are considered accepted if,
within 60 days of presentation of the project, no denial/negative opinion/dissent has been expressed;
after this deadline, within 7 days, the administration communicates the authorization; once this
deadline has expired, self-certification is sufficient;
• procedures for the installation of civil works, excavations and occupations of public land: the
provisions of Art. 49 of the CCE remain unchanged;
• procedures for the installation of ultrabroadband infrastructures: what has already been established
by Art. 40 of the NRRP Governance Decree remains unchanged.
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.
The Ministry for Business and Made in Italy, in order to obtain market orientation on the application of the new
sector legislation, one year after the entry into force of the Legislative Decree in question, launched a review
on May 12, 2023. market consultation, aimed at market operators in electronic communications networks and
services, closed on June 15, 2023, on the corrective measures to Legislative Decree of November 8, 2021, no.
207.
Following the market consultation, on December 18, 2023 the Council of Ministers approved, in preliminary
examination, a legislative decree which introduces corrective provisions to the Legislative Decree of
November 8, 2021, no. 207.
The text, submitted to Parliament on December 22, 2023 for the required parliamentary opinion following
which it will return to the Council of Ministers for final approval, updates and adapts the current provisions to
evolution, of the technology relating to electronic communications services (5G connection), in particular the
innovation and creation of digital infrastructures (repeaters for 5G connections; fiber-optic cables), which also
makes corrections to the procedural rules with a view to simplifying and reducing bureaucratic delays. Among
the new features introduced:
■ Customer identification/SPID. For customer identification in cases of new activation and number
portability or SIM change, digital identity systems are equivalent to identity documents for all legal
purposes.
■ Legal Restrictions on ownership/Mobile Network. The possibility for operators to access the common
areas of buildings has also been extended for mobile network development activities.
■ Prohibition of limitations on installations by Regions/Bodies. Regions and local authorities do not limit
the possibility of installation to particular areas of the territory, without prejudice to the specific provisions
for the protection of areas of particular historical-landscape or environmental value or protection from
exposure to electromagnetic fields of sensitive areas, having, in which case, still ensure an alternative
location that ensures the same effect.
■
Installation of systems/Forms. The description of the installed system, to be sent to the Municipalities,
must be carried out on the basis of the forms prepared by the local authority, where absent on the basis of
specific attachments indicated.
■ Authorization procedures for radioelectric plants. The authorization request must be submitted via the
electronic portal, otherwise via certified e-mail. Installations and modifications to the transmission
characteristics of systems with a maximum power at the antenna connector less than or equal to 10 watts
and with a radiating surface size not exceeding 0.5 square meters are subject to self-certification of
activation.
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■ General authorization for electronic communications networks and services. A new annex has been
introduced for the reporting for the transfer of the general authorization for the offer to the public of
electronic communications networks and services. This report replaces the SCIA.
■ Definitions
•
•
•
access point. Defined as “network device that allows access to a variable number of users between a
LAN radio network and an electronic communications network”;
indirect unique identification of the user. It is carried out by acquiring the technical identity previously
validated and registered by other public entities or operators of a public utility service;
electronic communication system: set of network devices that includes the equipment and
infrastructure necessary for the transmission, reception and processing of electronic signals and that
allows communication between individuals or devices.
■ Sanctions
•
•
•
•
the sanctioning system remains virtually unchanged. It is specified that the turnover achieved in the
electronic communications market (instead of the market to which the non-compliance relates) will be
taken into account in determining the amount of sanctions for non-compliance with orders, warnings,
and acts of a regulatory or supervisory nature;
introduced a new sanctioning hypothesis in the case of failure to identify users who request telephone
SIM activations (in coherence with the amendments to Art. 98 undetricies - Identification of users);
sanctions in violation of article 98-decies can also be imposed on parties who are not suppliers of
electronic communications networks and services (from 50 thousand euros to 1 million euros);
introduced a mechanism for reducing the fine equal to 1/3 of the statutory minimum in the event that
the offender pays within 10 days of the notification.
■ Geographic mapping of network installations and connectivity service offerings:
•
•
•
the geographical mapping of the coverage of networks capable of providing broadband by the Ministry
and AGCom has been postponed to December 21, 2024 (instead of 2023);
the mapping must also report the degree of use of the networks;
the information released by companies on network installation plans has the nature of binding
declarations and implies the obligation to report on the state of implementation of the network
installation plans subject to the declaration;
• designated areas. The Ministry may designate areas in which it has ascertained that no company or
public authority has installed or intends to install a network that guarantees performance equal to a
download speed of at least 300 Mbps (currently 100 Mbps).
Increase in energy prices
In order to fight the rise in prices of gas and electricity, also in 2023 the Government took numerous urgent
legislative steps to support energy-intensive and less energy-intensive businesses and gas-intensive and non-
energy companies. Below are the decree laws that were adopted, with a brief explanation of the main
measures.
Law no. 197 of December 29, 2022 (the “2023 Budget Law”)
■
Increase in value of tax credit for energy and gas for the 1st quarter of 2023 (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.
Decree Law no. 34/2023 (“Aid quinques Decree”)
■ Extension to June 30, 2023 of the energy tax credit (10%) recognized to companies with available power
meters equal to or greater than 4.5 kW other than companies with high energy consumption;
■ Extension to June 30, 2023 of the tax credit for gas (20%), for energy uses other than thermoelectric uses;
■ VAT extension (5%) to June 30, 2023 on the supply of methane gas used for combustion for civil and
industrial uses, and elimination of general charges in the gas sector.
Legislative Decree no. 57/2023 (“Regasifiers”)
■ Zeroing of the rates of the tariff components relating to general system charges for the gas sector until
September 30, 2023;
■ VAT extension (5%) until September 30, 2023, on the supply of methane gas used for combustion for
civil and industrial uses, and for the supply of district heating services as well as the supply of thermal
energy produced with methane gas in execution of a contract energy service for the provision of goods
and services necessary to maintain comfortable conditions in buildings.
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Legislative Decree no. 131/2023 (“Energy and savings protection”)
■ Zeroing for the fourth quarter of 2023 of the rates of the tariff components relating to general system
charges for the gas sector;
■ VAT extension (5%) for the fourth quarter of 2023, on the supply of methane gas used for combustion for
civil and industrial uses, and for the supply of district heating services as well as the supply of thermal
energy produced with methane gas in execution of a supply contract energy service for the provision of
goods and services necessary to maintain comfortable conditions in buildings.
Financing of operations relating to companies of strategic importance -
Ministry of Economy and Finance (MEF) entry into NetCo
Legislative Decree 104/2023 (“Assets”)
For the purposes of carrying out operations relating to companies of strategic importance, including the
acquisition or reacquisition of shareholdings, it authorizes spending up to a maximum limit of 2,525 million
euros for the year 2023 and delegates the definition of the corporate operations to be carried out to one or
more subsequent Prime Ministerial Decrees.
Prime Ministerial Decree of September 1, 2023
The Prime Ministerial Decree authorized state participation, with a maximum outlay of 2.2 billion euros,
through the acquisition by the Ministry of Economy and Finance of a share in NetCo (up to a maximum of
20%).
Annual law for the market and competition 2022 (Law 214/2023)
The provision, which came into force on December 31, 2023, provides:
Adjustment of electromagnetic exposure limits
■ Within 120 days from the date of entry into force of the law, a Prime Ministerial Decree may be issued (in
agreement with the Ministry of Health and subject to agreement in the Unified Conference) to adapt the
exposure limits, attention values and quality objectives to the EU recommendations.
■
If an agreement is not reached within the next 30 days, a Prime Ministerial Decree may still be issued by
the Prime Minister with new values.
■ After this deadline (120 + 30 days) the following values are set on a provisional and precautionary basis:
•
•
•
15 V/m as regards the electric field intensity E;
0.039 A/m as regards the magnetic field intensity H;
0.59 W/m2 regarding power density.
Dedicated offers
Providers of electronic communications networks or services cannot make dedicated offers with reference to
cases in which information acquired through a database is used for the portability of mobile numbers.
Countering the illicit dissemination of content protected by copyright
via electronic communications networks (Law no. 93/2023)
The provision provides:
Implementation of an automated technological platform
■
In order to strengthen the fight against online piracy actions via electronic communications networks, the
implementation of a single technological platform with automated operation is envisaged through which
Internet Service Providers, following a provision adopted by AGCom, at the request of the owner or licensee
of the right, will have to disable access to content disseminated illegally by blocking the DNS resolution of
domain names and the routing of network traffic to IP addresses intended for illegal activities.
■ The list of domain names and IP addresses through which the contents disseminated illegally are made
available is updated by the owner of the rights or their assignees and communicated directly and
simultaneously via the platform to AGCom and to the recipients of the measure which they must promptly
remove or disable, in any case within a maximum of 30 minutes from communication. In the case of live
events/premieres, the shortened precautionary measure, adopted by AGCom following the request of the
rights holder, must be executed before the start or at the latest during the broadcast. For each violation
found, AGCom may apply an administrative fine of 10 thousand euros up to 2% of the turnover achieved in
the last financial year closed before notification of the dispute.
■ AGCom with Resolution no. 321/23/CONS defined the technical and operational requirements for the
operation of the single technological platform with automated operation. ISPs are required to accredit
themselves to the platform by the deadline of January 31, 2024.
Revision of the Consolidated Law on Audiovisual Media Services (TUSMAV)
Following the market consultation of the Ministry for Business and Made in Italy, carried out in July 2023, on
the corrective measures to Legislative Decree November 8, 2021 no. 208 (TUSMAV), the Council of Ministers of
December 18, 2023 approved, in preliminary examination, a legislative decree which introduces corrective
provisions to Legislative Decree 208/2021. The provision, transmitted to Parliament on December 22, 2023 for
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the required parliamentary opinion following which it will return to the Council of Ministers for final approval,
intends to integrate the TUSMAV by aligning it with the changes made to European legislation of reference,
determined by the rapid technological evolution of the media and digital services sector.
As regards the obligations of suppliers of on-demand audiovisual media services (TIMVISION), as part of the
corrective measures introduced, we specifically highlight:
■
■
■
■
the increase in the investment quota intended for the purchase, pre-purchase and production of works of
original Italian expression. The sub-quota referring to original Italian works, produced everywhere by
independent producers (in the last 5 years), of which 1/5 are cinematographic works, has been increased
from 50% to 60%;
the investment obligations in EU works for 2024 are equal to 20% of net revenues in Italy;
the elimination of the use of secondary regulation for the identification of additional sub-quotas of
investment in audiovisual works of original Italian expression by independent producers, as well as for the
time limitation of the rights of use and exploitation of the works and for the ways in which they are
exploited on different platforms;
the sanction regime is unchanged compared to Legislative Decree 208/202 (which in the event of violation
of planning or investment obligations provides for sanctions from a minimum of 100,000 euros to a
maximum of 5,000,000 euros and up to 1% of the annual turnover if the value of this percentage is greater
than 5 million euros).
Brazil
Revision of the model for the supply of telecommunications services
In 2019 Law no. 13,879 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.
The change also affects the roles for authorizing the use of radio frequencies, establishing subsequent
renewals (previously limited to only one) and allows the exchange of radio frequencies between operators
(secondary spectrum market).
In June 2020, Decree no. 10,402 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 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 no. 10,799/2021, which included public policy
priorities for covering "census areas with public schools"; coverage of population centers not served by mobile
telephone and the expansion of fixed access to Broadband in places without access. The decree was amended
by Decree no. 11.299/2022, 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, Decree no. 10,480/2020 was published by the federal government, which regulates the antennas law
(Law no. 13,116/2015) with the purpose of encouraging the development of the telecommunications network
infrastructure. This decree fosters development of telecom network infrastructure and is a major step towards
removing 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 no. 14,109/2020 authorized the use of FUST (Fund for the Universalization of
Telecommunications Services), 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 no. 1,018/2020 was transformed into Law No. 14,173/2021,
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
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universalization programs approved by the Anatel Board of Directors, with resources from the operators
themselves. 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 no. 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
Resolution 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.
Following the joint work of Anatel, operators and the ESAQ (“Quality Assurance Support Authority”) 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; it also established the operational entry into force on March 1, 2022. Currently the results of the quality
indicators are already published monthly by the Agency on its website, in particular in relation to the Quality
Label (which stimulates competition in quality). In November 2023, the Agency established the temporary and
partial suspension of the document on reference values and quality labels for the years 2022 and 2023 and
granted a period of 120 days for the submission of a new proposal for method and parameters for the
definition of quality brands.
Review of the General Regulation on Consumer Rights (RGC)
In November 2023 Anatel published Resolution no. 765/2023, the New General Regulation on Consumer Rights
("RGC"), which revokes Resolution no. 632/2014 and establishes new general rules for customer service, billing
and offers, applicable to fixed-line, mobile, broadband and cable TV customers. The new RGC will come into
force in nine months as regards the general rules and in fifteen months as regards the registration of offers
and the price adjustment rules.
Data protection
On August 14, 2018, the LGPD (“General Data Protection Law” no. 13,709/2018) was promulgated.
In December 2018, Provisional Measure 869/2018 created the ANPD (National Data Protection Authority), also
extended the entry into force of the Law to 24 months (August 2020).
In June 2020, Law no. 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.
Furthermore, in August 2020, Decree no. 10,474/2020 came into force, which establishes the ANPD (Brazilian
National Data Protection Authority), responsible among other things for: 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. 1,124 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 no. 1,124 was converted into Law no. 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.
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Digital Transformation, IoT and Artificial Intelligence
In March 2018, the E-Digital Decree (Decree no. 9,319/2018) 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 November 2022, the MCTI (Ministério da Ciência, Tecnologia e Inovação) published the Order (“Portaria”) no.
6,543, 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.
The Decree on the National Plan for the Internet of Things (Decree no. 9.854/2019) 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) professional education and
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 no. 14,108/2020 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. A commission of legal experts
was established in February 2022 with the aim of developing a legislative proposal that addresses the
challenges and opportunities of AI in Brazil. 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
carried out by a commission of specialized jurists who will have to deal with the following matters: 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 robots in the healthcare sector.
Law No. 2,338/2023, the result of the work of the committee of legal experts, was submitted to the Brazilian
Congress in 2023. The proposal establishes principles, rules and guidelines to govern the development and
application of AI in the country. A new version of Law no. 2,338 is expected for 2024 from the rapporteur of the
Temporary Committee.
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 of 30,000 or more until 2029 plus fiber backhaul
obligations in 138 municipalities plus additional contributions to a new entity (EAF) to implement the
following projects: cleaning up the 3.5 GHz, deploying fiber in the Amazon, and building a private network
for exclusive use by the federal government;
■ 26 GHz: contributions to a new entity (EACE) for the implementation of school connectivity projects.
Standards for reporting sustainability information
On October 20, 2023, the Brazilian Securities Commission (CVM) published resolution no. 193, which provides
for the preparation and disclosure of financial information reports relating to sustainability, based on the
international standard issued by the International Sustainability Standards Board (ISSB). The CVM highlights in
the document that the decision took into account the recommendations of the International Organization of
Securities Commissions (IOSCO), arriving at the conclusion that these standards provide an effective and
proportionate global framework of information intended for investors, which serves to help financial markets
global organizations to assess the risks and opportunities related to sustainability.
The resolution provides for companies listed on the stock exchange, investment funds and securitization
companies the right, on a voluntary basis, to prepare and publish financial information relating to
sustainability, based on the international standard issued by the ISSB, starting from financial years starting on
January 1, 2024 or later. It also establishes the obligation for publicly listed companies to prepare and publish
sustainability-related financial information, based on ISSB standards, starting from fiscal years starting on or
after January 1, 2026.
With this resolution, Brazil has become one of the pioneer countries in the adoption of ISSB standards.
Report on Operations
of the TIM Group
Main changes in the regulatory framework
61
COMPETITION
Domestic
The market
During 2022, the Italian telecommunications (TLC) market showed a significant reduction in revenues (-3.3%
YoY) both for the fixed network (-1.7% YoY) and for the mobile network (-5.3% YoY)1.
This market remains highly competitive, with a telecommunications price index constantly decreasing year on
year, also confirmed in 2022 (-2.83% YoY), despite the simultaneous growth of the general consumer price
index (+11.60% YoY)2.
During the first half of 2023, a slight increase in total revenues was recorded (+0.3% YoY) due to a significant
increase in fixed network revenues (+3.4% YoY) almost completely offset by a reduction in mobile network
revenues (-3.5%% YoY)3.
The development of broadband and ultrabroadband continues to be the main element of the evolution of the
market, favoring the progressive increase in traffic carried by the networks, both for fixed lines (+12.9% year on
year, the increase in traffic total fixed network in the third quarter of 2023) and for mobile (+22.3% year on
year, the increase in overall daily traffic in the mobile network in the first nine months of 2023).
A large part of this traffic is generated by the services offered by Over The Top (OTT), which do not contribute
to the development of the Internet infrastructure to the same extent as the traffic generated on it; This is why
the TLC operators have been asking the European Commission for some time to provide for a contribution
mechanism on the part of the OTTs in favor of the operators capable of compensating for the imbalance
between the level of traffic generated in the networks and the contribution made to their development and
maintenance (so-called Fair Share).
Following this request, the Commission launched a series of initiatives, including the inclusion of some
questions on Fair Share in the consultation launched on the future of the electronic communications sector
and related infrastructures.
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.
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 by introducing
bundled voice, Broadband and service deals in a highly competitive environment with consequent pricing
pressure.
The retail market continues to progressively increase the level of competition, with the HHI concentration
index decreasing year on year.
In September 2023, total Fixed Access was 20.08 million and recorded a significant decline on a quarterly basis
of -91 thousand (-0.5% QoQ) and on an annual basis of -215 thousand (-1.1% YoY). TIM is the leading operator
with a market share of 40.2%, down by -1.1 percentage points YoY; Vodafone follows with a market share of
15.9% stable YoY. WindTre has a market share of 14.0% (-0.2 percentage points YoY) while Fastweb records a
market share of 13.8% (-0.1 percentage points YoY). Sky has a market share of 3.0% (+0.8 percentage points
YoY4).
After a long period of uninterrupted growth in broadband access, the first signs of a slight trend reversal were
recorded in 2023. In September 2023, broadband accesses amounted to 18.89 million and are significantly
decreasing both on a quarterly basis, by -63 thousand units (-0.3% QoQ), and on an annual basis, by -100
thousand units (-0.5% YoY)5.
On an annual basis, accesses in FTTH technology are growing (4.30 million, +26.7% YoY) and FWA (2.07 million,
+7.3% YoY) while accesses in FTTC technology are decreasing (9.95 million, -3.9% YoY) and ADSL (-741
thousand, -22.5%)6.
Competition in the mobile telecommunications sector
In the mobile market, both Machine to Machine (M2M) SIMs and Human SIMs continue to grow, which after a
long series of declining quarters, started to grow again starting from the second quarter of 2021.
In the third quarter of 2023, total mobile lines (Human+ M2M) amounted to 108.5 million with an annual
growth of +1.4 million (+1.3% YoY): both M2M lines are growing, reaching 29.7 million, +1.05 million YoY
(+3.7%), and Human lines are equal to 78.9 million with an increase of +348 thousand lines YoY (+0.4%).
Compared to the previous quarter, Human lines grew by +104 thousand lines (+0.1%).
1 Source: AGCOM “2023 Annual Report” (2022 data).
2 Source: AGCOM “2023 Annual Report” (2022 data).
3 Source: AGCOM observatory 2nd quarter 2023.
4 Source: AGCOM observatory 3rd quarter 2023.
5 Source: AGCOM observatory 3rd quarter 2023.
6 Source: AGCOM observatory 3rd quarter 2023.
Report on Operations
of the TIM Group
Competition 62
The competitive scenario of the Italian mobile telecommunications market in 2023 continues to be
characterized by an aggressive offer from the operator Iliad in terms of price and volume of data, followed by
those of the virtual operators (MVNO), 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.
In the third quarter of 2023 TIM is market share leader of the total mobile market (Human + M2M) with a share
of 27.9% (-0.6 percentage points YoY), followed by Vodafone with a market share of 27.2% (-0.5 percentage
points YoY) and by WindTre with a market share of 23.7% (-0.5 percentage points YoY).
Considering only the Human lines, WindTre is the leader with a market share of 24.7% but down by -1.1
percentage points YoY; followed by TIM with a market share of 24.2% down by -0.7 percentage points YoY and
Vodafone with a market share of 21.9% down by -0.7 percentage points YoY, Iliad reaches a share of 13.3% up
+1.4 percentage points YoY.
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 2023 the macroeconomic scenario recorded a faster than expected recovery of all the main indicators (GDP
growth, inflation, interest rates). This recovery can increase the purchasing power of the population. The latest
inflation estimates indicate an inflation rate of 4.5% at the end of 2023, in line with the central target, which,
added to a positive political scenario, has led to S&P lowering its country risk (the lowest level in the last 12
months). The government was able to address key economic issues and the Minister of Economy committed
to fiscal responsibility, overcoming previous concerns. The tax reform has been approved, with some
exceptions that will be reviewed by Congress. The objective of eliminating the public deficit in 2024 was
maintained, despite internal differences between Lula and Haddad. The economy continues to perform well,
with the Ibovespa growing by approximately 22% in 2023 and the interest rate at 11.75% at the end of the year
(from 13.75% at the end of 2022). The market's beliefs regarding the decline in interest rates have been
confirmed, despite the international context with the continuation of the war in Ukraine and the conflict in
Israel, but some concerns about inflation remain due to: i) fears that the conflict between Israel and Hamas
could impact fuel prices; ii) the increase in energy prices (greater consumption due to the warmer climate). The
next planned tax priorities are already on track: regulation of sports betting and gambling, taxation of offshore
and exclusive funds.
Forecasts for the next few years suggest a more favorable context: better economic growth prospects, with
lower interest rates, positive for companies to attract investments and improve their cash flow, a more
attractive context for the growth of foreign investments, but with the fear of a slowdown trend. Favorable
political situation for the approval of key reforms, inflation under control and falling interest rates stimulate
consumption and reduce pressure on operating and financial costs. The Brazilian stock market is back positive
with record values and the unemployment rate is at its lowest.
The new Brazilian government has maintained financial support for people with lower incomes and sought to
increase the minimum wage, which, together with a lower unemployment rate, is supporting consumption,
including that of telecommunications services.
The mobile telecommunications sector 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 rate and seek to monetize
the customer base.
In the pre-paid segment in December 2023 the customer base decreased by 4.0% year-on-year. After the
disconnection of the customer base acquired from Oi, the market returned to the 2020 trend of reduction in
the pre-paid market. With the exit of Oi (the most aggressive operator in terms of price) and the consequent
decrease in competition, the market should become more rational. 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 December 2023, the post-paid mobile segment recorded an increase in the customer base of 6.3% on an
annual basis, thanks above all to the post-paid ex-M2M (+4.8 million) but also to the post-paid segment M2M
(+4.0 million). This market will likely continue to be affected by migrations from pre-paid to hybrid "Control"
segments. After the exit of Oi we expect 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 100% of the Brazilian population (up to November
2023), with the three main operators offering average 4G availability in excess of 94% (according to the July
2023 Open Signal report).
Report on Operations
of the TIM Group
Competition 63
2023 was a year of growth in 5G coverage and customer base. In December 2023, 5G coverage exceeded 300
cities and the customer base reached 20.5 million (8.0% of the market). 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 fixed Broadband market registered a slowdown growth in the last year with growth of +4.7% in December
2023 (YoY), against +8.9% in December 2022 (YoY), maybe impacted by smaller Internet service providers
(ISPs) underreport. The growth comes primarily from ISPs (+1.8 million year-over-year in December 2023,
representing 86% of total market growth of 2.1 million), which tend to offer cheaper services and reach areas
where Traditional players have limited infrastructure, thanks to a mix of organic growth and strategic
acquisitions, which has led to the increase in the number of strong market players, each eager to expand and
strengthen their regional presence across the country. Since 2021, some significant IPOs have been finalized
(Brisanet, Unifique and Desktop) besides other investment in ISPs, which brought some capital to increase
coverage. As a result, traditional incumbents have found it difficult to grow their customer base (Oi down 5.2%
year-on-year, Claro up 2.3%, Vivo 4.0% - the exception being TIM, up 11.9%). The population penetration rate
has already reached approximately 65% of the 74 million families and a phase of maturity has begun, but with
room for growth in the medium term compared to many other countries, supported by the improvement of
the macroeconomic situation.
In this context, in 2017 TIM adopted a commercial strategy 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 has a customer base of over 800 thousand users as of December 2023
(11.9% growth 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. In a recent OpenSignal report, TIM
was recognized as first place for consistent broadband quality.
There is also competition from other services outside the telecommunications sector, such as global and local
OTT providers, who offer internet-based content and services, including voice calls and messaging, without
paying for network infrastructure. OTT applications have become so important to customers that in many
cases they are offered by mobile operators as free services. OTT communications applications have a business
model that requires increased network traffic, but it is telcos that must finance and make the network
infrastructure investments needed to handle the increased internet traffic generated by OTT applications.
Report on Operations
of the TIM Group
Competition 64
CONSOLIDATED FINANCIAL POSITION AND
CASH FLOWS PERFORMANCE
Non-current assets
■ Goodwill: increased by 59 million euros, from 19,111 million euros at December 31, 2022 to 19,170 million
euros at December 31, 2023, mainly due to the positive exchange differences (+40 million euros) relating to
the goodwill attributed to the Brazil Cash Generating Unit and as a result of the recognition of goodwill
following the acquisition of control, within the Domestic Business Unit, of TS-Way S.r.l. (19 million euros).
Further details are provided in the Notes “Business combinations” and “Goodwill” to the Consolidated
Financial Statements at December 31, 2023 of the TIM Group.
■
Intangible assets with a finite useful life: these fell by 534 million euros, from 7,656 million euros at the
end of 2022 to 7,122 million euros at December 31, 2023, representing the balance of:
•
•
•
capex (+912 million euros);
amortization charge for the year (-1,540 million euros);
other disposals, exchange differences and other changes (for a net positive balance of 94 million
euros). Exchange gains are recorded for 93 million euros and mainly relate to the Brazil Business Unit.
■ Tangible assets: these increased by 592 million euros, from 14,100 million euros at the end of 2022 to
14,692 million euros at December 31, 2023, representing the balance of:
•
•
•
capex (+2,941 million euros);
amortization charge for the year (-2,361 million euros);
other disposals, exchange differences and other changes (for a net positive balance of 12 million
euros). Exchange gains are recorded for 84 million euros and mainly relate to the Brazil Business Unit.
■ Rights of use assets (mainly comprise rights of use on real estate leases, network connectivity and
telecommunications infrastructure, etc.): these increased by 27 million euros, from 5,488 million euros at
the end of 2022 to 5,515 million euros at December 31, 2023, representing the balance of:
•
investments (+129 million euros) and increases in lease contracts (+1,087 million euros); in particular,
increases include 553 million euros attributable to the Domestic Business Unit and include the result of
theassessment carried out by the parent TIM S.p.A. on the contractual terms of property leases, which
led to an extension of some of these leases with a consequent increase in usage rights and financial
liabilities of approximately 380 million euros. The increase also included 534 million euros attributable
to the Brazil Business Unit and mainly related to the recontractualization of certain contracts for
infrastructure sites for the mobile telephony network;
•
amortization charge for the year (-962 million euros);
• disposals, exchange differences and other changes (for a net negative balance of 227 million euros).
Exchange gains are recorded for 77 million euros and mainly relate to the Brazil Business Unit.
Consolidated equity
At December 31, 2023, consolidated equity amounted to 17,513 million euros (18,725 million euros at December
31, 2022), of which 13,646 million euros attributable to Owners of the Parent (15,061 million euros at December
31, 2022) and 3,867 million euros attributable to non-controlling interests (3,664 million euros at December 31,
2022). In greater detail, the changes in consolidated equity were the following:
(million euros)
At the beginning of the year
Total comprehensive income (loss) for the year
Dividends approved by:
12.31.2023
18,725
(1,035)
12.31.2022
22,039
(1,912)
TIM S.p.A.
Other Group companies
Daphne 3 - deconsolidation
Equity instruments
Other changes
At the end of the year
(197)
—
(197)
—
2
18
17,513
(86)
—
(86)
(1,332)
6
10
18,725
Cash flows
Adjusted net financial debt at December 31, 2023 was equal to 25,656 million euros (25,364 million euros as of
December 31, 2022).
Report on Operations
of the TIM Group
Consolidated Financial Position and Cash Flows Performance
65
The Group's Operating Free Cash Flow for 2023 was +2,601 million euros (-625 million euros in 2022, impacted
by payments for the acquisition of rights to use frequencies for telecommunications services in Italy and Brazil,
among other things).
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
Advance received on NRRP contributions
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
2023
(a)
5,710
(3,982)
503
(31)
(39)
252
(48)
369
(291)
758
(97)
2,601
16.0
11
—
(33)
(189)
(1,087)
(1,595)
(292)
—
(292)
2022
(b)
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)
Change
(a-b)
363
95
2,239
4
42
(146)
2,096
243
(447)
758
218
3,226
20.0pp
(1,330)
(2)
1,872
(121)
(255)
(505)
2,885
—
2,885
The Equity Free Cash Flow for 2023 amounted to +763 million euros (+624 million euros in 2022). 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
2023
(292)
785
48
33
189
763
2022
(3,177)
827
2,242
666
66
624
Change
2,885
(42)
(2,194)
(633)
123
139
In addition to what has already been described with reference to EBITDA, the change in adjusted net financial
debt for 2023 was particularly impacted by the following:
Capital expenditures and for mobile telephone licenses/spectrum
Capital expenditures and expenses for mobile telephone licenses/spectrum for 2023 were 3,982 million euros
(4,077 million euros in 2022).
Report on Operations
of the TIM Group
Consolidated Financial Position and Cash Flows Performance 66
Capex is broken down as follows by operating segment:
(million euros)
Domestic
Brazil
Other Operations
Adjustments and eliminations
Consolidated Total
% of Revenues
In particular:
2023
% weight
79.1
20.9
—
—
100.0
3,148
834
—
—
3,982
24.4
2022
% weight
78.7
21.3
—
—
100.0
3,207
870
—
—
4,077
25.8
Change
(59)
(36)
—
—
(95)
(1.4)pp
■
■
the Domestic Business Unit made industrial investments of 3,148 million euros, with a significant portion
aimed at the development of FTTC/FTTH networks. The reduction of 59 million euros compared to 2022
was mainly connected to Noovle’s completion of the regions connected to the partnership with Google
during 2022;
the Brazil Business Unit posted capital expenditures in 2023 of 834 million euros (870 million euros for
2022). Excluding the impact of changes in exchange rates (+6 million euros), capex decreased by 42 million
euros on 2022. The decrease is due to the reduced investments relating to the integration of Oi Group
activities and the 4G network, which was partially offset by the acceleration of investments in 5G
technology and the continuous expansion of FTTH-UltraFibra technology.
Change in net operating working capital
In 2023, the operating net working capital showed an increase of 503 million euros (-1,736 million euros in the
2022 financial year) mainly attributable to the change in trade payables (+252 million euros) and other
operating receivables and payables (+369 million euros).
Change in employee benefits
In 2023, the funds relating to personnel are reduced by 291 million euros mainly due to the effect of the exits of
managerial and non-managerial staff, based on the application of the art. 4 of law June 28, 2012, no. 92 and
ex-art. 41, paragraph 5bis, Legislative Decree no. 148/2015, as per the agreements signed with the trade unions
and referring entirely to the Italian companies of the Domestic Business Unit.
Advance received on NRRP contributions
In August 2022, the TIM Group (“TIM”) signed agreements with Infratel (“Distributing Entity”), relating to the
award of three infrastructure tenders in the sector, for public grants to finance investment projects concerning
the construction of new telecommunications infrastructure and related access equipment.
During 2023, the Group collected a total of 758 million euros for the advance of funds under the National
Recovery and Resilience Plan (NRRP) in relation to three infrastructure tenders (of which 488 million euros
financial receivables received on January 2, 2024).
For further details, please refer to the Note "Net financial debt" of the consolidated financial statements of the
TIM Group as of December 31, 2023.
Financial investments
In 2023, they amounted to a net outlay of 33 million euros, and in detail include:
■
■
■
■
the disbursement for the acquisition of 100% of the share capital of TS-Way S.r.l.;
the underwriting of the recapitalization of the companies Polo Strategico Nazionale S.p.A. and the
underwriting of the recapitalization of the companies TIMFin S.p.A.;
the contribution of the Brazil Business Unit in the investment fund, focused on 5G solutions, Upload
Ventures Growth;
the collection by the Brazil Business Unit of 51 million euros, related to the repayment at the end of 2023 of
a portion of the Adjusted Closing Price related to the acquisition made in 2022 by the Brazilian subsidiary
TIM S.A. of part of the mobile telephony assets of the Oi group.
In 2022 they amounted to 1,905 million euros and mainly included the impact deriving from the acquisition of
100% of the share capital of Cozani RJ Infraestrutura e Rede de Telecomunicações SA, now incorporated into
TIM SA.
Increases in lease contracts
In 2023, the item came to 1,087 million euros (832 million euros in 2022) 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. In 2023, the assessment of the duration of property leases by the parent company TIM
S.p.A. had a significant impact.
Report on Operations
of the TIM Group
Consolidated Financial Position and Cash Flows Performance
67
Financial expenses, income taxes and other net non-operating
requirements flow
In 2023, the flow has a negative balance for a total of 1,595 million euros (negative for 1,090 million euros in
2022). 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
2023 resulted in a positive effect on the adjusted net financial debt at December 31, 2023 amounting to 1,135
million euros (1,155 million euros at December 31, 2022).
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
12.31.2023
(a)
12.31.2022
(b)
Change
(a-b)
15,297
5,987
4,743
26,027
3,266
2,505
838
6,609
—
32,636
—
(112)
(1,103)
(1,215)
(1,882)
(162)
(689)
(2,912)
(5,645)
—
(6,860)
25,776
(120)
25,656
32,001
(6,345)
3,266
1,166
786
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
38
(493)
146
(309)
467
265
(32)
700
—
391
—
(63)
499
436
(436)
(93)
(535)
643
(421)
—
15
406
(114)
292
319
(27)
467
27
(70)
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.
Report on Operations
of the TIM Group
Consolidated Financial Position and Cash Flows Performance 68
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.
For further details, see the “Alternative performance measures” chapter.
Adjusted net financial debt amounted to 25,656 million euros at December 31, 2023, an increase of 292
million euros compared to December 31, 2022 (25,364 million euros); this was a net consequence of:
■ positive operational dynamics, including receipt of 758 million euros for the advance of funds under the
National Recovery and Resilience Plan (NRRP) in relation to three infrastructure tenders (of which 488
million euros financial receivables received on January 2, 2024);
■
financial and tax management needs, leasing debts and the payment of dividends in Brazil.
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
12.31.2023
(a)
25,776
12.31.2022
(b)
25,370
Change
(a-b)
406
(120)
25,656
(5,307)
20,349
(6)
25,364
(5,349)
20,015
(114)
292
42
334
Net financial debt carrying amount amounted to 25,776 million euros at December 31, 2023, an increase of
406 million euros compared to December 31, 2022 (25,370 million euros). The reversal of the fair value
measurement of derivatives and related financial liabilities/assets records an annual change of 114 million
euros due to the dynamics of the interest rate markets; this amount adjusts the Net financial debt carrying
amount, having no monetary effect.
Adjusted Net Financial Debt - After Lease (net of leases) at December 31, 2023 amounted to 20,349 million
euros, an increase of 334 million euros compared to December 31, 2022 (20,015 million euros), as a result net
of the positive operational dynamics which were counteracted by the needs of financial and fiscal
management and the payment of dividends in Brazil.
Gross financial debt
Bonds
Bonds at December 31, 2023 totaled 18,563 million euros (18,058 million euros at December 31, 2022).
Repayments totaled a nominal 18,046 million euros (17,552 million euros at December 31, 2022).
The change in bonds during 2023 was as follows:
(millions of original currency)
New issues
TIM S.p.A. 850 million euros 6.875%
TIM S.p.A. 400 million euros 6.875%
TIM S.p.A. 750 million euros 7.875%
TIM Brasil Serviços e Participações SA 5,000 million BRL
TIM S.p.A. 750 million euros 7.875%
(millions of original currency)
Repayments
Telecom Italia S.p.A. 1,000 million euros 3.25%
Telecom Italia S.p.A. 375 million GBP 5.875% (a)
Telecom Italia S.p.A. 1,000 million euros 2.5%
(a) Net of 25 million GBP repurchased in June 2016.
Currency
Amount
Issue date
Euro
Euro
Euro
BRL
Euro
850
400
750
5,000
750
1/27/2023
4/12/2023
7/20/2023
7/31/2023
9/28/2023
Currency
Amount Repayment date
Euro
GBP
Euro
1,000
375
1,000
1/16/2023
5/19/2023
7/19/2023
Report on Operations
of the TIM Group
Consolidated Financial Position and Cash Flows Performance 69
(millions of original currency)
Buybacks
Telecom Italia S.p.A. 750 million euros 3.625%, maturity 1/19/2024
Telecom Italia S.p.A. 1,250 million euros 4%, maturity 4/11/2024
Currency
Amount
Buyback date
Euro
Euro
300
300
7/20/2023
7/20/2023
Revolving Credit Facility
The following table shows committed credit lines(*) available at December 31, 2023:
(billion euros)
12.31.2023
Agreed
4.0
4.0
Drawn down
—
—
12.31.2022
Agreed
4.0
4.0
Drawn down
—
—
Sustainability-linked RCF - May 2026
Total
(*) 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 each as
defined in the contract).
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 6.72 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 5.4%, while the average cost of
the Group's debt "After Lease" was equal to 4.9%.
Current financial assets and liquidity margin
As of December 31, 2023, the TIM Group’s available liquidity margin was equal to 8,695 million euros and
calculated considering:
■
“Cash and cash equivalents” and “Current securities other than investments” for a total of 4,695 million
euros (5,001 million euros at December 31, 2022), also including 847 million euros (nominal value) in
repurchase agreements expiring by June 2024;
■ 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 24
months.
In particular:
Cash and cash equivalents amounted to (2,912) million euros (3,555 million euros at December 31, 2022). 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 1,882 million euros (1,446 million euros at December
31, 2022): These forms of investment represent alternatives to the investment of liquidity with the aim of
improving returns. They included a total of 1,007 million euros of treasury bonds held by Telecom Italia Finance
S.A., 509 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 366 million euros of investments in
monetary funds by the Brazil Business Unit.
For the purposes of determining the liquidity margin, the “BTPs July 15, 2028” held by Telecom Italia Finance
SA and subject to a securities lending agreement with TIM S.p.A. signed on October 18, 2023 were not
considered; in particular, of the total nominal 131 million euros of securities subject to the loan, a part
corresponding from time to time to a market value of 99 million euros was pledged by TIM S.p.A. on October
25, 2023 against a guarantee bank issued on the same date by MPS in favor of INPS, in support of the
application of Art. 4 of Law no. 92 of June 28, 2012.
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.
Report on Operations
of the TIM Group
Consolidated Financial Position and Cash Flows Performance
70
In the fourth quarter of 2023, adjusted net financial debt decreased by 682 million euros compared to
September 30, 2023 (26,338 million euros), as a net effect of the positive operating dynamics (including the
above-mentioned receipt of advances of funds under the National Recovery and Resilience Plan in relation to
the award of 3 infrastructural tenders for a total of 758 million euros), which were counteracted by the needs
of financial management and leasing debts.
(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
12.31.2023
(a)
25,776
(120)
25,656
32,001
(6,345)
30.9.2023
(b)
26,471
(133)
26,338
32,451
(6,113)
Change
(a-b)
(695)
13
(682)
(450)
(232)
Report on Operations
of the TIM Group
Consolidated Financial Position and Cash Flows Performance
71
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
2023
2022
Changes
(a-b)
(a)
(b)
absolute
16,296
15,788
206
16,502
(7,518)
213
16,001
(7,239)
(2,987)
(3,180)
(872)
(816)
47
538
22
559
5,710
5,347
(4,863)
(4,777)
(11)
—
836
(29)
53
1,095
36
—
606
23
206
1,115
(2,835)
(2,538)
(880)
(588)
(227)
(2,066)
(1,107)
(2,654)
—
—
(1,107)
(2,654)
(1,441)
(2,925)
334
271
508
(7)
501
(279)
193
(56)
25
(21)
363
(86)
(47)
—
230
(52)
(153)
(20)
(297)
(292)
1,839
1,547
—
1,547
1,484
63
%
3.2
(3.3)
3.1
(3.9)
6.1
(6.9)
—
(3.8)
6.8
(1.8)
—
—
38.0
—
—
(1.8)
(11.7)
(49.7)
89.0
58.3
—
58.3
50.7
23.2
Report on Operations
of the TIM Group
Consolidated Data – Tables of detail
72
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
2023
(1,107)
2022
(2,654)
(a)
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
(b)
(c)
(d)
Total other components that will not be reclassified subsequently to
Separate Consolidated Income Statement
(e=b+c+d)
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
(f)
(g)
(h)
(i)
Total other components that will be reclassified subsequently to
Separate Consolidated Income Statement
(k=f+g+h+i)
Total other components of the Consolidated Statement of
Comprehensive Income
Total comprehensive income (loss) for the year
(m=e+k)
(a+m)
Attributable to:
Owners of the Parent
Non-controlling interests
3
—
3
(8)
—
(8)
—
—
—
(5)
43
(9)
(1)
33
(382)
192
45
(145)
189
—
—
189
—
—
—
—
77
72
(1,035)
(1,432)
397
(2)
—
(2)
77
(17)
60
—
—
—
58
(130)
21
4
(105)
488
(235)
(61)
192
597
—
—
597
—
—
—
—
684
742
(1,912)
(2,365)
453
Report on Operations
of the TIM Group
Consolidated Data – Tables of detail
73
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
Total Current assets
Total Assets
(a)
(b)
(a+b)
12.31.2023
(a)
12.31.2022
(b)
Changes
(a-b)
19,170
7,122
26,292
14,692
5,515
537
140
112
1,103
2,187
701
4,780
51,279
19,111
7,656
26,767
14,100
5,488
539
116
49
1,602
2,365
769
5,440
51,795
345
322
4,699
191
4,539
147
59
(534)
(475)
592
27
(2)
24
63
(499)
(178)
(68)
(660)
(516)
23
160
44
162
69
93
2,571
2,912
5,645
10,880
—
—
—
10,880
62,159
1,600
3,555
5,224
10,232
—
—
—
10,232
62,027
971
(643)
421
648
—
—
—
648
132
Report on Operations
of the TIM Group
Consolidated Data – Tables of detail
74
(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
(c)
Employee benefits
Deferred tax liabilities
Provisions
Miscellaneous payables and other non-current
liabilities
Total Non-current liabilities
(d)
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
Total Current Liabilities
Total Liabilities
Total Equity and Liabilities
(e)
(f=d+e)
(c+f)
12.31.2023
(a)
12.31.2022
(b)
Changes
(a-b)
13,646
3,867
17,513
21,284
4,743
511
83
679
1,326
28,626
5,771
838
9,384
27
16,020
—
—
—
16,020
44,646
62,159
15,061
3,664
18,725
(1,415)
203
(1,212)
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
(455)
146
(173)
(1)
(231)
180
(534)
732
(32)
1,185
(7)
1,878
—
—
—
1,878
1,344
132
Report on Operations
of the TIM Group
Consolidated Data – Tables of detail
75
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
Contributions for plants received
Acquisition of control of companies or other businesses, net of cash acquired
Acquisitions/disposals of other investments
2023
2022
(1,107)
(2,654)
4,863
(6)
148
4,777
9
2,645
(35)
(242)
29
(291)
(31)
(39)
191
(21)
243
(a)
3,944
(23)
156
(35)
(81)
484
(478)
337
4,895
(3,969)
(6,305)
758
19
(49)
3
(1,316)
(26)
Change in financial receivables and other financial assets (excluding hedging
and non-hedging derivatives under financial assets)
(1)
(919)
969
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
—
11
1,278
62
(b)
(4,149)
(5,335)
241
4,037
(436)
2,288
(4,607)
(4,615)
68
—
(189)
(6)
(456)
—
(661)
3,555
18
2,912
(36)
2
(68)
(4)
(2,869)
—
(3,309)
6,904
(40)
3,555
(c)
(d)
(e=a+b+c+d)
(f)
(g)
(h=e+f+g)
(1) This item includes investments in marketable securities amounting to 2,342 million euros in 2023 (3,042 million eurosin 2022) and redemptions of
marketable securities amounting to 1,995 million euros in 2023 (3,924 million euros in 2022), relating to TIM S.A. and Telecom Italia Finance S.A..
Report on Operations
of the TIM Group
Consolidated Data – Tables of detail
76
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
2023
(912)
(2,941)
(1,216)
2022
(1,128)
(2,828)
(953)
Total purchase of intangible, tangible and rights of use assets on an accrual basis
(5,069)
(4,909)
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
1,100
(3,969)
(1,396)
(6,305)
2023
(117)
(2,103)
597
20
2022
164
(1,668)
562
155
2023
2022
3,555
6,904
—
—
—
—
—
—
3,555
6,904
2,912
3,555
—
—
—
—
—
—
2,912
3,555
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, 2023.
Report on Operations
of the TIM Group
Consolidated Data – Tables of detail
77
Other information
Average salaried workforce
(equivalent number)
Average salaried workforce – Italy
Average salaried workforce – Outside Italy
Total average salaried workforce (1)
2023
(a)
33,983
9,162
43,145
2022
(b)
36,866
9,046
45,912
Change
(a-b)
(2,883)
116
(2,767)
(1)
Includes agency contract workers: average 31 employees in Italy in 2023; average 15 employees in Italy in 2022.
Headcount at year end
(number)
Headcount – Italy
Headcount – Outside Italy
Total headcount at year end (1)
12.31.2023
(a)
37,670
9,510
47,180
12.31.2022
(b)
40,752
9,640
50,392
Change
(a-b)
(3,082)
(130)
(3,212)
(1)
Includes agency contract workers: 31 employees in Italy at 12.31.2023; 15 employees in Italy at 12.31.2022).
Headcount at year end – Breakdown by Business Unit
(number)
Domestic
Brazil
Other Operations
Total
12.31.2023
(a)
37,901
9,267
12
47,180
12.31.2022
(b)
40,984
9,395
13
50,392
Change
(a-b)
(3,083)
(128)
(1)
(3,212)
Report on Operations
of the TIM Group
Consolidated Data – Tables of detail
78
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)
ORGANIC EBITDA excluding non-recurring items
Lease payments
EBITDA After Lease (EBITDA-AL)
EBITDA AFTER LEASE - DOMESTIC
(million euros)
4th Quarter
Changes
2023 4th Quarter
2022
%
absolute
101
6.8
13 4.6
114 9.4
1,495
(282)
1,213
1,596
(269)
1,327
4th Quarter
4th Quarter
Changes
2023
2022
2023
2022
Changes
6,383
(1,079)
5,304
absolute
344
(41)
303
6,039
(1,038)
5,001
%
5.7
(3.9)
6.1
2023
2022
Changes
ORGANIC EBITDA excluding non-recurring items
Lease payments
EBITDA After Lease (EBITDA-AL)
1,012
(140)
872
absolute
53
(9)
44
959
(131)
828
%
5.5
(6.9)
5.3
4,242
(535)
3,707
absolute
69
(23)
46
4,173
(512)
3,661
%
1.7
(4.5)
1.3
EBITDA AFTER LEASE - BRAZIL
(million euros)
ORGANIC EBITDA excluding non-recurring items
Lease payments (*)
EBITDA After Lease (EBITDA-AL)
587
(129)
458
4th Quarter
4th Quarter
Changes
2023
2022
%
absolute
51
9.5
22 14.6
73 18.2
536
(151)
385
2023
2022
Changes
2,149
(544)
1,605
%
absolute
14.7
275
(3.4)
(18)
257 18.8
1,874
(526)
1,348
(*) In 2023 they do not include fines (approximately 238 million reais; approximately 44 million euros) connected to the decommissioning plan following the
acquisition of the mobile activities of the Oi group.
ADJUSTED NET FINANCIAL DEBT AFTER LEASE - TIM GROUP
(million euros)
Adjusted Net Financial Debt
Leases
Adjusted Net Financial Debt - After Lease
12.31.2023
25,656
(5,307)
20,349
12.31.2022
25,364
(5,349)
20,015
Change
292
42
334
EQUITY FREE CASH FLOW AFTER LEASE - TIM GROUP
(million euros)
4th Quarter
4th Quarter
Change
2023
2022
Change
Equity Free Cash Flow
Change in lease contracts (principal share)
Equity Free Cash Flow After Lease
2023
1,001
(158)
843
2022
363
(154)
209
638
(4)
634
763
(827)
(64)
624
(650)
(26)
139
(177)
(38)
Report on Operations
of the TIM Group
After Lease indicators
79
SUSTAINABILITY ASPECTS
Materiality analysis
In 2023, 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 Global Reporting
Initiative (“GRI”) standards, through a 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 topics were selected through an analysis platform that collects and analyzes a substantial number of
documentary sources from the reference sector, from the main peers for the Group's business and from the
main social media, guaranteeing a solid and constantly updated information base. The process also saw the
active participation of the Enterprise Risk Management function for the assessment of the risks connected to
the identified topics.
Process of identifying the material topics
The 2023 material topics have been identified on the basis of a solid 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. The use of
artificial intelligence has guaranteed the retrieval of constantly updated information as well as continuous
monitoring of the media to gather stakeholder sentiment.
The analysis was carried out with the involvement of TIM's Top Management, the members of the
Sustainability Committee and a significant sample of representatives of all categories of stakeholders,
carrying out almost 1,000 interviews, directly or online, which made it possible to evaluate and measure the
impacts associated with each topic.
The stakeholders involved represent the eight categories identified by the Group: Customers, Suppliers,
Financial Community, Regulatory Entities, Civil Society, industry Business Community, Media and TIM People.
The categories were identified and assessed specifically, with an annual assessment carried out according to
the specifications of the international accountability standard AA100SES, which the TIM Group carries out in
order to best evaluate the evolution of its business relations.
For each material topic, the impacts - negative or positive, actual or potential - that TIM can have on the
economy, the environment and people have been identified, analyzing the Group's activities, its business
relationships and the possible effects generated or induced directly or indirectly and summarizing the
results of the documentary analysis, the sentiment collected by the media and the findings from the
stakeholder engagement to which the greatest weight was assigned. The process also involved the
Enterprise Risk Management function to verify that the material topics identified fall within the scope of
the ESG risks monitored by the Risk Management System.
In 2023, without prejudice to the fact that no substantial changes were noted compared to the previous year,
an optimization and reclassification of the material topics was carried out which led to the transition from 16
to 10 material topics.
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Sustainability aspects
80
Results at a glance
The 10 material topics identified with the Materiality Analysis conducted are listed below with evidence of the
type of impact identified.
The key topics for the TIM Group and its stakeholders focus on 10 of the 17 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.
Validation and Review
The validation of the material topics and the entire materiality analysis process was carried out by the
Sustainability Function of Corporate Communication & Sustainability, 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 forms the basis of the Non-Financial Statement 2023 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
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Sustainability aspects
81
INNOVATION, RESEARCH AND DEVELOPMENT
2023 saw the TIM Group become the spokesperson for cross-cutting innovation activities, central to
technological, market and competitive change. The Innovation function, through its TIM Innovation Labs, with
offices in Turin, Milan, Rome and Catania, employing around 160 people, focuses on activities that give the
Company a competitive advantage in terms of business and technological innovation and recognition of the
brand's innovative value, both in terms of revenue growth and corporate efficiency. More generally, TIM
employs 1,450 people in Italy in Research and Development activities.
TIM has strengthened its adherence to the Open Innovation paradigm as an operating model by aiming for:
■
■
the creation of a large ecosystem of partners (start-ups, companies, universities, public administration,
etc), to encourage the meeting of "demand" and "supply";
the creation of lasting relationships with strategic partners;
■ a platform model approach in which TIM provides access to functionalities used by subjects (both internal
and external) involved in the innovation process to create new digital products/services.
Network innovation and 5G based services
Tens of billions of devices and sensors attached to things and people, with very powerful connections that will
generate an ever-increasing amount of data that will accompany the evolution of the digital society over the
next 20 years, from urban mobility to security, from e-government to health, from environmental monitoring
to transportation, from tourism to entertainment. This is the impact of 5G, a fundamental technology for a
range of digital services thanks to a speed that will reach 10 Gbps with a latency of 1 millisecond.
TIM is a world leader in 5G technological innovation, and in this role the company has made a significant
investment to win the best frequencies put up for tender by MISE, with the aim of developing the infrastructure
assets necessary for the growth of new businesses, also taking advantage of the recent benefits linked to the
funds made available by the NRRP for the creation of new 5G networks in the country.
Regarding the 5G Backhauling and 5G Coverage plans, the achievements are in line with the targets set by the
NRRP.
In May, the European Investment Bank (EIB), backed by a 60% guarantee from SACE, confirmed its
commitment alongside TIM to the development of next-generation network infrastructures through a 0.36
billion euro loan dedicated to strengthening 5G coverage in Italy. The financing will allow the TIM Group to
access a debt instrument on more favorable terms than those offered by the market and confirms the
strategic nature of TIM's investments to extend 5G coverage throughout the country by the end of 2025.
TIM was the first operator to activate a 5G millimeter wave antenna in Italy, the first to cover the entire
Republic of San Marino with 5G, the first to demonstrate in Italy the operation of a fully remote-controlled car
with 5G (together with Ericsson and the Municipality of Turin), and one of the first in Europe to create a live
concert event with 5G millimeter wave technology and immersive reality (in collaboration with Qualcomm) in
the Pompeii Amphitheater.
TIM has already achieved over 90% coverage with 5G in Milan. The service is available in the main cities and in
over 2,300 municipalities for citizens and businesses at a speed of up to 2 Gigabits per second.
Details of
mobile/mobile/mappa-copertura-mobile.
further 5G
locations can be
found at
the
following
link https://www.tim.it/fisso-e-
TIM will continue to extend 5G coverage, with the aim of reaching 90% of the population by 2025, as envisaged
in the new strategic plan.
Many municipalities will be able to benefit from 5G, also making use of super-fast connections thanks to the
FWA (Fixed Wireless Access) solution.
Today, with more than 23 million kilometers of fiber optic cable laid throughout the country, the TIM Group
reaches more than 5,750 Italian municipalities with ultrabroadband services, providing services for the benefit
of citizens, businesses and public administrations. FTTx coverage is approximately 95% of active lines. TIM's 4G
mobile network reaches over 99% of the population (October 2023 data).
By 2025, the Group aims to reach 48% of the country's property units with FTTH.
TIM was also the first operator in Italy and among the first in Europe to launch the consumer and business
offer in over 30 cities with high-performance FTTH fiber connections up to 10 Gigabits per second thanks to
XGS-PON technology (10 Gigabit capable Symmetric Passive Optical Network).
The benefits of 5G will be evident for:
■ consumers - will be able to access a vast range of innovative services based on the Internet of Things with
devices connected to fitness sensors, cars, radios, air conditioning systems, household appliances and
cameras. Furthermore, it will be possible to enjoy immersive 3D entertainment experiences thanks to the
low latency and high bandwidth capacity of 5G;
■ businesses - new production processes will be enabled which, thanks to the characteristics of 5G
technology and the combination with artificial intelligence, Cloud and Smart robotics, will have greater
efficiency, reliability and safety;
■ citizens - smart cities will become a reality thanks to the availability of data provided by millions of sensors
applied to objects (e.g. electricity poles, traffic lights, etc...) connected to the network. Each municipality
will thus be able to have its own Control Room.
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The most recent applications and use scenarios of TIM's 5G
5G private network offer for businesses
TIM offers a private 5G network offer for all customers who need dedicated connectivity. The solution
guarantees low latency, high traffic capacity, data security and reliability, components to optimize competitive
success in many market sectors.
Cars, Transport and Ports
Since December 2022, TIM and Google Cloud have launched the first platform in Italy that enables smart
mobility on TIM's Edge Cloud 5G technology and which will make it possible to develop new applications
dedicated to connected cars and intelligent transport. The project uses TIM's 5G network in the Bologna and
Modena area and will allow MASA (Modena Automotive Smart Area) and the University of Modena and Reggio
Emilia to test new solutions for autonomous and assisted driving cars and advanced cloud mobility, which
requires dynamic and ultra-secure communication between vehicles and road infrastructure and integration
with smart city systems.
■ Since June 2022, TIM has participated in the “5G-Carmen” trial, a cross-border project on autonomous and
assisted driving services, developed on the 5G mobile network along the motorway stretch on the border
between Italy, Austria and Germany. The test demonstrated continuity of service for all motorists moving
from one country to another, guaranteeing roaming with the same level of quality of service guaranteed to
national users. The project, financed by the European Commission, coordinated by the Bruno Kessler
Foundation, sees the collaboration of other operators and players in the sector.
■ TIM created the 5G coverage dedicated to the test site on the A35 Brebemi dedicated to the creation and
testing of an innovative system of circuits positioned under the asphalt which directly transfer the
necessary energy to th e vehicles (cars, trucks, buses). A zero-emission mobility system that includes
various elements designed by the industrial excellence involved to interact with each other, such as
asphalt, control units, cables, electric vehicles and 5G connectivity.
■ TIM is the leader of the consortium working on the 5G MASS (Maritime Autonomous Surface Ship) project,
funded by the European Space Agency (ESA) and including CNIT, Cetena, Flysight and Grimaldi. The
project involves the creation of a high-capacity, low-latency private 5G network to support the assisted
docking use case of a ship from Grimaldi's ECO fleet in the Port of Livorno, thanks to the continuous
exchange of information between the ship and the network. Ports, which are essential to the European
economy, have to manage ever-increasing volumes of goods and are increasingly considering the need to
digitize loading and unloading operations, which also favors shortening port entry and exit times. For
further details see https://www.timenterprise.it/approfondimenti/tim-enterprise-rete-privata-5g-livorno.
Smart City
In Venice, the Control Room for the smart city of the future, unique in Italy, brings together in a "control room"
solutions to improve the mobility and safety of the city by creating an urban intelligence model based on
enabling technologies such as IoT, Artificial Intelligence and Cloud.
TIM Enterprise made the implementation of the project possible with the TIM Urban Genius solution developed
in collaboration with Olivetti, a Group company specialized in IoT. "TIM Urban Genius" is a console, equipped
with the best digital technologies, which creates a sustainable smart city model capable of responding even to
sudden events, to support the administrations, citizens and for the benefit of the community and already
adopted by several municipalities of large and small sizes. "TIM Urban Genius" uses the most modern
Information Technology technologies, in particular Big Data and Video Analytics and Machine Learning,
Internet of Things, Cloud Computing and 5G to provide information and forecasts in real time, to support the
decisions of the administrations for the control and measurement of the state of the city, of road and water
traffic, for the governance of flows and for assistance with the mobility of citizens, allowing to intervene quickly
or in advance in situations of need and to optimize the planning of services.
In this context, in addition to Venice, other projects have been launched, such as the one in Cairo Montenotte,
which aims to improve mobility and urban safety, and the most recent one in Assisi, which aims to detect the
presence of tourists in the city, based on a special algorithm that allows you to analyze numbers and origins,
starting from the data collected by the mobile telephone network, anonymously and in full respect of privacy.
TIM is a partner of the new urban laboratory in Turin "La Casa delle tecnologie emergenti - CTE Next" for the
development of strategic sectors such as intelligent mobility, industry 4.0 and innovative urban services. It is a
widespread technology transfer center on emerging technologies enabled by TIM's 5G.
TIM has been a partner (since 2022) of the CTE COBO, Casa delle Tecnologie Emergenti of the Municipality of
Bologna, which promotes the spread of technological infrastructure throughout the Emilia-Romagna region,
aimed at bringing innovation and sustainable growth in strategic sectors such as: Industry 4.0, Cultural and
Creative Industry and Innovative Urban Services. It is a widespread technology transfer center on emerging
technologies enabled by TIM's 5G for the development of new generation digital services.
Tourism, Culture & Entertainment
The new extended reality technologies represent valid alternatives for contact with spectators and visitors, for
the use of contents in museum and archaeological contexts and in the promotion of the territory and culture.
The technological platform allows the creation and customization of augmented and virtual reality
experiences and is the result of experiments carried out by TIM's Innovation area. These innovative solutions
are currently included in the TIM Enterprise catalogue.
■
In December 2023, in Florence, TIM Enterprise, together with the Opera di Santa Croce, presented a project
that allows you to combine culture and technology to enhance the Italian artistic heritage.
■ Throughout 2024, visitors will be able to appreciate the works inside the Monumental Complex of Florence
in an innovative way using 5G millimeter wave smartphones powered by Qualcomm Technologies, on
which an augmented reality application developed by Live Reply is installed. A new way of experiencing art
Report on Operations
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Research and Development
83
■
■
■
made possible thanks to the high bandwidth capacity and minimum latency of TIM's 5G millimeter wave
technology and TIM Enterprise's Extended Reality solutions.
In October 2023, TIM becomes a partner of the Casa delle Tecnologie Emergenti (CTE) in Naples, an
advanced innovation center in the cultural and creative industries sector being built in the East Naples
area. TIM will create a 5G network infrastructure indoor dedicated to the new technology center. The
infrastructure is aimed at supporting the testing of the services of the companies participating in the
project.
July 2023 - The Jackal Meta-Show. 4 Actors, 2 Robots, Infinite Universes is a comedy set in the multiverse
and broadcast live streaming, starring The Jackal and meta-human actors. In this project - which ranked
first in the 5G audiovisual tender financed by the Ministry for Business and Made in Italy - as a
technological partner, TIM contributed to the creation of the 360° live streaming show, making the 5G
network available. In particular, for the filming carried out on the two sets (Rome and Frosinone where the
show was held) a private 5G TIM network was used, capable of guaranteeing perfect synchrony of the
actors' movements on the different sets as if they were in a single environment. With this trial, the
applications of 5G in the entertainment context were tested, where high transmission speeds and low
latency are required. Thanks to the characteristics of the 5G network, the proposed solution allowed the
very high quality use of audiovisual contents produced in different places - as if they were created in a
single environment - and broadcast in live mode.
In June 2023, for the first stage of the Giro d'Italia Under 23 in Aglièm, the TIM Group created a platform
that combines 5G, cloud and artificial intelligence to give fans an even richer experience during the
sporting competition. The footage was captured using an innovative live 5G and cloud multiview system,
with technology backpacks placed on motorcycles and helicopters to follow the cyclists during the race.
Furthermore, an App made it possible to choose multiple shots in real time on the device, with the
possibility of viewing the most interesting highlights of the event, selected by an Artificial Intelligence
algorithm.
■ Since February 2023, TIM has been participating in the Opificio Digitale per la cultura - Casa delle
Tecnologie di Genova project, in which it is contributing to the preservation and usability of cultural
heritage, security and logistics, thanks to its 5G, IoT and XR technological and application solutions, in
collaboration with the Municipality of Genoa and the University of Genoa.
Industrial automation and robotics
Interconnect, exchange data and remotely manage industrial plants, ensuring greater efficiency, reliability,
safety and significantly improving the production cycle. The use of dedicated 5G (5G private network)
connectivity allows the achievement of the objectives of very low latency and data security required by
manufacturing companies.
■
In January 2023, TIM Enterprise started the partnership with Ilmea, a metalworking company from Boncore
in Salento, among the first in Italy to equip itself with a private 5G network. TIM's 5G Private Network
solution enables the interconnection of machines and the production of data functional to business
objectives, with all the advantages of 5G on a private perimeter: high security, speed, low latency and
flexibility. This service responds to the growing need of companies to accelerate the digitalization process
and modernize production chains.
■ TIM's 5G virtual private network was inaugurated at the BI-REX in Bologna, which will connect the
technologies present in the Pilot Line of the highly specialized Competence Center for Industry 4.0. TIM's
dedicated 5G virtual private network will guarantee a stable connection, with low latency and bandwidth,
necessary for the optimal functioning of the Pilot Line of the Bologna centre, focused on the Big Data,
Additive Manufacturing, Robotics, Finishing and Metrology development areas. An 'Innovation hub' where
the most cutting-edge technological solutions enabled by 5G are used.
■ TIM, with EXOR International, connects the first 5G factory in Verona: the first Italian smart factory
connected thanks to TIM's private 5G network which will allow the development of innovative 'Industry 4.0'
solutions. Processes are optimized by taking advantage of the very low latency and the maximum level of
security and reliability that characterize dedicated indoor cover. In this way, greater efficiency is
guaranteed and the production cycle is significantly improved.
■ TIM, together with Ericsson, Google, CIM4.0 and Reply have experimented with an innovative solution for
the automation of '5G Network Slicing', making various Industry 4.0 applications available and allowing
manufacturing companies to improve their production capacity. Another use case is the one experimented
by TIM, with CIM4.0, Santer Reply and Prima Industrie, as part of the funded '5G For Factory' project. The
experimentation, applied to the Additive Manufacturing supply chain, used the potential of 5G in terms of
low latency, high bandwidth, sensors, reconfiguration flexibility and security. These characteristics have
also been enabled by the contemporary use of Edge Computing infrastructures. The use case concerns the
remote monitoring of 3D printers during their production process.
Smart Agriculture
TIM Enterprise offers TIM Easy Farm, the precision agriculture, farm management and supply chain traceability
service developed with Olivetti for companies in the agri-food sector. Thanks to advanced connectivity and the
most innovative technologies such as drones and IoT sensors, Big Data Analytics, artificial intelligence and
blockchain, TIM Easy Farm allows you to optimize field operations and the resources used, achieving a
reduction in costs, greater quality and sustainability of production and the certification of the activity carried
out throughout the entire supply chain, from field to table.
Innovation and research with universities
In 2023, 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, 2023 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
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84
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 2023 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 specific Framework Agreements with:
•
the Polytechnic University of Turin with 14 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.
• University of Milan with 2 studies aimed at modeling and design of a 5G simulator with advanced telco
edge node functionality. In particular, the modeling of a 5G simulator compatible with the
specifications of TIM networks capable of supporting Mobile Edge Computing nodes.
• University of Naples Federico II with a research and prototyping activity for the definition of innovative
service models, enabled by emerging technologies, through 5G technology using the latest generation
devices to interact with urban spaces in an innovative way and to improve sustainability of cities by
involving the public and private sectors and citizens, and adopting a strongly data-driven approach and
the use of latest generation technological enablers.
■ 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;
• University of Turin with a study and experimentation of Large Language Models applied to document
management, taking into consideration both technical aspects relating to Natural Language
Processing and Human in the Loop aspects concerning the interaction with these technologies
(prompt design and engineering).
• University of Trento with 2 research projects on the topic of Radio Evolution for the development of
beamform optimization applications in ORAN architecture.
Some relevant numbers:
■
research collaborations worth around 797,000 euros per year in orders across all technology themes of
Fixed, Mobile, Cloud, AI, Energy, IoT, Mobility, Industry with various departments for a total of 25 specific
research projects;
■
the presence of TIM researchers in various capacities in university courses;
■ 10 PhDs funded by TIM;
■ Quantum Academy (first in Italy);
■ collaboration in European and national projects, from the Horizon program to Restart;
■ a fruitful collaboration with the research ecosystem in five Industry 4.0 Competence Centers (Birex, CIM
4.0, Smact, Artes, Meditech) and in the Case delle Tecnologie Emergenti (CTE Next in Turin, Genoa,
Cagliari, Bologna) promoted by MIMIT. These collaborations include the deployment of high performance
5G radio coverage, such as public access networks, which provide access both to platforms provided by TIM
and to applications available on the Internet, or private access networks, which dedicate the available
capacity to the users involved and provide access to locally available applications. The use cases are
focused on Museums and Cultural Heritage, Smart City, Industry 4.0 and Urban Air Mobility with the
development and integration of technological components relating to Extended Reality, Artificial
Intelligence, advanced IoT Monitoring Systems and Security/Blockchain.
Research and Development in Brazil
The Architecture & Technology Evolution department1 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.
In 2023, the department was made up of over 50 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.
1 Architecture & Technology Evolution within the Chief Technology Office (CTO).
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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&D2.
For 2024 TIM Lab plans to expand through investments by strategic partners of TIM S.A.. According to the
plans, this expansion will be implemented in a new dimension, with the creation of the TIM Customer
Experience Center (CEC), to strengthen the ability to validate new software, features, solutions, technologies,
services and devices, and to grow the current structure in order to manage and develop more business and
opportunities.
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 reallocation of the 1,800 MHz, 850 MHz and 2,100 MHz bands from 2G/3G to 4G, with a multilayer
deployment configuration, yields important competitive advantages for TIM S.A:
■
■
the reduction of costs for the implementation of LTE3, the expansion of the LTE coverage area and the
activation of the carrier aggregation strategy, improving the customer experience through 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.
At the end of 2022, TIM SA covered all cities in Brazil, ensuring 100% presence nationwide. A year later, in
December 2023, all Brazilian cities also have LTE coverage, thanks to the low-frequency B28 band (700 MHz),
whose spectrum release was completed in June 2019. These initiatives have allowed TIM's Industrial Plan to be
brought forward by a year.
Also at the end of 2023, TIM SA uses the n78 band (3,500 MHz) in over 200 cities, including all Brazilian capitals,
with a 5G SA (Standalone) approach. Furthermore, TIM has a number of antennas almost equal to the sum of
those of its competitors.
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 sharing4" solution, optimizing network resources and costs5.
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 SA to promote the spread of LTE in rural areas of Brazil, thanks to
effective sharing of spectrum, access and backhaul6. After the acquisition of Oi, the RAN LTE Sharing solution,
between TIM SA and Telefónica, based on the MOCN architecture, has expanded the advantages and
efficiency of this technical model. In this case 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:
■ Single network: sharing of 3G/4G networks in cities with less than 30 thousand inhabitants, using the
MOCN architecture, to maintain the infrastructure of only one of the operators in these cities, allowing
completely redundant sites to be turned off. At the end of 2023, 11% of the scope of the agreement was
implemented, generating energy efficiencies of approximately 1.0 million reais. This perimeter can produce
additional savings of approximately 15 million reais in 2024 regarding Tower Co's costs (hosting, rent, basic
rent, etc.) after the divestment of the towers. Construction of the rest of the project will continue in 2024.
■ 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. After a minimum sharing period, operators will be able to completely shut
down remaining 2G networks. At the end of 2023, 40% of the scope of the agreement had been achieved,
generating energy efficiencies of approximately 6.0 million reais.
2TIM Lab of TIM S.A. also collaborates with TIM Lab Italy, which has more than 50 years of experience.
3 Long Term Evolution.
4 Sharing the Radio Access Network - RAN.
5 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.
6 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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Next generation network projects, future Internet applications, positive
impact on the environment and society
UX Mapping & Device Healing - In 2023 TIM SA started the development of an application which will be
integrated into the Android Meu TIM app and will have the task of collecting information relating to the user
experience (UX) associated with information on the network and on the device, which will be used as one of
the inputs for network planning and optimization and for troubleshooting activities. This first phase of the
project will lead to the operational launch in the first quarter of 2024. Subsequently, the application will evolve
and be able to evaluate the device configuration and perform healing routines (procedures for reconfiguring
smartphones to better adapt them to the network) with the user's consent. This device “healing” will be linked
to the healing of the network/IT database, providing an E2E process to improve the user experience. The
conclusion of this second phase is scheduled for the second quarter of 2024. The total cost of the project is
estimated at approximately 1.4 million reais.
Internet of Things - It was back in 2018 that TIM S.A. launched the very first commercial NB-IoT7 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
2023 TIM SA developed public services through its NB-IoT coverage, becoming the main public-private partner
thanks to the provision of solutions for energy efficiency in public lighting: TIM SA has installed 150 thousand
NB-IoT smart lighting devices (27 times more than the previous year).
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 agriculture8, with the creation of the ConnectarAgro ecosystem which brings together TIM
S.A., solution providers for the agricultural segment and telecommunication solution providers.
5G – Commercial launch occurred in 2020, through dynamic spectrum sharing (DSS) technology, leveraging
legacy spectrum. In 2022, 5G Standalone (SA) was launched in all Brazilian capitals and in 2023 TIM SA
consolidated its 5G coverage leadership in over 200 cities. TIM SA was also awarded by Open Signal with the
first Consistent Quality award9.
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.
5G for the automotive sector - In 2023 TIM SA joined the Conecta 2030 project, a collaboration with partners
such as IPFacens (Research Institute of the Facens University Center) and Stellantis, which received a grant of
3 million reais from the Brazilian government and is dedicated to improving the safety of pedestrians and
cyclists through cutting-edge technologies and 5G connectivity. For TIM SA the main objective is to develop
new products/services that can generate new revenues through intellectual property.
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. Also in 2022, TIM ran a Proof of Concept with a customer in the
automotive industry, successfully demonstrating an automated quality conformance use case. The first
deployments were started in 2023, with customers in the agri-food and port logistics sectors.
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 completed
in 2023, with field tests at the Inatel campus in Santa Rita do Sapucaí - MG. During the year, it was possible to
approve two OEM (Original Equipment Manufacturer) suppliers in the 4G and 5G Open RAN technologies and
also to reach the conclusion that the Open RAN environment is not yet fully mature. In 2024 TIM SA is
evaluating new Open RAN initiatives to join to continue exploiting this technology.
7 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 mobile devices and services.
8 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.
9 Open Signal Report “Brazilian Mobile Network Experience,” July 2023, available at opensignal.com/reports/2023/07/brazil/mobile-network-
experience.
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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, 2023
See the Note "Events Subsequent to December 31, 2023" in the Consolidated and Separate Financial
Statements at December 31, 2023 of the TIM Group and TIM S.p.A., respectively.
BUSINESS OUTLOOK FOR THE YEAR 2024
The new ”Free to Run” Plan, which follows the transformation path launched in the previous two-year period,
identifies the lines of development for TIM in 2024-2026. Despite a highly uncertain macroeconomic
environment, all economic and financial metrics are expected to improve significantly, while maintaining a
solid capital structure.
Below are the financial targets based on the new scope (organic data1, including Sparkle2):
■ Group revenue to rise by 3% on average per annum over the entire plan period (CAGR 2023-2026) from
EUR 14.4 billion pro-forma in 20233; for TIM Domestic revenues to grow by 2% on average per annum over
the three-year period from EUR 10 billion pro-forma in 20233. For 2024, Group revenues are expected to
grow by 3-4% and by 2-3% for TIM Domestic.
■ Group organic EBITDA After Lease to rise 8% per annum on average over the entire plan horizon (CAGR
2023-2026) from EUR 3.5 billion pro forma in 20233; for TIM Domestic, organic EBITDA After Lease to grow
by 9-10% on average per annum over the three-year period from EUR 1.9 billion pro-forma in 20233. For
2024, Group organic EBITDA After Lease is to grow by 8-9%; 9-10% for TIM Domestic.
■ Organic EBITDA After Lease – Group Capex rising by 1.3 billion euros pro-forma in 20233 to c. 2.2 billion in
2026; for TIM Domestic Organic EBITDA After Lease - Capex to rise to around 1.1 billion euros from 0.6
billion euros pro-forma in 20233. Growth of 15-17% is expected for 2024 at Group level and 11-12% for TIM
Domestic.
■ Reduction in Group debt, with a Debt-to-EBITDA After Lease ratio4 falling to 1.6-1.7x compared to 3.8x5 in
the pro-forma figures to 20233.
The Group forecasts an Equity Free Cash Flow After Lease that is positive in both Italy and Brazil over the plan
horizon.
With regard to the individual entities comprising the TIM Group, the industrial plan sets out the following
strategic lines:
■ TIM Consumer: will continue to stabilise its core business, with a gradual increase in fixed and mobile Arpu,
while improving customer convergence between the two sectors. In parallel, the 'Customer Platform'
model will be developed, with a focus on 'beyond connectivity’ revenue growth through new partnerships
and opportunities in the household and SME sector.
■ TIM Enterprise: leveraging its unique positioning and competitive advantages, it will continue its service
revenue acceleration driven by further expansion in the ICT market, amplified by positioning in key growth
sectors (Cloud, IoT, Cybersecurity). Particular focus will be devoted to the Cloud sector thanks to
partnerships with leading global operators and the full operational start-up of Polo Strategico Nazionale (of
which TIM is the main shareholder and technology enabler).
■ TIM Brasil: further growth in revenues and Ebitda is expected, with cash generation growing in double
figures over the plan horizon.
1 Excluding exchange rate fluctuations, non-recurring items and changes in the scope of consolidation. Group data with an average exchange rate
of 5.4 R$/€
2 Sparkle's financial data: revenue net of intercompany turnover ~ € 0.8 billion in 2023 (~ € 0.9 billion in 2026); EBITDA AL ~ € 0.1 billion in 2023 (~ €
0.2 billion in 2026); Capex ~ € 0.1 billion in 2023 (~ € 0.2 billion in 2026)
3 Unaudited preliminary pro forma data
4 Shareholder remuneration excluded. 4 Calculated as the ratio of Group Net Debt less After Lease after expected deleverage from the sale of NetCo
of EUR 14.2 billion without considering potential price adjustments and earnouts and Group Adjusted Organic EBITDA After Lease less NetCo
EBITDA After Lease
5 Leverage as at December 31, 2023 based on previous Group scope
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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;
■ manages the flow of information towards top management and the bodies responsible for evaluating the
Internal Control and Risk Management System (ICRMS), producing the relevant supporting reports.
In this context, we highlight the continued Russia-Ukraine conflict, the emergence of the recent conflict in the
Middle East between Israel and Palestine and the possible increases in costs connected with inflation pressure.
In addition, non-exhaustively, the following additional factors are mentioned: the evolution 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, the problems connected to the
new networks and infrastructures, 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. Adding to a complex picture in the landline market is the recent launch of Iliad (both in the
residential segment and, more recently in the business segment), already present in the mobile sector.
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 national
operator Open Fiber for the supply of fiber optic access connections.
The macroeconomic situation and geopolitical tensions have reignited inflationary phenomena in all European
countries to levels not seen since the early 1990s, in times before the liberalization of the sector.
In the Italian scenario, which is characterized by retail and wholesale prices that are among the lowest in
Europe, inflationary pressures may determine further risks for the sector, which are mitigated by regulatory
interventions on wholesale prices and on the methods of retail price adjustment.
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.
In the domestic context, to achieve the strategic objective of mitigating regulatory constraints, reducing the
level of debt and increasing focus on the reference markets, a transformation process is underway aimed at
overcoming the structure of a vertically integrated operator with separation of assets fixed network
infrastructure from services. In particular, on November 5, 2023, TIM's Board of Directors approved the binding
offer submitted on 16 October by Kohlberg Kravis Roberts & Co. L.P. ("KKR") regarding the purchase of TIM's
fixed network assets (NetCo), and on November 6, 2023, TIM signed the transaction agreement relating to
Netco with Optics BidCo S.p.A. (a subsidiary of KKR). More details on the structure of the transaction can be
found in the 'Information for Investors' section of this Report on Operations.
In light of the above-described agreements entailing a different articulation into separate entities and on the
basis of the resulting contractual arrangements, the TIM Group may be subject to, inter alia:
■ unexpected additional costs or adverse impacts on its business functions as a result of the separation
process or fulfillment of obligations to NetCo under such service agreements;
■ potential liabilities, during the term of the wholesale agreement, if it fails to satisfy certain obligations, any
of which could adversely affect its financial condition and results of operations.
Furthermore, the TIM Group expects that a potential loss of control and deconsolidation of NetCo would result
in improvements in the regulatory environment for TIM Enterprise and TIM Consumer in the Italian market,
which may these Business Units to compete on fully equal terms with competitors under the applicable laws
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on competition. However, the new regulatory framework that will result from the consolidation, and in
particular the changes to the previous one, will be defined by the competent authorities as a result of the
planned proceedings.
Risks associated with agreements with Suppliers and Partners
The TIM Group maintains important relationships with various suppliers of hardware, software and services
which it uses for the operation of its network and systems and for customer assistance. Additionally, it relies
on various vendors to supply network equipment, mobile phones and accessories needed for its business. It
also uses numerous suppliers, particularly in relation to smartphone suppliers, software license suppliers and
for the implementation of mobile telecommunications networks. To achieve the transmission capacity and
quality levels necessary for the growing number of subscribers and their changing needs, it partly relies on the
electronic communications networks of other operators and on the networks created by some local
authorities, such as Fastweb, Open Fiber, A2A.
The main suppliers of the TIM Group are engaged in the supply of mass-market products (smartphones and
software licenses) and in the supply and creation of mobile telecommunications networks. There are no
constraints on the TIM Group to replace these suppliers with other suppliers.
One or more suppliers of the TIM Group may not be able to provide the affected products and/or services. This
could impact TIM Group's ability to fully control its networks, offer high-quality services and conduct its
operations, or it could result in additional costs, any of which could have a material adverse impact on its
business, financial condition and operating results of the TIM Group.
The TIM Group also hires a series of subcontractors for the maintenance of its network, the management of its
call centers and the supply, installation and maintenance of terminals set up in its customers' homes. The TIM
Group, although operating with a limited number of subcontractors that it carefully selects and monitors,
cannot guarantee that their tasks are carried out correctly and fully compliant with the required quality and
safety standards or that the tasks are not further assigned to other third party contractors. In the event that
the hardware or software products or related services of or by third party contractors are defective, or if the
tasks assigned to its subcontractors are not performed correctly, there may be risks associated with the ability
to assert recourse claims against suppliers or subcontractors, especially if the guarantees provided for in the
contracts are exceeded by those provided for in the TIM Group's contracts with customers, in individual cases,
or if the suppliers or subcontractors are insolvent, in whole or in part. Furthermore, this would damage the TIM
Group's relationships with its customers and the reputation of its brands.
There is no guarantee that the TIM Group will be able to obtain the hardware, software and services it needs to
carry out its business, in a timely manner, on competitive terms and in adequate quantities. The occurrence of
any of these risks could create technical problems, damage its reputation, result in the loss of customers and
have a material adverse effect on its business, financial condition and results of operations.
Furthermore, the TIM Group has agreed multi-year contracts for the distribution of television content which
oblige it to pay the counterparties a minimum guaranteed amount. The evaluation of such contracts, and the
estimation of costs associated with them, are subject to a number of risks and uncertainties which include,
among others, market dynamics, pronouncements of market regulatory authorities and the development of
new technologies at service support. These estimates are reviewed periodically on the basis of actual data in
order to ensure that the forecast data remain within reasonably predictable ranges. In the past, we have faced
risks related to our internal control procedures with respect to complex contracts and may face similar risks in
the future. For example, in the year ended December 31, 2023, the TIM Group recorded provisions for
contractual risks for onerous contracts. For further details, see Note 22 of the Consolidated Financial
Statements as of December 31, 2023 of the TIM Group. Not all the factors mentioned are under the control of
the TIM Group and could therefore have a significant impact on future forecasts regarding the performance of
the contracts, the amount of the estimated margin (positive or negative) and/or the cash flows that will be
generated.
Risks related to the development of fixed and mobile networks and ICT
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.
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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, also thanks to the use of public funds linked
to the NRRP (National Recovery and Resilience Plan), constitutes a strategic objective for TIM which aims to
increase the use of its networks to compensate for the reduction in 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;
■ delays in obtaining necessary permits and authorizations;
■ delays in the supply of materials and devices as a result of possible supply shocks;
■
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.
Each of the aforementioned factors can negatively impact the correct implementation of the TIM Group's
strategy and, consequently, the TIM Group's business and operating results.
In particular, any delays in NRRP contracts or related activities are subject to pre-determined penalties, which
could be significant and even lead to the overall revocation of the contribution assigned to the TIM Group.
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 opticcables;
■ 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 would be sanctioned
with pre-determined fines that can be very high indeed and long delays may result in complete revocation of
the contribution granted.
ICT assets and services to support the Business
The TIM Group intends to continue to focus on the Information Technology-Telecommunications convergence
by addressing the ICT market, offering the management of networks and infrastructures as well as application
management services. In particular, as the cloud services market continues to grow, the ICT market is
expected to become a key element of its strategy.
For this reason, the Polo Strategico Nazionale (“PSN”), was recently established, of which the TIM Group holds
a 45% share, which deals with the design, preparation, setup and management of infrastructures for the
provision of cloud services and solutions. for Italian local and national public administrations.
TIM expects that competition in this market will intensify with the entry of new players, especially
telecommunications operators that collaborate with IT operators.
Failure or partial implementation of its strategies relating to the development of assets and services to support
the business by TIM could prevent the achievement of its objectives in a sector considered strategic, as well as
damaging its reputation.
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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.
As regards the understanding and prevention of cyber threats, TIM is equipped with a dedicated Cyber Threat
Intelligence structure which acquires, processes and uses data and information from multiple external sources
(public, private, institutional and the deep and dark web) to increase its capacity to identify and timely combat
emerging threats and outline evolving risk and threat scenarios.
Information exchanges and collaboration with the National Cyber Security Agency (ACN) and other institutions
(e.g. National Cybercrime Center for the Protection of Critical Infrastructures - CNAIPIC) are included in this
context.
In relation to the Russia-Ukraine conflict and the crisis in the Middle Eastern context, TIM continues to act in
coordination with the National Cyber Security Agency (ACN).
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.
Business Continuity Risks
The success of the TIM Group largely depends on the continuous and uninterrupted performance of its IT
systems, networks and some hardware and data centers that it manages for its customers. Furthermore, TIM
Group operations involve the daily processing and storage of large amounts of customer data and require
uninterrupted, accurate, permanently available, real-time and secure transmission and storage of customer
data and other type in accordance with applicable laws and regulations.
The technical infrastructure of the TIM Group (including the network infrastructure for fixed and mobile
telecommunications services) and the assets managed on behalf of customers are vulnerable to damage or
interruptions due to technological failures, blackouts, floods, storms, fires, terrorist acts, illegal acts, human
errors and similar events. Unforeseen problems at TIM Group facilities, system failures, hardware and software
failures, computer viruses and cyber attacks (including information theft, data corruption, operational
interruptions or financial losses related to the foregoing) and data loss, as well as attacks terrorist attacks
against its infrastructure could affect the quality of its services and cause service interruptions. Each of these
events could result in a reduction in user traffic and revenue and could negatively impact the TIM Group's
customer satisfaction levels, reduce its customer base and damage its reputation.
TIM has adopted a “Business Continuity Management 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.
Since 2021, TIM has started 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
HRO. This will make it possible to both improve the continuity of services offered and provide greater
guarantees in this respect to its stakeholders.
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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 environmental, social and governance (ESG) performance. The results of the
stakeholder engagement activities, as seen from the materiality matrix, are reflected in the ESG 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.
implement circular business models,
Failure to
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 the digital inclusion 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.
To secure the right skills, TIM needs to recruit, develop and retain highly qualified employees in the ICT and
cybersecurity sector. The search for this type of personnel is becoming more and more challenging, and their
absence may affect TIM's ability to develop new or high-growth business areas and thus realise 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 is
mandatory when relating to the financial liabilities. Therefore, the TIM Group - which has stipulated and may
continue to stipulate a portion of financing in currencies other than the euro, mainly in US dollars - in line with
its risk management policies, generally covers this exposure to exchange rate risk 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. With regard to translation risk, 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 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 variable-rate liabilities are synthetically converted into fixed-rate instruments. Any
change to interest rates that has not been adequately hedged by derivatives may have an impact on the
economic profile of TIM’s variable rate financial liabilities, 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.
Commercial Credit Risk
The operations of the TIM Group depend significantly on the ability of its customers to pay for its services. In
Brazil, pursuant to Anatel legislation, the TIM Group is authorized to take certain measures to reduce customer
defaults, such as limiting the services that the TIM Group provides to customers with a history of defaults. If
the TIM Group is unable to take measures to limit its subscribers' missed payments or to allow it to accept new
subscribers based on credit history, the TIM Group will remain subject to bad debts that could negatively
impact its expected results.
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, the recent
Israeli-Palestinian conflict and the structural transformation of the energy markets.
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According to ISTAT, in the third quarter of 2023, Italian GDP recorded positive growth of 0.1% compared to
both the previous quarter and the third quarter of 2022, while for 2023 growth should be around 0.7%. For next
year too, expectations of growth of the same size depend on the actual fulfillment of expectations of further
growth in employment, a deceleration in inflation and a partial recovery in wages.
The volatility in the energy prices impact European industry, especially the more energy-intensive sectors. The
shock of the energy supply in 2022 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.
Furthermore, the recent Israeli-Palestinian conflict could produce further unbalancing effects, with energy
problems, considering the importance of the region which hosts the main oil producers, but also the main
maritime routes through the Gulf of Suez.
With regard to the cost of energy, TIM Group has implemented a hedging and saving program that, on the
domestic perimeter, has made it possible to cover most of the 2023 and part of the 2024 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. Additionally, a heightened sense of geopolitical risk and stress within global supply
chains following the Covid-19 pandemic and the Russia-Ukraine conflict are contributing to fears of slowing
global trade growth. A series of targeted interventionist policies by the West against countries that depend on
imports of advanced technology and growing tensions between the United States and China could exacerbate
an already tense situation.
As regards Brazil, growth is affected by the slowdown in the global economy, in particular in 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 2.9%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
As regards the Russia-Ukraine conflict, at the moment the impact of the geopolitical situation on the TIM
Group's business is indirect, mainly linked to the increase in costs for energy, materials and transport.
Should military, economic and political tensions continue to rise, the situation could have serious global
consequences by imposing a serious threat to global security that could increase and intensify risks for the TIM
Group. These risks include the safety and security of the TIM Group's workforce, the possibility that cyber
attacks could target the networks and data of the TIM Group or its customers, an increased likelihood of a
supply chain shock that would result in higher inflation in the short and medium term.
In particular, for the Telecom Italia Sparkle group (part of the TIM Group) that operate in the areas impacted by
the Russia-Ukraine conflict, there were no significant repercussions on commercial relationships, in the
demand for international services from the areas affected by the conflict and in essentially regular collections
of trade receivables. The assets of the TIM Group in the countries concerned are not significant. The Russia-
Ukraine conflict also led indirectly to a general increase in energy prices, a rise in inflation and, ultimately, the
cost of financing. Additionally, the Russia-Ukraine conflict could involve cyberattacks against countries that
support economic sanctions against Russia. The TIM Group entities, in coordination with the National
Cybersecurity Agency ('ACN'), raised the ICT monitoring alert level for cybersecurity risks.
With regard to the Middle East conflict between Israel and Palestine, which arose at the beginning of October
2023, and the associated turmoil in the Red Sea area, the implications for the Group are still uncertain and
should become clearer over time. However, upon initial examination, there could be impacts both in terms of
cost volatility (e.g. energy) and in international commercial relations.
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.
1 Banco Central do Brasil - Inflation Report - September 2023
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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);
■ any AGCom decisions regarding tariff policies, including with retroactive effect (e.g. review of prices
relating to previous years, effectiveness and effective implementation of repricing policies, also following
judgements by the administrative judge);
■ 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);
■ 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 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
TIM ensures compliance with legislative provisions regarding health and safety in the workplace aimed at
preventing possible accidents and damage to health in any way connected to the performance of work. To this
end, it assesses the risks to the safety and health of workers with the aim of progressively reducing them to a
minimum and prepares the relevant risk assessment document, adopting the principles, standards and
solutions with the aim of achieving "zero accidents at work", implementing appropriate preventive measures
and verifying their adequacy and effectiveness.
Raising awareness and involvement on health and safety policies and objectives and relating to internal
control systems, as well as training and information on the risks and control measures adopted, are considered
fundamental tools for achieving the expected results. In order to further integrate and strengthen internal
management and control methodologies, as well as to promote initiatives aimed at raising the quality of
working environments with the aim of improving their liveability and the well-being of employees, a new
management system compliant with recognized standards (ISO 45001) was also launched in 2021, having as
its perimeter all processes relating to managed real estate assets for office and mixed use.
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Golden Power
The issuing of the so-called “Golden Power” Decrees, with reference primarily to Legislative Decree no.
21/2012, aimed at attributing to the State special powers on corporate structures in the sectors of Defense and
National Security, as well as for activities of strategic importance, in the specific Telecommunications sector,
affects the public-private relationship, enriching the value of technological assets and services included in the
Golden Power perimeter due to the institutional purpose pursued. This could, on the one hand, limit TIM's
autonomy in carrying out its activities in the area of strategic services, but on the other hand, TIM, as a
strategic operator, can guarantee advantages to its shareholders by making any change of control of TIM more
complex, thus protecting investments and guaranteeing a higher level of security of strategic assets and
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) in the provision of
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).
Failure to comply with these obligations, provided that the facts do not constitute a crime, shall result in the
imposition of administrative fines of up to twice the value of the transaction, but in no case less than 1% of the
company's turnover or the cumulative turnover of the companies involved in the last financial year for which
the budget was approved.
The regulatory architecture relating to TIM led to the issuing of the Prime Ministerial Decrees of October 16 and
November 2 in 2017.
With the ruling of October 16, 2017, the Prime Minister exercised the special powers provided for in article 1 of
Legislative Decree no. 21/2012 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 is imposed 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), as well as the establishment of a Security Organization unit. The
latter, directed by the Security Officer, is responsible for activities relevant to national security and is involved in
all decision-making processes relating to strategic activities and the network.
With a ruling on November 2, 2017, the Prime Minister’s Office also exercised the special powers provided for in
article 2 of the Legislative Decree no. 21/2012, through the imposition on TIM of further requirements and
conditions with the aim of assuring suitable development plans, able to guarantee a continuity of supply of the
universal service.
In case of non-compliance or violation of the provisions and conditions imposed by the two Prime Ministerial
Decrees of 2017, the application of the sanctions referred to in Legislative Decree no. 21/2012 mentioned
above.
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.
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.
In relation to the annual plans presented by TIM in July 2022 and May 2023, the Presidency of the Council of
Ministers exercised the special powers provided for by the Art. 1-bis of Legislative Decree 21/2012, through the
imposition of specific requirements in order to protect the essential interests of defense and national security.
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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 (PSNC), established by Law no. 133/2019, converting Decree
Law no. 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 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 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 to comply with regulatory obligations in the PSNC area for TIM entails administrative sanctions that can
reach up to 1.8 million euros. Furthermore, the use of products and services in the absence of the required
communications to the relevant authorities, or of passing the tests or in violation of the established conditions
may lead to the application of the additional administrative sanction of inability to assume management,
administration and control roles. in legal entities and businesses, for a period of three years starting from the
date of discovery of the violation. 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, 2023
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 2023 average prices)
11,677,002,855.10 euros
15,329,466,496
6,027,791,699
105,062,422
0.49%
5,934 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, 2023, supplemented by
communications received and other available sources of information (ordinary shares):
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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, 2023
At December 31, 2023, 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
Under review for upgrade
Under review for upgrade
Under review for upgrade
On November 6, 2023, Moody's placed Telecom Italia's B1 rating under review in view of a possible future
upgrade.
On November 9, 2023, Standard & Poor’s placed Telecom Italia's B+ rating under review in view of a possible
future upgrade.
On November 10, 2023, Fitch placed Telecom Italia's BB- rating under review in view of a possible future
upgrade.
TIM: NetCo disposal
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.
On November 3, 4 and 5, 2023, the Board of Directors of TIM S.p.A., at the outcome of an extensive and
thorough review, conducted with the assistance of leading financial and legal advisors, examined and
accepted the binding offer submitted on October 16, 2023 by Kohlberg Kravis Roberts & Co. L.P. ("KKR") for the
acquisition of TIM's fixed-line network assets and the equity interests held in FiberCop S.p.A. and Telenergia
S.r.l. ("NetCo"), by Optics BidCo S.p.A. (a subsidiary of KKR).
In execution of the resolutions adopted, TIM S.p.A. signed the transaction agreement with Optics BidCo which
regulates:
■
■
the contribution by TIM S.p.A. of a business unit - consisting of activities relating to the primary network,
wholesale activity and the entire shareholding in the subsidiary Telenergia Srl - in FiberCop S.p.A., a
company that already manages the activities relating to the network secondary fiber and copper, and
the simultaneous purchase by Optics Bidco of the entire shareholding held by TIM S.p.A. in FiberCop S.p.A.
itself, following the aforementioned transfer.
The transaction agreement provides that on the closing date, master services agreements will be signed,
which will regulate the terms and conditions of the services to be rendered between NetCo and TIM S.p.A.
following the completion of the transaction.
The transaction agreement also provides that the consideration for the sale of the equity interest may also be
partially paid through the transfer of part of the TIM Group's debt at the closing of the NetCo transaction (so-
called liability management). On March 6, 2024, TIM's Board of Directors resolved to grant a mandate to the
Chief Executive Officer to implement the activities necessary to carry out the debt transfer transaction by
means of a series of exchange offers, concerning certain series of bonds issued by the TIM Group and maturing
in 2026.
Report on Operations
of the TIM Group
Information for Investors 101
The completion of the transaction is expected in the summer of 2024, once the preliminary activities have
been completed and a number of conditions precedent have been satisfied (completion of the transfer of the
primary network, Antitrust authorization, authorization regarding distortive foreign subsidies); the transaction
has already obtained the authorization required by the Golden Power rules, as per the press release issued on
January 17, 2024.
When these activities are completed and the conditions precedent are fulfilled, NetCo will be classified as an
Asset held for sale in accordance with IFRS 5.
The offer values NetCo at an Enterprise value of 18.8 billion euros. Increases are also expected from the
potential transfer of part of the debt to NetCo and from earn-outs linked to the fulfilment of certain conditions
for a total value of 3.2 billion euros.
In particular, the offer assumes that at closing the price of the business unit being transferred to FiberCop is
subject to adjustment (usual for this type of operation) in relation to certain predefined parameters and
targets, such as, inter alia, the cash and debt transferred, the level of working capital, the cost recorded in the
last 12 months of transferred employees and compliance with some investment and installation objectives of
the fiber optic network.
The completion of the transaction will allow the Group a debt reduction of approximately 14 billion euros and a
solid capital structure with a ratio between net debt and EBITDA of less than 2 times (After Lease).
It should be noted that, on December 15, 2023, the Company was served an ordinary writ of summons from
the shareholder Vivendi, contesting the legitimacy of the aforementioned board resolution of 5 November
approving the aforementioned transaction. Vivendi did not make file for interim measures or ask as a matter
of urgency to inhibit the execution of the resolution and the consequent negotiations. The Company appeared
in the proceedings to contest the merits of the arguments and petitions filed by Vivendi, confirming the
legitimacy of the resolutions adopted by the Board of Directors and the agreements signed with Optics BidCo
for the transaction, which will be carried out on time and in the manner envisaged.
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, 2023 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.
Report on Operations
of the TIM Group
Information for Investors 102
RELATED-PARTY TRANSACTIONS
Pursuant to Art. 5, paragraphs 8 and 9, of Consob Regulation no. 17221 of March 12, 2010 concerning "Related-
party transactions" and subsequent amendments, in the 2023 financial year there are no transactions of
greater importance, as defined by the Art. 4, paragraph 1, letter. a) of the aforementioned regulation which
have significantly influenced the financial situation or results of the TIM Group and of TIM S.p.A..
In addition, there were no transactions concluded in 2023 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 2022 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 2023.
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.
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
of the TIM Group
Related-Party Transactions
103
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
method (2)
+/- Other expenses (income) from investments (1)
+/- Share of losses (profits) of associates and joint ventures accounted for using the equity
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
of the TIM Group
Alternative Performance Measures
104
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)
Reversal of fair value measurement of derivatives and related financial liabilities/assets
Adjusted Net Financial Debt
■ 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).
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:
+
-
Equity Free Cash Flow
Principal share of lease payments
This measure is a useful indicator of the ability to generate Free Cash Flow.
Report on Operations
of the TIM Group
Alternative Performance Measures
105
TIM S.p.A.
2023
KEY OPERATING AND FINANCIAL DATA
Revenues
12,140 millions of euros
EBITDA
EBITDA MARGIN
EBITDA ADJUSTED AFTER LEASE
2,002
millions
of euros
21.8%
organic
excluding non
recurrent
2,123
millions
of euros
NET FINANCIAL DEBT CARRYING AMOUNT
21,664 millions
of euros
ADJUSTED NET FINANCIAL DEBT - AFTER LEASE
18,046millions
of euros
CAPITAL EXPENDITURES & LICENSES
1,663 millions
of euros
HEADCOUNT AT YEAR END
32,951 numbers
REVIEW OF KEY OPERATING AND FINANCIAL
DATA - TIM S.P.A.
Main changes in the corporate structure
During 2023, the main corporate transactions were as follows:
■ TIM Servizi Digitali S.p.A.: On August 4, 2023 TIM S.p.A. sold 100% of the share capital of the company TIM
Servizi Digitali S.p.A. to the company Nextaly Srl.;
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 29.9% 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;
■ 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.
Report on Operations
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Review of key operating and financial data of
TIM S.p.A.
107
Non-recurring events
In 2023 and 2022, 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 and other charges
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)
Gains/losses on disposals of non-current assets
Gains on disposals of non-current assets
Impact on Operating profit (loss) (EBIT)
Non-recurring events for the year 2023 included:
2023
2022
—
—
—
—
37
37
468
468
134
134
639
(2)
(2)
637
—
—
(23)
(23)
30
30
537
537
76
76
620
—
—
620
■ 37 million euros in costs for the purchase of materials and services, mainly relating to consultancy and
professional services related to corporate transactions and the management of regulatory disputes;
■ 468 million
euros
corporate
reorganization/restructuring processes related to the departures of non-managerial personnel, also
foreseen based on the application of Art. 4 of Law June 28, 2012, no. 92, as per the agreement signed by
the Company with the trade unions during the year;
expenses mainly
connected
employee
benefits
to
of
■ 134 million euros of other operating expenses mainly related to regulatory penalties, the updating of the
provision for contractual risks for onerous contracts (IAS 37) in respect of an existing multi-year
relationship, and charges related to credit management;
■ 2 million euros of capital gain on the sale of non-current assets relating to the sale of infrastructure sites.
Non-recurring events for the year 2022 included:
■ 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
corporate
reorganization/restructuring processes in application of Art. 4 of Law June 28, 2012, no. 92 and the former
Art. 41, paragraph 5bis, Legislative Decree no. 148/2015, as per the agreements signed by TIM S.p.A., during
the 2022 financial year, with the trade unions;
expenses mainly
connected
employee
benefits
to
of
■ 76 million euros of other operating costs mainly relating to provisions for disputes, settlements, regulatory
sanctions and potential liabilities related to them.
Report on Operations
of TIM S.p.A.
Review of key operating and financial data of
TIM S.p.A.
108
Operating Performance
(million euros)
2023
2022
% Change
organic
excluding
non-
recurring
(a)
(b)
(a - b)/b
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)
(1)
(1)
(1)
(1)
(1)
(1)
12,140
12,098
2,002
16.5%
(758)
(6.2%)
(995)
1,663
2,086
17.2%
(649)
(5.4%)
(3,077)
1,744
12.31.2023
(a)
12.31.2022
(b)
21,664
21,149
32,951
22,139
21,709
35,524
0.3
(2.4)
(0.6)pp
—
(0.8)pp
(0.6)
0.3
(4.0)
(0.7) pp
16.8
(0.8) pp
(67.7)
(4.6)
Change Amount
(a-b)
(475)
(560)
(2,573)
(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 has 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);
■ 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.
Starting from the 2021 financial year, some multi-year contracts for the offer of multimedia content and a
connectivity agreement have shown a negative overall margin throughout the entire contractual duration,
with the need to make provisions for the registration of a Risk Fund contractual for onerous contracts for the
residual duration periods of the agreements. The residual value of the Risk Provision and the forecasts of the
overall contractual margin are periodically reviewed, in order to confirm or update the initial estimates and the
residual amount of the Provision itself.
The use of the Provision for contractual risks for onerous contracts 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).
The Provision for contractual risks for onerous contracts at December 31, 2023 came to 177 million euros.
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)
2023
2,002
2,641
(98)
2022
2,086
2,706
(346)
2,360
2,543
Report on Operations
of TIM S.p.A.
Review of key operating and financial data of
TIM S.p.A.
109
The amount of 98 million euros is the negative margin, for which the provision was used.
From a financial viewpoint, the negative margin covered by the Risks Provision has an equal impact on the Net
Financial Position and cash flows.
With reference to the multi-year contracts, 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.
Revenues
2023 revenues came to 12,140 million euros (12,098 million euros in 2022), with an increase of 42 million euros
or +0.3%.
Revenues from stand-alone services amounted to 10,324 million euros (-62 million euros compared to 2022, -
0.6%) and reflect the impacts of the competitive context on the customer base as well as the effects deriving
from the new marketing model which entailed, starting from the fourth quarter of 2022, the elimination of the
so-called "activation fee";
In detail:
■
■
revenues from stand-alone services in the Fixed market amounted to 7,823 million euros, with a positive
change of 42 million euros compared to 2022 (+0.5%), thanks mainly to the growth in revenues from ICT
solutions and multimedia revenues partially offset by the decrease in accesses and the negative change in
the aforementioned activation fees;
revenues from stand-alone Mobile market services came to 2,939 million euros, down by 119 million
euros compared to 2022 (-3.9%), mainly due to the reduction in the customer base connected with Human
lines and ARPU levels.
Handset and Bundle & Handset revenues, including the change in work in progress, amounted to 1,815 million
euros in 2023, an increase of 104 million euros compared to 2022, mainly due to the sale of infrastructure to
FiberCop and the sale of spectrum/fiber in the Wholesale segment.
Revenues by customer segment/area of activity, starting from this financial statement, are shown consistently
with the areas of responsibility and with the relative focus of the reference market. Consequently, the
comparative data of previous year has been restated. Details of revenues are therefore set out below, broken
down as follows: Consumer and Small Medium Business, Enterprise, Wholesale Market, Other, complete with
the analytical description of the reference perimeter, as currently represented for the purposes of internal
analyses.
■ Consumer and Small Medium Business (SMB). The reference perimeter is made up of the set of telephone
and internet services and products managed and developed in Landline and Mobile for individuals and
families (from public telephony, from caring activities and administrative management of customers) and for
customers of SMEs (Small and Medium Enterprises), SOHO (Small Office Home Office) and MVNOs.
(million euros)
Consumer and Small Medium Business revenues
Service revenues
Handset and Bundle & Handset revenues
In particular:
2023
5,820
5,315
505
2022
6,091
5,539
552
Changes
(271)
(224)
(47)
•
revenues from stand-alone services in the mobile market amount to 2,365 million euros and record a
reduction of 81 million euros (-3.3%) compared to 2022, mainly attributable to the competitive
dynamics and the contraction in revenues from incoming traffic for the progressive reduction of
interconnection tariffs;
• Revenues from stand-alone services in the fixed market amounted to 2,967 million euros, down 151
million euros (-4.8%) compared to 2022, mainly due to the reduction in ARPU levels and the smaller
customer base.
Handset and Bundle & Handset revenues of the Consumer and SMB segment amounted to 505 million
euros, down 47 million euros compared to 2022; the change is mainly connected to the progressive
slowdown of the mobile terminal market.
Report on Operations
of TIM S.p.A.
Review of key operating and financial data of
TIM S.p.A.
110
■ Enterprise. The reference perimeter consists of the set of connectivity services and products and ICT
solutions managed and developed for Top, Public Sector and Large Account customers.
(million euros)
Enterprise revenues
Service revenues
Handset and Bundle & Handset revenues
In particular:
2023
2,983
2,708
275
2022
2,805
2,533
272
Changes
178
175
3
•
•
Revenues from stand-alone services in the mobile market amounted to 490 million euros, an
increase of 4 million euros (+0.8%) compared to 2022;
revenues from stand-alone services in the Fixed market amounted to 2,271 million euros, with an
increase of 170 million euros (+8.1%) compared to 2022, mainly due to the increase in revenues from
ICT services.
■ Wholesale Market. The segment consists of the management and development of the portfolio of
regulated and unregulated wholesale services for Landline and Mobile telecommunications operators in the
domestic market.
The Wholesale Market segment recorded revenues of 1,808 million euros in 2023, an increase of 57 million
euros compared to 2022 (+3.3%), mainly thanks to the growth in revenues relating to solutions for mobile
operators which is accompanied by a strategy for rationalizing voice revenues.
■ Other. The revenues of the Other segment for 2023 amounted to 1,529 million euros, an increase of 78
million euros compared to 2022. It should be noted that the item includes, starting from 2022, revenues
from the subsidiary FiberCop, mainly relating to the sale of infrastructure and network maintenance
services.
EBITDA
EBITDA in 2023 was 2,002 million euros (2,086 million euros in 2022), with an EBITDA margin of 16.5%, down
0.7 percentage points on 2022 (17.2%).
Organic EBITDA - net of the non-recurring items - amounted to 2,641 million euros; the EBITDA margin was
21.8% (22.4% in 2022) and records a reduction of 65 million euros compared to 2022. In 2023 TIM S.p.A.
recorded non-recurring net charges of 639 million euros in total (620 million euros in 2022).
Non-recurring charges include, among others, charges connected to corporate reorganisation/restructuring,
provisions for onerous contracts, regulatory sanctions, charges connected to credit management, consultancy
and professional services relating to corporate operations and the management of regulatory disputes. 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, 2023.
Organic EBITDA excluding the effect of the use of provisions for onerous contracts for 2023 was equal to
2,543 million euros.
Organic EBITDA, net of the non-recurring items, is calculated as follows:
(million euros)
2023
EBITDA
Non-recurring expenses (Income)
ORGANIC EBITDA - excluding Non-recurring items
2,002
639
2,641
2022
2,086
620
2,706
Changes
absolute
%
(84)
19
(65)
(4.0)
3.1
(2.4)
Report on Operations
of TIM S.p.A.
Review of key operating and financial data of
TIM S.p.A.
111
The following elements also affected EBITDA:
■ 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
2023
22
33
39
31
51
5
46
227
2023
863
566
1,482
111
1,187
632
3,019
7,860
64.7
2022
26
23
36
32
68
1
59
245
2022
911
655
1,344
110
1,159
486
2,937
7,602
62.8
Change
(4)
10
3
(1)
(17)
4
(13)
(18)
Change
(48)
(89)
138
1
28
146
82
258
1.9 pp
The item Acquisition of goods and services recorded an increase of 258 million euros, mainly due to higher
commercial and advertising costs and lease and rental costs (especially rental costs of software licenses).
The item includes a non-recurring component amounting to 37 million euros, mainly relating to consultancy
and professional services connected to corporate transactions and the management of regulatory disputes.
■ Employee benefits expenses
(million euros)
Ordinary employee expenses and costs
Restructuring expenses and allocations to employee and other
provisions
Total employee benefits expenses
2023
1,909
468
2,377
2022
2,041
537
2,578
Change
(132)
(69)
(201)
Employee benefits expenses were reduced by 201 million euros compared to 2022; The main factors that
drove this change were:
•
a decrease of 132 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 -2,329 employees,
of whom an average of -414 deriving from the application of the Expansion Contract by the Company;
• decrease of 69 million euros in corporate restructuring expenses; as at December 31, 2023, charges
totaling 468 million euros have been incurred, mainly related to personnel departures expected based
on the application of the Art. 4 of Law June 28, 2012, no. 92, as per the agreement signed by TIM S.p.A.
with the Trade Unions during the year.
The headcount at December 31, 2023 amounted to 32,951 employees (35,524 at December 31, 2022), a
decrease of 2,573.
Report on Operations
of TIM S.p.A.
Review of key operating and financial data of
TIM S.p.A.
112
■ Other operating expenses
(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
2023
111
56
42
48
32
9
138
436
2022
115
118
43
55
24
10
55
420
Change
(4)
(62)
(1)
(7)
8
(1)
83
16
Other operating expenses for the 2023 financial year increased by 16 million euros, in particular the change in
Other expenses was mainly related to regulatory sanctions.
The item includes a non-recurring component equal to 134 million euros (in 2022 the non-recurring component
amounted to 76 million euros), mainly attributable to regulatory sanctions, provisions for onerous contracts
and charges related to credit management.
Depreciation, amortization and capital expenditures
depreciation and amortization in 2023 came to 2,743 million euros (2,759 million euros in 2022) and are as
follows:
(million euros)
Amortization of intangible assets with a finite useful life
Depreciation of tangible assets
Amortization of rights of use assets
Total
Change
16
(41)
9
(16)
2023
1,046
1,229
468
2,743
2022
1,030
1,270
459
2,759
The main aspects are listed below:
■
■
the amortization of intangible assets amounted to 1,046 million euros and increased by 16 million euros
compared to the 2022 financial year, mainly following the start of the amortization process of the license
for the 34-36 MhZ band, acquired in 2022 by operator OpNet (formerly Linkem), as well as the
commissioning of 5G 700 MHz licenses starting from June 2022. The increase in amortization resulting
from the licenses acquired (a total of approximately 28 million euros) was partially offset by lower
amortizations on software application developments and on television broadcasting rights (-12 million
euros);
the depreciation of tangible assets owned is equal to 1,229 million euros and shows a decrease of 41
million euros compared to 2022, attributable to the dynamics of investments and exercisability. The lower
depreciation refers mainly to the following items:
• UMTS and LTE transmission equipment (-31 million euros);
• NGAN FTTC equipment (-23 million euros);
•
autoswitches (-11 million euros);
• UMTS RNC systems (-6 million euros);
• workstations and OSS & BSS hardware management systems (-5 million euros);
•
The lower depreciation on the items indicated is partially offset by higher depreciation mainly relating to:
•
•
5G and Multistandard access equipment (+19 million euros);
copper network, following the acceleration of amortisation for the switch-off planned for 2030 (+12
million euros);
video communication (+3 million euros);
rented mobile terminals (+3 million euros);
equipment and fixed social telephony (+4 million euros);
adjustment of the provision for restoration costs (-2 million euros).
•
•
•
■
the amortization of rights of use on third-party assets amounted to 468 million euros and increased by 9
million euros compared to 2022, mainly following the increase in rights of use mainly related to the
extension of the duration of property leases.
Report on Operations
of TIM S.p.A.
Review of key operating and financial data of
TIM S.p.A.
113
Capital expenditures totaled 1,663 million euros (1,744 million euros in financial year 2022), with a reduction of
81 million euros. They are so broken down as follows:
(million euros)
Investments in intangible assets with a finite useful life
Investments in tangible assets
Investments in rights of use assets
Total
2023
617
989
57
1,663
2022
776
899
69
1,744
Change
(159)
90
(12)
(81)
Investments in intangible assets recorded a decrease of 159 million euros, mainly as a result of fewer license
acquisitions (-70 million euros following the acquisition of the 34-band licenses from the operator OpNet ex
Linkem, which took place in 2022). 36 MHz); lower investments in OSS&BSS systems (-32 million euros) and in
data switching (-2 million euros); less work in progress for approximately 57 million euros essentially due to
lower investments in licenses, digital and system transformation projects and IT running.
Investments in tangible assets and rights of use on third-party assets recorded an overall increase of 78
million euros, of which 90 million euros were attributable to investments in tangible assets, mainly attributable
to greater acquisitions of network materials in plant warehouses and to greater investments ongoing related
to the development of the NRRP tenders; there was also a 12 million euros decrease in investments in rights of
use of third-party assets, mainly due to lower infrastructure investments.
Gains (losses) on disposals of non-current assets
The item was negative for 17 million euros in 2023 (positive for 24 million euros in 2022); in particular we note:
■ capital losses of 21 million euros, mainly resulting from the disposal of Base Radio Stations, the sale of
equipment and the impacts resulting from the decommissioning and asset modernization project;
■ capital gains of 4 million euros relating to the sale of infrastructure sites and the early termination of lease
contracts.
Impairment reversals (losses) on non-current assets
The item is almost nil in 2023 (as well as in 2022).
In preparing the Financial Statements for 2023, 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, 2023 of TIM S.p.A.
EBIT
EBIT in the financial year 2023 was negative 758 million euros (negative 649 million euros in the financial year
2022). EBIT for 2023 reflects the negative impact of non-recurring net charges of 637 million euros (620 million
euros in 2022).
Organic EBIT, net of the non-recurring items, was negative for 121 million euros (negative for 29 million euros
in 2022).
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, 2023 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)
EBIT
Non-recurring expenses (Income)
ORGANIC EBIT - excluding Non-recurring items
2023
(758)
637
(121)
2022
(649)
620
(29)
Changes
absolute
%
(109)
17
(92)
16.8
2.7
—
Report on Operations
of TIM S.p.A.
Review of key operating and financial data of
TIM S.p.A.
114
Income (expenses) from investments
This item, amounting to 911 million euros (408 million euros in 2022), is broken down as follows:
(million euros)
Dividends
Other income and gains on disposals of investments
Other income from investments
Capital losses and impairment losses on financial assets
Sundry expenses from investments
Total
In particular, we report:
2023
1,087
—
—
(176)
—
911
2022
113
313
—
(18)
—
408
Change
974
(313)
—
(158)
—
503
■ dividends mainly related to the subsidiaries Telecom Italia Finance (988 million euros) and FiberCop (84
million euros) and the associate Daphne 3 (12 million euros). In 2022, dividends mainly related to the
subsidiary Telecom Italia Finance (54 million euros) and the associate Daphne 3 (57 million euros).
■ net capital gains on sales of investments were not present in 2023. In 2022, they referred to the mentioned
sale of 41% of the share capital of the holding Daphne 3 to a consortium of investors led by Ardian.
■ Capital losses and impairment losses on financial assets refer to:
•
•
•
144 million euros for the write-down of the equity investments in the subsidiaries Telecom Italia
Sparkle S.p.A. and Olivetti S.p.A. Società Benefit and in the associated company Italtel S.p.A.;
12 million euros to the provision for charges on investee companies in connection with the subsidiaries
Olivetti S.p.A. Società Benefit and TI Latam Participações e Gestão Administrativa Ltda;
for the remaining portion to the sale of the equity investment in the subsidiary TIM Servizi Digitali.
In 2022, capital losses and impairment losses referred mainly to the impairment of investment in the
subsidiary Tim Servizi Digitali.
Finance income (expenses), net
Finance income (expenses) showed a net expense of 1,194 million euros (negative for 993 million euros in
2022). The increase is essentially attributable to the dynamics of interest rates and the greater debt exposure.
The item consists of:
(million euros)
Finance income
Finance expenses
Total net finance income (expenses)
2023
999
(2,193)
(1,194)
2022
1,415
(2,408)
(993)
Change
(416)
215
(201)
Income tax expense
In 2023, there was a tax benefit of 46 million euros (an expense of 1,843 million euros in 2022); the item mainly
reflects the net balance of the tax consolidation benefit only partially offset by the deferred tax charge. In 2022
the item mainly reflected the impact, equal to 1,964 million euros, deriving from the exercise of the option to
revoke the goodwill realignment.
In the 2023 financial statements, no deferred tax assets were recognized for tax losses for the year and
previous years, in consideration of the assessment regarding the temporal distribution of the recoverability of
TIM S.p.A.'s deferred tax assets.
Further details are provided in the Note “Income tax expense (current and deferred)” of the Separate Financial
Statements at December 31, 2023 of TIM S.p.A.
Profit (loss) for the year
The profit (loss) for the year 2023 was negative in the amount of 995 million euros (negative in the amount of
3,077 million euros in 2022) and was negatively affected by non-recurring net charges of 673 million euros
(2,281 million euros in 2022).
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, 2023 of TIM S.p.A..
Report on Operations
of TIM S.p.A.
Review of key operating and financial data of
TIM S.p.A.
115
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
12.31.2023
12.31.2022
Change
43,470
12,064
4,578
6,561
3,271
16,590
406
6,499
4,759
42
1,698
—
49,969
13,156
22,578
14,235
49,969
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
(504)
—
(445)
(276)
83
189
(55)
92
273
8
(189)
—
(412)
(1,096)
(824)
1,508
(412)
■ Goodwill: unchanged from December 31, 2022; For further details, please refer to Note 3 "Goodwill" in the
separate financial statements of TIM S.p.A. as at December 31, 2023.
■
Intangible assets with a finite useful life: reduced by 445 million euros, from 5,023 million euros at the
end of 2022 to 4,578 million euros at December 31, 2023, as the balance between the following items:
•
•
capex (+617 million euros);
amortization charge for the year (-1,046 million euros);
• disposals, reclassifications and other changes (-16 million euros).
■ Tangible assets: decreased by 276 million euros, representing the sum of the following:
•
•
capex (+989 million euros);
amortization charge for the year (-1,229 million euros);
• disposals, reclassifications and other changes (-36 million euros).
■ Rights of use assets (mainly relating to real estate leases, network connectivity and telecommunications
infrastructure, etc.): increased by 83 million euros, representing the sum of the following:
•
•
•
investments (+57 million euros);
increases in leasing contracts (+533 million euros) mainly related to theassessment of the duration of
real estate leases, which led to an extension of some of them with a consequent increase in usage
rights and financial liabilities of about 380 million euros;
amortization charge for the year (-468 million euros);
• disposals, reclassifications and other changes (-39 million euros).
■ Deferred tax assets: decreased by 55 million euros compared to December 31, 2022.
Report on Operations
of TIM S.p.A.
Review of key operating and financial data of
TIM S.p.A.
116
Equity
Equity amounted to 13,156 million euros, down by 1,096 million euros compared to December 31, 2022 (14,252
million euros). The changes in equity over 2023 and 2022 are detailed in the following table:
(million euros)
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
12.31.2023
14,252
(995)
—
6
(99)
12.31.2022
16,564
(3,077)
—
6
52
14,252
13,156
707
(8)
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
Advance received on NRRP contributions
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
Financial investments
Dividends flow
Increases in lease contracts
Financial expenses, income taxes and other net non-operating
requirements flow
Reduction /(Increase) in net financial debt carrying amount
2023
2,002
(1,663)
396
(5)
(162)
239
—
324
(290)
758
(130)
1,073
8.8
7
—
(33)
1,087
(533)
(1,126)
475
2022
2,086
(1,744)
(1,654)
(28)
(205)
344
(1,738)
(27)
144
—
(329)
(1,497)
(12.4)
1,283
—
(46)
112
(321)
267
(202)
Change
(84)
81
2,050
23
43
(105)
1,738
351
(434)
758
199
2,570
21.2
(1,276)
—
13
975
(212)
(1,393)
677
Report on Operations
of TIM S.p.A.
Review of key operating and financial data of
TIM S.p.A.
117
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
2023
475
85
560
471
—
33
—
1,064
2022
(202)
(895)
(1,097)
261
1,805
(1,232)
1
(262)
Change
677
980
1,657
210
(1,805)
1,265
(1)
1,326
The increase in net operating free cash flow in 2023 compared to 2022 (+2,570 million euros) is mainly
attributable to the change in net operating working capital (+2,050 million euros, of which 1,738 million euros
was due to the payment in the previous year of the last instalment of the 5G licence) and the collection of the
advance on NRRP contributions (+758 million euros).
In addition to what has already been described with reference to EBITDA, the following flows particularly
impacted the change in net financial debt during the year.
Capex flow
Capex totaled 1,663 million euros (1,744 million euros in 2022), with a decrease of 81 million euros, mainly
determined by lower investments in intangible assets (159 million euros) and in rights of use assets (12 million
euros), ony partially offset by greater investments in tangible assets (90 million euros).
Advance received on NRRP contributions
In August 2022, TIM signed agreements with Infratel (“Distributing Entity”), relating to the award of three
infrastructure tenders in the sector, for public grants to finance investment projects concerning the
construction of new telecommunications infrastructure and related access equipment.
During 2023, TIM collected a total of 758 million euros for the advance of funds under the National Recovery
and Resilience Plan (NRRP) in relation to three infrastructure tenders (of which 488 million euros financial
receivables received on January 2, 2024).
For further details, please refer to Note 15 "Net financial debt" of the separate financial statements as of
December 31, 2023 of TIM S.p.A..
Sale of investments and other disposals flow
It amounts to 7 million euros and mainly refers to the sale of tangible and intangible assets. In 2022, it was
positive at €1,283 million and mainly related to the sale of 41% of Daphne 3, which holds a 29.9% stake in
Infrastrutture Wireless Italiane (“INWIT”), to a consortium of investors led by Ardian.
Financial investments flow
It amounts to 33 million euros and mainly refers to payments into participation accounts in favor of the
associated companies Polo Strategico Nazionale (19 million euros) and TIMFin (10 million euros). In 2022, this
amounted to 46 million euros and mainly refers to the acquisition of the investment in the associate Italtel (10
million euros), 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).
Increases in lease contracts
This item, amounting to 533 million euros (321 million euros in 2022), is broken down as follows. Increases in
lease contracts include the higher value of user rights entered following new lease contracts payables,
increase of lease payments and renegotiations of existing contracts. In 2023, the assessment of the duration of
property leases had a significant impact.
Share capital increases/reimbursements, including incidental costs
There were none in 2023 (none in 2022 either).
Financial 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.
Report on Operations
of TIM S.p.A.
Review of key operating and financial data of
TIM S.p.A.
118
Sales of receivables to factoring companies
It should be noted that sales without recourse of trade receivables to factoring companies completed during
2023 resulted in a positive effect on the adjusted net financial debt at December 31, 2023 amounting to 1,082
million euros (1,147 million euros at December 31, 2022).
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
12.31.2023
(a)
12.31.2022
(b)
Change
(a-b)
9,445
8,649
2,710
20,804
3,007
2,976
467
6,450
27,254
(6)
(3,886)
(3,892)
—
(68)
(1,032)
(598)
(1,698)
(5,590)
21,664
(515)
21,149
26,403
(5,254)
3,007
1,180
433
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
(673)
(12)
110
(575)
339
(46)
8
301
(274)
2
(392)
(390)
—
(23)
(565)
777
189
(201)
(475)
(85)
(560)
(366)
(194)
339
(357)
(2)
The non-current portion of gross financial debt amounted to 20,804 million euros (21,379 million euros at the
end of 2022) and represented 76% 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.
Report on Operations
of TIM S.p.A.
Review of key operating and financial data of
TIM S.p.A.
119
Adjusted Net Financial Debt amounted to 21,149 million euros at December 31, 2023, down by 560 million
euros compared to December 31, 2022 (21,709 million euros), as a net effect of the positive operational-fiscal
dynamics (including the revenue of the NRRP funds relating to the awarding of 3 infrastructure tenders for a
total of 758 million euros, of which 488 million euros as financial receivables collected on January 2, 2024) and
the collection of dividends which were counteracted by the needs of financial management and of leasing
debts.
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)
12.31.2023
12.31.2022
Change
Net financial debt carrying amount
21,664
22,139
Reversal of fair value measurement of derivatives and related
financial liabilities/assets
Adjusted Net Financial Debt
Leases
Adjusted Net Financial Debt - After Lease
(515)
21,149
(3,103)
18,046
(430)
21,709
(3,006)
18,703
(475)
(85)
(560)
(97)
(657)
Net financial debt carrying amount amounted to 21,664 million euros at December 31, 2023, a decrease of 475
million euros compared to December 31, 2022 (22,139 million euros). The reversal of the fair value
measurement of derivatives and related financial liabilities/assets records an annual change of 85 million
euros due to the dynamics of the interest rate markets; this amount adjusts the Net financial debt carrying
amount, having no monetary effect.
Adjusted Net Financial Debt - After Lease (net of the impact of all leases) at December 31, 2023 amounted to
18,046 million euros, down by 657 million euros compared to December 31, 2022 (18,703 million euros).
Gross financial debt
Bonds
Bonds at December 31, 2023 totaled 12,452 million euros (12,786 million euros at December 31, 2022). Their
nominal repayment amount was 12,177 million euros, a decrease of 322 million euros compared to December
31, 2022 (12,499 million euros).
The change in bonds during 2023 was as follows:
New issues
(millions of original currency)
TIM S.p.A. 850 million euros 6.875%
TIM S.p.A. 400 million euros 6.875%
TIM S.p.A. 750 million euros 7.875%
TIM S.p.A. 750 million euros 7.875%
Repayments
(millions of original currency)
Telecom Italia S.p.A. 1,000 million euros 3.25%
Telecom Italia S.p.A. 375 million GBP 5.875% (a)
Telecom Italia S.p.A. 1,000 million euros 2.5%
(a) Net of 25 million GBP repurchased in June 2016.
Buybacks
Currency
Euro
Euro
Euro
Euro
Amount
850
400
750
750
Issue date
1/27/2023
4/12/2023
7/20/2023
9/28/2023
Currency
Euro
GBP
Euro
Amount
1,000
375
1,000
Repayment date
1/16/2023
5/19/2023
7/19/2023
(millions of original currency)
Telecom Italia S.p.A. 750 million euros 3.625%, maturity 1/19/2024
Telecom Italia S.p.A. 1,250 million euros 4%, maturity 4/11/2024
Currency
Euro
Euro
Amount
300
300
Buyback date
7/20/2023
7/20/2023
Report on Operations
of TIM S.p.A.
Review of key operating and financial data of
TIM S.p.A.
120
Revolving Credit Facility and Term Loan
The following table shows committed credit lines(*) available at December 31, 2023:
(billion euros)
12.31.2023
Sustainability-linked RCF - May 2026
Total
Agreed
4.0
4.0
Drawn down
—
—
12.31.2022
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 each as
defined in the contract).
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 6.22 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, 2023.
Financial assets and liquidity margin
Financial assets totaled 5,590 million euros (5,389 million euros at December 31, 2022), of which 3,429 million
euros relating to financial receivables from Group companies.
Of that total, 1,698 million euros (1,887 million euros at December 31, 2022) was classified as current financial
assets.
The available liquidity margin of TIM S.p.A. amounted to 4,598 million euros, equal to the sum of:
■
“Cash and cash equivalents” and “Current securities other than investments” for a total of 598 million
euros (1,375 million euros at December 31, 2022);
■ 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 598 million euros (1,375 million euros at December 31, 2022). 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 TIM S.p.A.
Review of key operating and financial data of
TIM S.p.A.
121
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
2023
(a)
12,140
227
12,367
(7,860)
(2,377)
(436)
8
300
2,002
(2,743)
(17)
—
(758)
911
999
(2,193)
(1,041)
46
(995)
2022
(b)
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)
Changes
(a-b)
absolute
%
42
(18)
24
(258)
201
(16)
(20)
(15)
(84)
16
(41)
—
(109)
503
(416)
215
193
1,889
2,082
0.3
(7.3)
0.2
(3.4)
7.8
(3.8)
(71.4)
(4.8)
(4.0)
0.6
—
—
(16.8)
—
(29.4)
8.9
15.6
—
67.7
Report on Operations
of TIM S.p.A.
Tables of detail – TIM S.p.A. 122
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)
2023
2022
Profit (loss) for the year
(a)
(995)
(3,077)
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
(b)
(c)
(d)
Total other components that will not be reclassified subsequently to
Separate Income Statements
(e=b+c+d)
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
(f)
(g)
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
(h)
(i= f+g+h)
Total other components of the Statements of Comprehensive Income
(k= e+i)
Total comprehensive income (loss) for the year
(a+k)
3
—
3
(8)
—
(8)
—
—
—
(5)
4
—
(1)
3
(237)
100
33
(104)
—
—
—
—
(101)
(106)
(1,101)
(2)
—
(2)
68
(16)
52
—
—
—
50
(17)
—
4
(13)
1,019
(69)
(228)
722
—
—
—
—
709
759
(2,318)
Report on Operations
of TIM S.p.A.
Tables of detail – TIM S.p.A. 123
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)
12.31.2023
(a)
12.31.2022
(b)
Changes
(a-b)
12,064
4,578
16,642
6,561
3,271
12,064
5,023
17,087
6,837
3,188
—
(445)
(445)
(276)
83
10,903
11,021
(118)
6
3,886
1,795
406
16,996
43,470
198
4,561
42
68
1,032
598
1,698
6,499
8
3,494
1,878
461
16,862
43,974
193
4,293
34
(2)
392
(83)
(55)
134
(504)
5
268
8
45
23
467
1,375
1,887
6,407
565
(777)
(189)
92
(412)
49,969
50,381
Report on Operations
of TIM S.p.A.
Tables of detail – TIM S.p.A. 124
(million euros)
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
(c)
(d)
(e)
(f=d+e)
(c+f)
12.31.2023
(a)
12.31.2022
(b)
Changes
(a-b)
11,677
(57)
11,620
575
961
13,156
18,094
2,710
472
—
254
1,048
22,578
5,983
467
7,785
—
14,235
36,813
49,969
11,677
(63)
11,614
—
6
6
2,133
(1,558)
505
456
14,252
(1,096)
18,779
2,600
631
—
517
875
23,402
5,690
459
6,578
—
12,727
36,129
50,381
(685)
110
(159)
—
(263)
173
(824)
293
8
1,207
—
1,508
684
(412)
Report on Operations
of TIM S.p.A.
Tables of detail – TIM S.p.A. 125
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
(a)
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
2023
2022
(995)
(3,077)
2,743
161
88
31
(290)
(5)
(162)
166
(8)
198
1,927
2,759
21
2,662
(337)
144
(28)
(204)
444
(452)
(589)
1,343
(1,590)
(3,582)
758
—
(33)
(1,327)
—
7
465
3,110
3
—
(46)
140
—
1,283
(2,202)
48
2,000
Cash flows from (used in) investing activities
(b)
(2,185)
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
(4,032)
(4,193)
91
—
—
—
(366)
(624)
359
(265)
—
—
(1)
—
(2,146)
(3,005)
3,364
359
(c)
(d=a+b+c)
(e)
(f=d+e)
Report on Operations
of TIM S.p.A.
Tables of detail – TIM S.p.A. 126
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 purchase of intangible, tangible and
rights of use assets
Total purchase 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
2023
(617)
(989)
(590)
(2,196)
606
(1,590)
2023
101
(1,781)
749
1,087
2023
1,375
(1,016)
359
598
(863)
(265)
2022
(776)
(899)
(390)
(2,065)
(1,517)
(3,582)
2022
233
(1,384)
556
113
2022
3,558
(194)
3,364
1,375
(1,016)
359
The additional disclosures required by IAS 7 are provided in the Note “Net financial debt” to these Separate
Financial Statements of TIM S.p.A. as of December 31, 2023.
Report on Operations
of TIM S.p.A.
Tables of detail – TIM S.p.A. 127
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)
2023
2,641
(518)
2,123
2022
2,706
(495)
2,211
Changes
absolute
%
(65)
(23)
(88)
(2.4)
4.6
(4.0)
ADJUSTED NET FINANCIAL DEBT AFTER LEASE TIM S.p.A.
(million euros)
Adjusted Net Financial Debt
Leases
Adjusted Net Financial Debt - After Lease
12.31.2023
21,149
(3,103)
18,046
12.31.2022
21,709
(3,006)
18,703
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
2023
1,064
(375)
689
2022
(262)
(381)
(643)
Change
(560)
(97)
(657)
Change
1,326
6
1,332
Report on Operations
of TIM S.p.A.
After Lease Indicators - TIM S.p.A. 128
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
2022
2023
(3,077)
(995)
Equity at 12.31
2023
13,156
2022
14,252
1,839
690
18,034
18,876
—
160
—
—
—
(1)
—
(2,443)
(7)
6
—
(32,498)
(33,113)
32
9,711
9,564
—
(12,064)
(12,064)
—
16,992
16,941
(17)
16
—
(495)
(141)
67
9
227
56
—
(32)
55
379
231
56
(107)
(22)
68
(1,441)
(2,925)
13,646
15,061
334
271
3,867
3,664
(1,107)
(2,654)
17,513
18,725
Report on Operations
of TIM S.p.A.
Reconciliation of Consolidated Equity
129
CORPORATE BOARDS AS OF DECEMBER 31, 2023
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.
On September 29, 2022, Luca De Meo stood down (having already relinquished the role of member of the
Nomination and Remuneration Committee on March 23, 2022). Franck Cadoret resigned on November 16,
2022. On November 30 and December 15, 2022 respectively, Giulio Gallazzi (Independent Director) and
Massimo Sarmi were coopted to replace them, confirmed in their roles by the Shareholders' Meeting of April
20, 2023. On January 16, 2023, Arnaud Roy de Puyfontaine tendered his resignation from the office of Board
director. On June 14, 2023, Alessandro Pansa was coopted to replace him, and will remain in office until the
next Shareholders' Meeting.
On January 18, 2024, the Board of Directors of the Company, after reviewing the position of the Chairman,
concluded that the reasons that led to the declaration of his non-independence are no longer valid and
confirmed his independence in accordance with the laws and regulations.
At December 31, 2023, the Board of Directors of TIM S.p.A. 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)
Alessandro Pansa
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, 2023:
■ Control and Risk Committee, made up of the Directors: Federico Ferro Luzzi (Chairman), Paolo Boccardelli,
Paola Bonomo, Marella Moretti and Ilaria Romagnoli;
■ Nomination and Remuneration Committee, made up of the Directors: Paola Bonomo (Chairman), Paola
Camagni, Maurizio Carli and Paola Sapienza;
■ Related Parties Committee, made up 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.
Report on Operations
of TIM S.p.A.
Corporate Boards as of December 31, 2023 130
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 Auditors
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 TIM S.p.A.
Corporate Boards as of December 31, 2023 131
MACRO-ORGANIZATION CHART AS AT
DECEMBER 31, 2023
Report on Operations
of TIM S.p.A.
Macro-Organization Chart as at December 31, 2023 132
TIM GROUP
CONSOLIDATED
FINANCIAL
STATEMENTS
CONTENTS
TIM GROUP CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Financial Position ......................................... 135
Separate Consolidated Income Statement................................................. 137
Consolidated Statements of Comprehensive Income .............................. 138
Consolidated Statements of Changes in Equity ........................................ 139
Consolidated Statements of Cash Flows .................................................... 140
142
Note 1 Form, content and other general information ..............................................................................
Note 2 Accounting policies .......................................................................................................................
144
Note 3 Scope of consolidation .................................................................................................................
159
Note 4 Business combinations .................................................................................................................
161
Note 5 Goodwill ..........................................................................................................................................
162
Note 6 Intangible assets with a finite useful life ....................................................................................
165
Note 7 Tangible assets ..............................................................................................................................
167
Note 8 Rights of use assets ......................................................................................................................
169
Note 9 Investments ...................................................................................................................................
170
Note 10 Non-current and current financial assets ................................................................................
173
Note 11 Miscellaneous receivables and other non-current assets ......................................................
175
Note 12 Income tax expense (current and deferred) ............................................................................
177
Note 13 Inventories ....................................................................................................................................
180
Note 14 Trade and miscellaneous receivables and other current assets ..........................................
181
Note 15 Equity ............................................................................................................................................
183
Note 16 Non-current and current financial liabilities ............................................................................
186
Note 17 Net financial debt ........................................................................................................................
191
Note 18 Financial risk management .......................................................................................................
195
Note 19 Derivatives ....................................................................................................................................
199
Note 20 Supplementary disclosures on financial instruments ............................................................
204
Note 21 Employee benefits.......................................................................................................................
209
Note 22 Provisions .....................................................................................................................................
211
Note 23 Miscellaneous payables and other non-current liabilities .....................................................
212
Note 24 Trade and miscellaneous payables and other current liabilities ..........................................
213
Note 25 Disputes and pending legal actions, other information, commitments and guarantees.
215
Note 26 Revenues ......................................................................................................................................
230
Note 27 Other income ...............................................................................................................................
230
Note 28 Acquisition of goods and services .............................................................................................
230
Note 29 Employee benefits expenses .....................................................................................................
231
Note 30 Other operating expenses .........................................................................................................
232
Note 31 Internally generated assets .......................................................................................................
232
Note 32 Depreciation and amortization .................................................................................................
233
Note 33 Gains/(losses) on disposals of non-current assets .................................................................
233
Note 34 Impairment reversals (losses) on non-current assets............................................................
234
Note 35 Other income (expenses) from investments ..........................................................................
234
Note 36 Finance income and expenses ..................................................................................................
235
237
Note 37 Profit (loss) for the year ....................................................................................................................
Note 38 Earnings per share ......................................................................................................................
238
Note 39 Segment reporting ......................................................................................................................
240
Note 40 Related-party transactions ........................................................................................................
243
Note 41 Equity compensation plans .......................................................................................................
253
Note 42 Significant non-recurring events and transactions ................................................................
257
Note 43 Positions or transactions resulting from atypical and/or unusual operations ...................
258
Note 44 Other information .......................................................................................................................
258
261
Note 45 Events subsequent to December 31, 2023 ...................................................................................
Note 46 List of companies of the TIM Group .........................................................................................
262
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
notes 12.31.2023 of which
with
related
parties
12.31.2022 of which
with
related
parties
19,170
7,122
26,292
5)
6)
7)
14,692
8)
5,515
537
140
112
1,103
2,187
701
4,780
51,279
—
—
—
—
51
—
—
64
—
2
—
—
—
19,111
7,656
26,767
14,100
5,488
539
116
49
1,602
2,365
769
5,440
51,795
—
—
—
—
38
—
—
1
—
1
—
—
—
345
—
322
—
4,699
191
94
—
4,539
147
162
53
69
2,571
2,912
5,645
10,880
—
—
—
10,880
62,159
—
—
—
—
—
—
—
—
—
1,600
3,555
5,224
10,232
—
—
—
10,232
62,027
81
—
11
—
—
—
—
—
—
—
—
—
9)
9)
10)
10)
11)
12)
13)
14)
10)
(a)
(b)
(a+b)
TIM Group Consolidated
Financial Statements
Consolidated Statements of Financial Position 135
Equity and liabilities
(million euros)
Equity
Share capital issued
less: Treasury shares
Share capital
Additional paid-in capital
12.31.2023 of which
with
related
parties
12.31.2022 of which
with
related
parties
notes
15)
11,677
—
11,677
—
(57)
11,620
575
1,451
13,646
3,867
17,513
21,284
4,743
511
83
679
1,326
28,626
5,771
838
9,384
27
16,020
—
—
—
16,020
44,646
62,159
—
—
—
—
—
—
—
—
2
—
—
—
19
2
3
123
—
—
—
—
—
—
—
(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
—
—
—
—
—
—
—
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
(d)
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
16)
16)
21)
12)
22)
23)
16)
16)
24)
12)
of a financial nature
of a non-financial nature
Total Current Liabilities
Total Liabilities
Total Equity and Liabilities
(e)
(f=d+e)
(c+f)
TIM Group Consolidated
Financial Statements
Consolidated Statements of Financial Position 136
SEPARATE CONSOLIDATED INCOME
STATEMENT
(million euros)
notes Financial year
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)
26)
27)
28)
29)
30)
31)
42)
42)
9)
36)
36)
42)
12)
37)
42)
2023 of which
with
related
parties
356
16,296
Financial year
2022 of which
with
related
parties
171
15,788
206
(9)
213
3
16,502
(7,518)
(331)
(91)
—
—
—
(5)
—
—
—
—
—
(4)
—
(2,987)
(872)
47
538
5,710
(673)
(4,863)
(11)
—
836
(676)
(29)
53
1,095
(2,835)
(880)
(669)
(227)
(1,107)
—
(1,107)
(670)
(1,441)
334
(491)
(100)
—
—
—
16,001
(7,239)
(3,180)
(816)
22
559
5,347
(682)
(4,777)
(33)
36
—
606
(682)
23
206
1,115
—
—
—
—
—
(2,538)
(12)
—
(588)
(490)
(2,066)
(2,654)
—
(2,654)
(2,437)
(2,925)
271
Financial year 2023
Financial year 2022
Earnings per share:
38)
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
(0.07)
(0.07)
(0.07)
(0.07)
(0.14)
(0.14)
(0.14)
(0.14)
TIM Group Consolidated
Financial Statements
Separate Consolidated Income Statement 137
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
(b)
(c)
(d)
Total other components that will not be reclassified subsequently to
Separate Consolidated Income Statement
(e=b+c+d)
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
(f)
(g)
(h)
(i)
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:
(k=f+g+h+i)
(m=e+k)
(a+m)
Owners of the Parent
Non-controlling interests
Financial year
2023
Financial year
2022
(a)
(1,107)
(2,654)
3
—
3
(8)
—
(8)
—
—
—
(5)
43
(9)
(1)
33
(382)
192
45
(145)
189
—
—
189
—
—
—
—
77
72
(1,035)
(1,432)
397
(2)
—
(2)
77
(17)
60
—
—
—
58
(130)
21
4
(105)
488
(235)
(61)
192
597
—
—
597
—
—
—
—
684
742
(1,912)
(2,365)
453
TIM Group Consolidated
Financial Statements
Consolidated Statements of Comprehensive Income 138
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Changes from January 1, 2022 to December 31, 2022
(million euros)
Share
capital
Additional
paid-in capital
Equity attributable to owners of the Parent
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)
Other
reserves and
retained
earnings
(accumulated
losses),
including
profit (loss)
for the year
Share of
other
comprehens
ive income
(loss) of
associates
and joint
ventures
accounted
for using the
equity
method
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
Issue of equity
instruments
Daphne3 -
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
—
—
—
—
—
—
—
—
—
—
—
—
—
(86)
(86)
—
—
—
—
(107)
193
415
—
—
—
—
—
—
—
—
—
59
—
—
—
—
—
—
—
(2,925)
(2,365)
453
(1,912)
6
—
6
6
—
6
—
6
(1,332)
(1,332)
4
10
11,614
2,133
(58)
65
(2,085)
(71)
—
3,463 15,061
3,664
18,725
Changes from January 1, 2023 to December 31, 2023 Note 15
(million euros)
Share
capital
Additional
paid-in capital
Equity attributable to owners of the Parent
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)
Other
reserves and
retained
earnings
(accumulated
losses),
including
profit (loss)
for the year
Share of
other
comprehens
ive income
(loss) of
associates
and joint
ventures
accounted
for using the
equity
method
Total
Non-controlling
interests
Total Equity
Balance at
December 31,
2022
Changes in equity
during the year:
Dividends
approved
Total
comprehensive
income (loss) for
the year
Disposal of
treasury shares
under the LTI Plan
Equity instruments
Other changes
Balance at
December 31,
2023
11,614
2,133
(58)
65
(2,085)
(71)
—
3,463
15,061
3,664
18,725
—
—
—
—
—
—
—
—
—
(197)
(197)
—
6
—
—
—
—
—
(1,558)
36
(145)
126
(8)
—
(1,441)
(1,432)
397
(1,035)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(6)
2
1,573
—
2
15
—
—
3
—
2
18
11,620
575
(22)
(80)
(1,959)
(79)
—
3,591 13,646
3,867
17,513
TIM Group Consolidated
Financial Statements
Consolidated Statements of Changes in Equity 139
CONSOLIDATED STATEMENTS OF CASH FLOWS
(million euros)
notes
Financial year
2023
Financial year
2022
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
Contributions for plants 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(*)
(1,107)
(2,654)
4,863
4,777
(6)
148
9
2,645
(35)
(242)
29
(291)
(31)
(39)
191
(21)
243
3,944
(23)
156
(35)
(81)
484
(478)
337
4,895
(3,969)
(6,305)
758
19
(49)
3
(1,316)
(26)
(a)
(1)
(919)
969
—
11
1,278
62
(b)
(4,149)
(5,335)
241
(436)
4,037
2,288
(4,607)
(4,615)
68
—
(189)
(6)
(456)
—
(661)
3,555
18
2,912
—
(36)
2
(68)
(4)
(2,869)
—
(3,309)
6,904
(40)
3,555
—
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
(c)
(d)
(e=a+b+c+d)
(f)
(g)
(h=e+f+g)
(1) This item includes investments in marketable securities amounting to 2,342 million euros in 2023 (3,042 million eurosin 2022) and redemptions of
marketable securities amounting to 1,995 million euros in 2023 (3,924 million euros in 2022), relating to TIM S.A. and Telecom Italia Finance S.A..
TIM Group Consolidated
Financial Statements
Consolidated Statements of Cash Flows 140
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
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
notes Financial year
2023
(912)
(2,941)
(1,216)
6)
7)
8)
Financial year
2022
(1,128)
(2,828)
(953)
(5,069)
1,100
(3,969)
66
(4,909)
(1,396)
(6,305)
71
Financial year
2023
(117)
(2,103)
597
20
Financial year
2022
164
(1,668)
562
155
Financial year
2023
Financial year
2022
3,555
—
—
—
3,555
2,912
—
—
—
2,912
6,904
—
—
—
6,904
3,555
—
—
—
3,555
The supplementary disclosures required by IAS 7 are provided in Note 17 “Net financial debt”.
TIM Group Consolidated
Financial Statements
Consolidated Statements of Cash Flows 141
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, 2023, 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 2023, 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, 2023. 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 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 TIM Group consolidated financial statements as at December 31, 2023 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, 2023 of the TIM
Group was approved by resolution of the Board of Directors on March 6, 2024.
Financial statement formats
The financial statement formats adopted are consistent with those indicated in IAS 1. More specifically:
■
■
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). This indicator represents a useful unit of
measurement for assessing the operating performance of the Group (as a whole and at Business Unit level).
TIM Group Consolidated
Financial Statements
Form, content and other general information
Note 1
142
EBIT and EBITDA are calculated as follows:
Finance expenses
Finance income
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;
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 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.
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, 2022, are represented for the part relating to the
telecommunications business, on the basis of the related geographic location (Domestic and Brazil).
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.);
■ 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 the course of 2024, once the Group's transformation process aimed at overcoming the vertically integrated
model has been completed and the sale of TIM's fixed network business ("NetCo") has been completed, an
assessment will be carried out to identify the operating segments in accordance with IFRS 8, with reference to
the specific indications provided for by the standard itself (autonomy of operating flows, methods of allocating
financial resources, management reporting, etc.).
TIM Group Consolidated
Financial Statements
Form, content and other general information
Note 1
143
NOTE 2
ACCOUNTING POLICIES
Going concern
The consolidated financial statements for the business year 2023 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);
• macroeconomic changes in the Italian, European and Brazilian markets and financial market volatility
due to recessionary and inflationary risks. In particular, these risks relate to the increasing costs of raw
materials and energy, including as a result of the Russian-Ukrainian 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 policies
144
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.
TIM Group Consolidated
Financial Statements
Note 2
Accounting policies
145
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:
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 as a
provision in the statement of financial position. 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".
TIM Group Consolidated
Financial Statements
Note 2
Accounting policies
146
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.
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.
The TIM Group attracts, under the scope of application of IFRS 16, if the criteria and the requirements laid
down by the standard are met, the 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
infrastructure and optical transmission as well as
these types of contract, concerning hardware
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.
TIM Group Consolidated
Financial Statements
Note 2
Accounting policies
147
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).
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: 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 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.
TIM Group Consolidated
Financial Statements
Note 2
Accounting policies
148
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.
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;
TIM Group Consolidated
Financial Statements
Note 2
Accounting policies
149
■
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.
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 fair value of
the 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.
TIM Group Consolidated
Financial Statements
Note 2
Accounting policies
150
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 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 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.
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.
* * *
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.
On November 3, 4 and 5, 2023, the Board of Directors of TIM S.p.A., at the outcome of an extensive and
thorough review, conducted with the assistance of leading financial and legal advisors, examined and
accepted the binding offer submitted on October 16, 2023 by Kohlberg Kravis Roberts & Co. L.P. ("KKR") for the
acquisition of TIM's fixed-line network assets and the equity interests held in FiberCop S.p.A. and Telenergia
S.r.l. ("NetCo"), by Optics BidCo S.p.A. (a subsidiary of KKR).
In execution of the resolutions adopted, TIM S.p.A. signed the transaction agreement with Optics BidCo which
regulates:
■
■
the contribution by TIM S.p.A. of a business unit - consisting of activities relating to the primary network,
wholesale activity and the entire shareholding in the subsidiary Telenergia Srl - in FiberCop S.p.A., a
company that already manages the activities relating to the network secondary fiber and copper, and
the simultaneous purchase by Optics Bidco of the entire shareholding held by TIM S.p.A. in FiberCop S.p.A.
itself, following the aforementioned transfer.
The transaction agreement provides that on the closing date, master services agreements will be signed,
which will regulate the terms and conditions of the services to be rendered between NetCo and TIM S.p.A.
following the completion of the transaction.
The transaction agreement also provides that the consideration for the sale of the equity interest may also be
partially paid through the transfer of part of the TIM Group's debt at the closing of the NetCo transaction (so-
called liability management). On March 6, 2024, TIM's Board of Directors resolved to grant a mandate to the
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Chief Executive Officer to implement the activities necessary to carry out the debt transfer transaction by
means of a series of exchange offers, concerning certain series of bonds issued by the TIM Group and maturing
in 2026.
The completion of the transaction is expected in the summer of 2024, once the preliminary activities have
been completed and a number of conditions precedent have been satisfied (completion of the transfer of the
primary network, Antitrust authorization, authorization regarding distortive foreign subsidies); the transaction
has already obtained the authorization required by the Golden Power rules, as per the press release issued on
January 17, 2024.
When these activities are completed and the conditions precedent are fulfilled, NetCo will be classified as an
Asset held for sale in accordance with IFRS 5.
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, 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 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 such 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.
If the effect of the time value is material, and the payment date of the obligations can be reasonably
estimated, provisions to be accrued are the present value of the expected cash flows, taking into account the
risks associated with the obligation. The increase in the provision due to the passage of time is recognized in
the separate consolidated income statement 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
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: 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
revenue.
from
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
after the date of issue, depending on whether they relate to the mobile component (40 days) or fixed
component (60 days).
recognized
provider
content
the
as
is
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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 (smartphones and tables) and certain types of fixed-line 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.
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".
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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 estimate of expected cash flows took into account the risks
arising from climate change (as explained in the section 'Main Risks and
Uncertainties - Risks Related to Key Sustainability Issues' in the Report on
Operations), which at present do not have a significant impact on the Group's
business model. 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. The estimate of expected cash flows
took into account the risks arising from climate change (as explained in the section
'Main Risks and Uncertainties - Risks Related to Key Sustainability Issues' in the
Report on Operations), which at present do not have a significant impact on the
Group's business model. 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.
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
Provision for bad debts
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.
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.
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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
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.
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New standards and interpretations endorsed by the EU and in
force from January 1, 2023
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, 2023.
Amendments to IFRS 17 - Insurance contracts: initial application of IFRS 17 and IFRS 9
– Comparative information
On September 8, 2022, Regulation (EU) 2022/1491 was issued, incorporating certain amendments relating to
the presentation of comparative information about financial assets upon initial application of IFRS 17 Insurance
Contracts.
The amendment allows for a transition option enabling entities to apply an optional classification overlay in
the comparative period(s) presented upon the initial application of IFRS 17. The overlay allows all financial
assets, including those held with respect to assets not related to contracts within the scope of IFRS 17, to be
classified instrument by instrument in the comparative period(s) in such a way as to align with how the entity
expects those assets to be classified upon the initial application of IFRS 9. The overlay can be applied by
entities that have already applied IFRS 9 or will apply it when they apply IFRS 17.
IFRS 17, which implements the amendment, came into force for financial years beginning on or after January 1,
2023.
The adoption of these amendments had no effect on the consolidated financial statements at December 31,
2023.
Amendments to IAS 8 - Accounting Policies, Changes in Accounting Estimates and
Errors
On March 2, 2022, Regulation (EU) 2022/357 was issued, incorporating certain amendments to IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors, in which it introduces a new definition of
"accounting estimates".
In the amended standard, accounting estimates are now defined as "monetary amounts in financial
statements that are subject to measurement uncertainty”.
The amendments clarify what constitutes changes in accounting estimates and how these differ from changes
in accounting policies and corrections of errors.
The changes came into effect for financial years starting on or after January 1, 2023.
The adoption of these amendments had no effect on the consolidated financial statements at December 31,
2023.
Amendments to IAS 12 Income Taxes: Deferred tax related to assets and liabilities
arising from a single transaction
On August 11, 2022, Regulation (EU) 2022/1392 was issued, incorporating certain amendments to IAS 12
Income Taxes.
The amendments clarify how companies are
decommissioning/restoration costs.
to account
for deferred
taxes on
leases and
IAS 12 specifies how companies are to account for income taxes, including deferred taxes, which are the
amounts of taxes payable or recoverable in the future.
These amendments require entities to recognise deferred taxes on certain transactions (such as leases and
decommissioning and restoration charges) that give rise to taxable and deductible temporary differences of
the same amount at the time of initial recognition.
IAS 12 provides that, under certain circumstances, companies are exempt from reporting deferred taxes when
they recognise assets or liabilities for the first time.
The IASB has issued these limited amendments on account of the uncertainty arising through the fact that the
exemption applies to leases and decommissioning/restoration obligations.
These amendments mean that the exemption granted in the principle will not now apply to leases and
decommissioning/restoration obligations, with companies now required to recognise deferred tax assets and
liabilities in these areas.
The changes came into effect on January 1, 2023.
The adoption of these amendments had no effect on the consolidated financial statements at December 31,
2023.
Amendments to IAS 1 - Presentation of Financial Statements
On March 2, 2022, Regulation (EU) 2022/357 was issued, incorporating certain amendments to IAS 1
Presentation of Financial Statements in which guidelines and examples are provided to help entities carry out
materiality assessments for the purposes of disclosing accounting policies.
The IASB has also issued amendments to "IFRS Practice Statement 2 - Making Materiality Judgements (the
PS)" to support the amendments to IAS 1, which explain and demonstrate how the "4 step materiality process"
applies to disclosures of accounting policies.
In particular, the amendments aim to help entities provide more useful disclosures of accounting policies by:
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■
replacing the requirement for entities to disclose their "significant" accounting policies with the provision to
disclose their "material" accounting policies; and
■ adding guidance on how entities should apply the concept of "materiality" when deciding how to disclose
their accounting policies.
The changes came into effect for financial years starting on or after January 1, 2023.
The adoption of these amendments had no effect on the consolidated financial statements at December 31,
2023.
Amendments to IAS 12 Income taxes: International Tax Reform - 'Pillar Two Model'
Rules
On November 8, 2023, Regulation (EU) 2023/2468 was issued, incorporating certain amendments to IAS 12
Income Taxes: International Tax Reform - 'Pillar Two Model' rules. The amendments introduce:
■ a temporary exception from the obligation to account for deferred taxes arising from the implementation
of the pillar two model rules; and
■
targeted disclosure requirements for affected entities to help users of financial statements understand an
entity's exposure to Pillar Two income taxes arising from that legislation.
The amendments clarify that IAS 12 applies to income taxes arising from tax legislation implementing the
OECD’s Pillar Two model rules, which address the tax issues arising from the digitalization of the global
economy (Base Erosion and Profit Shifting - BEPS). These rules apply to multinational enterprises (MNEs) with
consolidated annual revenues of more than 750 million euros). The tax legislation in question and the income
taxes resulting from it are referred to as “Pillar Two legislation” and “Pillar Two income taxes” respectively. The
amendments introduce a mandatory exception to IAS 12 when it comes to recognising and disclosing deferred
Pillar Two income tax assets and liabilities.
This temporary exception exempts entities from accounting for deferred tax under the new and complex Pillar
Two tax legislation, giving affected parties time to assess the implications.
The temporary exception to recognising and disclosing deferred taxes and the obligation to disclose that this
exception is being used applies immediately and retroactively with respect to the issue date of the
amendments.
The disclosure of the current Pillar Two income tax liability and disclosures relating to periods before the entry
into force of the legislation is required for tax years that began on or after January 1, 2023, but is not required
for interim periods ending on or before December 31, 2023.
The TIM Group has applied the exception to the recognition and disclosure of deferred tax assets and liabilities,
therefore, the adoption of these changes had no impact on the consolidated financial statements as at
December 31, 2023.
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:
New Standards and Interpretations not yet endorsed by the EU
Amendments to IAS 7: Statements of Cash Flows and IFRS 7 Financial instruments: Supplementary
disclosures
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates
New Standards and Interpretations endorsed by the EU
Amendments to IAS 1 Presentation of Financial Statements: non-current liabilities with covenants
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
Mandatory
application starting
from
1/1/2024
1/1/2025
1/1/2024
1/1/2024
1/1/2024
Any impacts on the Group's consolidated financial statements resulting from the application of these new
Standards/Interpretations are currently being assessed; However, it is considered that they are not significant
with respect to financial and economic results.
TIM Group Consolidated
Financial Statements
Note 2
Accounting policies
158
NOTE 3
SCOPE OF CONSOLIDATION
Investments in consolidated subsidiaries
Composition of the Group
A complete list of consolidated subsidiaries is provided in Note 46 "List of companies of the TIM Group".
Scope of consolidation
The changes in the scope of consolidation at December 31, 2023 compared to December 31, 2022 are listed
below.
TIM holds a majority of the voting rights in all the subsidiaries included in the scope of consolidation.
Entry/exit/merger of subsidiaries into/out of the scope of consolidation:
Company
Entry:
TS-WAY S.r.l.
Exit:
NOOVLE SLOVAKIA S.R.O.
TIM SERVIZI DIGITALI S.p.A.
TIESSE S.c.p.A.
TIAUDIT COMPLIANCE LATAM S.A.
Mergers:
COZANI RJ INFRAESTRUTURA E REDE DE
TELECOMUNICAÇÕES S.A.
Business Unit
Month
New acquisition
Domestic
April 2023
Liquidated
Sold
Liquidated
Liquidated
Domestic
Domestic
Domestic
Other
Operations
March 2023
August 2023
October 2023
October 2023
Merged into TIM S.A.
Brazil
April 2023
The breakdown by number of subsidiaries, associates and joint ventures of the TIM Group is as follows:
Companies:
subsidiaries consolidated line-by-line
joint ventures accounted for using the equity method
associates accounted for using the equity method
Total companies
12.31.2023
Italy Outside Italy
19
2
11
32
43
—
1
44
12.31.2022
Total
62
2
12
76
Companies:
Italy Outside Italy
Total
subsidiaries consolidated line-by-line
joint ventures accounted for using the equity method
associates accounted for using the equity method
Total companies
20
2
12
34
46
—
1
47
66
2
13
81
Further details are provided in the Note "List of companies of the TIM Group".
TIM Group Consolidated
Financial Statements
Note 3
Scope of consolidation
159
Subsidiaries with a significant non-controlling interest
At December 31, 2023, the TIM Group held investments in subsidiaries, with significant non-controlling interest,
in relation to the companies FiberCop S.p.A. and the TIM Brasil 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
12.31.2023
9,991
707
10,698
3,942
966
4,908
5,790
2,432
2023
1,451
409
172
12.31.2022
9,187
515
9,702
3,376
800
4,176
5,526
2,321
2022
1,344
458
192
Aggregate cash flows generated in 2023 was positive for 92 million euros (in 2022: -37 million euros).
TIM Brasil group – Brazil Business Unit
Non-controlling interest accounted at December 31, 2023 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
12.31.2023
8,596
2,238
10,834
3,832
2,565
6,397
4,437
1,646
2023
4,412
448
175
12.31.2022
8,649
1,925
10,574
3,157
2,420
5,577
4,997
1,545
2022
3,963
289
102
Aggregate cash flows generated in 2023 amounted to +167 million euros, with a positive exchange rate effect
of 20 million euros.
TIM Group Consolidated
Financial Statements
Note 3
Scope of consolidation
160
In 2022, this was negative for 369 million euros, with a negative exchange rate difference of 45 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 control of TS-Way S.r.l.
On April 20, 2023, Telsy S.p.A. (TIM Group's Italian subsidiary engaged in cybersecurity) acquired 100% of the
share capital of TS-Way S.r.l., an Italian company specialising in cyber threat intelligence.
The business combination was recognized in the accounts as follows:
■ a consideration of 29 million euros;
■ all Assets acquired and Liabilities undertaken of the acquired company were measured for recognition at
fair value;
■
in addition to the value of the Assets acquired and Liabilities undertaken, Goodwill equal to 19 million
euros was recognized, determined as follows:
(million euros)
Valuation of the consideration
Value of assets acquired
Value of liabilities assumed
Goodwill
TS-Way S.r.l. – values at acquisition date
(million euros)
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
(a)
(b)
(c)
(a–b-c)
Present
values
at fair value
19
11
4
1
34
3
—
2
—
5
29
(a)
(b)
(a-b)
Values at fair
value
29
15
(5)
19
Carrying
amounts
—
—
4
1
4
—
—
2
—
2
2
It should also be noted that, if the acquisition of TS-Way S.r.l. had been completed by January 1, 2023, TIM
Group’s consolidated financial statements for the year ending December 31, 2023 would not have material
impacted revenues or the net income for the year attributable to owners of the Parent.
TIM Group Consolidated
Financial Statements
Note 3
Scope of consolidation
161
NOTE 5
GOODWILL
Goodwill shows the following breakdown and changes for 2022 and 2023:
12.31.2021
(million euros)
Increase
Decrease Impairments
Domestic
Brazil
Other Operations
Total
(million euros)
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
12.31.2022
Increase
Decrease Impairments
Exchange
differences
12.31.2023
18,134
977
—
19,111
19
19
40
40
18,153
1,017
—
19,170
—
—
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 2023, Goodwill increased by 59 million euros, from 19,111 million euros at the end of 2022 to 19,170 million
euros at December 31, 2022.
In particular:
■
■
the goodwill of the Domestic Cash Generating Unit increased by 19 million euros, almost entirely
attributable to the acquisition of control of TS-Way S.r.l.. For further details, please refer to Note 4
"Business combinations";
the goodwill of the Brazil Cash Generating Unit recorded positive exchange differences of 40 million euros
(the point exchange rate used for the conversion of the Brazilian real into euro (expressed in terms of units
of local currency per €1) increased from 5.56520 at December 31, 2022 to 5.34964 at December 31, 2023).
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, 2023 and 2022 can be summarized
as follows:
(million euros)
Domestic
Brazil
Other Operations
Total
12.31.2023
Accumulated
impairment
losses
(20,565)
(172)
—
(20,737)
Gross
carrying
amount
38,718
1,189
—
39,907
Net
carrying
amount
18,153
1,017
—
19,170
Gross
carrying
amount
38,699
1,143
—
39,842
12.31.2022
Accumulated
impairment
losses
(20,565)
(166)
—
(20,731)
Net
carrying
amount
18,134
977
—
19,111
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 net carrying amount of goodwill for the CGU corresponds to 5,439 million reais at
December 31, 2023 (5,439 million reais at December 31, 2022).
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
The Level 2 impairment test is done by summing the values of the Domestic and Brazil units (both expressed
at fair value).
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”.
The Domestic CGU operated in 2023 as a single unit, in 2024 the so-called 'NetCo perimeter' (Primary Network
- TIM business unit, Secondary Network - Fibercop company perimeter, Telenergia) is expected to be
separated, for which the TIM Board of Directors has accepted a binding price proposal (representing the fair
value of the perimeter to be sold). The timing of the closing is subject to the necessary authorisation paths
(Golden Power authorisation (received in January 2024) and Antitrust authorisation (in progress)) and the
implementation and completion of Process and Systems Separation activities.
TIM Group Consolidated
Financial Statements
Note 5
Goodwill
162
Therefore, the value configuration used to determine the recoverable value as at December 31, 2023 of the
Domestic CGU is the Fair Value estimated on the basis of a valuation obtained by the sum of parts between
the NetCo subCGU and the subCGU of the remaining perimeter of the Domestic CGU (the so-called ServiceCo
perimeter).
As an estimate of NetCo's recoverable value, the present value (as of December 31, 2023) of the price implicit
in the binding offer (price proposal referring to the date of June 30, 2024) by an independent party (KKR) was
assumed, and any form of earn-out was excluded from the price.
Instead, the fair value based on the income approach was taken as the estimate of ServiceCo's recoverable
value, as it was deemed to better express the value of the Group's assets (so-called market participant
perspective), also reflecting the cost interventions in view of a possible future new and 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 ServiceCo subCGU, 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 2024-
2026 Industrial Plan, which is based on the final results of 2023: (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 December 31, 2023. The expected cash flows reported in the 2024-2026 Industrial Plan
approved by the Board of Directors have been critically analysed and, with the support of expert appraisers
and industry experts, the average representativeness has been assessed. Expected average cash flows for the
2024-2026 Industrial Plan were extrapolated for an additional two years (2027-2028), thus bringing the explicit
forecast period for future cash flows to a total of five years (2024-2028). The extrapolation of data for 2027-
2028 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, cash flow at 2028 was
adjusted as necessary to take into consideration a level of long-term capital expenditure, normalized by the
effects tied to the development of innovative technology projects in place during the plan years. Additionally,
when considering the use of the 5G licence, the anticipated extra net cash flows for the licence's lifetime
beyond the five-year plan were taken into account. This approach is consistent with the need to include on one
hand the cash outflows deriving from investments to support the exploitation of the 5G licence (as per the
Industrial Plan), and on the other the positive cash flows from the incremental business component of the
licence that will develop over a broader period of time than the five years of explicit forecast.
The cost of capital used to discount projected cash flows in fair value estimates for the ServiceCo subCGU:
■ 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.
These are reported below for the Domestic subCGU:
■
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 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
(ServiceCo)
6.84 %
8.90 %
0.83 %
6.01 %
8.07 %
11.90 %
The growth rate in the terminal value “g” of the ServiceCo subCGU was estimated taking into account the
expected evolution of demand for the various business areas, overseen in terms of investments and
TIM Group Consolidated
Financial Statements
Note 5
Goodwill
163
competences also by the subsidiary Noovle. 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 sum of the parts, showed headroom of 2,107 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
+2,107
Brazil
+3,484
Therefore, in light of all the foregoing, in FY 2023, the Goodwill values recognized in the financial statements
relating to the Domestic CGU (positive difference of +2,107 million euros) and the Brazil CGU (positive
difference of +3,484 million euros) are confirmed.
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 of the Domestic CGU equal to the carrying
amount. This analysis was performed only for the ServiceCo subCGU (for which the fair value was estimated
on the basis of the income approach), as the fair value of the Domestic CGU was obtained by sum of parts
assuming the present value of the binding offer for NetCo.
The analysis shows that:
■ an increase in costs such as to lower the margins of ServiceCo (= gross operating margin/revenues) of
1.64%;
■ or a 0.72% rise in the WACC (at the value of 7.56%); or
■ a growth rate of income in terminal value of -0.16%;
■ 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 -43.04%.
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
164
NOTE 6
INTANGIBLE ASSETS WITH A FINITE USEFUL
LIFE
The item decreased by 534 million euros compared to December 31, 2022. The breakdown and movements are
as follows:
(million euros)
12.31.2021 Investments
Depreciation
and
amortization
Impairment
(losses) /
reversals
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
45
48
48
(1,264)
677
983
7,656
(1,517)
—
(2)
(million euros)
12.31.2022 Investments
Depreciation
and
amortization
Impairment
(losses)/
Reversals
Disposals
Exchange
differences
Capitalized
borrowing
costs
Other
changes
12.31.2023
Industrial patents
and intellectual
property rights
Concessions, licenses,
trademarks and
similar rights
Other intangible
assets
Work in progress and
advance payments
Total
1,985
659
(1,045)
(1)
4,643
45
983
7,656
8
3
242
912
(485)
(10)
(1,540)
—
(1)
(2)
18
57
2
16
93
294
1,910
539
4,762
11
51
18
18
(859)
(15)
399
7,122
Investments in 2023 amounted to 912 million euros (1,128 million euros in 2022) and included 230 million euros
in internally generated assets (244 million euros in 2022); further details are provided in Note 31 “Internally
generated assets”.
Industrial patents and intellectual property rights at December 31, 2023, 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. (1,254 million euros), the Brazil Business Unit (445 million euros)
and Noovle S.p.A. (117 million euros).
Concessions, licenses, trademarks and similar rights at December 31, 2023 mainly refer to the residual cost of
telephone licenses and similar rights (3,004 million euros for TIM S.p.A. and 1,705 million euros for the Brazil
Business Unit). During the 2023 financial year, in particular, the rights of use of the 3.5 GHz (5G) frequencies of
the Brazil Business Unit were transferred to exercise and the rights of use of the 28 GHz band of the Parent
Company TIM S.p.A. were extended until December 31, 2029.
TIM Group Consolidated
Financial Statements
Note 6
Intangible assets with a finite useful life
165
30
1
9
9
60
7
16
55
89
2
44
1
31
9
82
33
The residual amount of telephone licenses and similar rights in operation at December 31, 2023 (4,709 million
euros) and their useful lives are detailed below:
Type
Useful life
Maturity
Residual value at
12.31.2023
(million euros)
Amortization
expense for the
year 2023
(million euros)
TIM S.p.A.:
UMTS 2100 MHz (extension)
WiMax (extension)
34-36-MHz OpNet (former 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)
28 GHz band (Extension)
TIM Brasil group:
180
4
53
51
360
40
99
329
1,242
24
614
8
(years)
8
7
7
18
17
17
14
11
19
19
15 years and 6
months
7
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
12.31.2029
800 MHz, 900 MHz and 1800 MHz band
1900 MHz and 2100 MHz band
700 MHz, 2500 MHz and 2.5 GHz band (4G)
2.3 GHz, 3.5 GHz, and 26 GHz band (5G)
345
101
550
709
From 2 to 20
From 2025 to 2039
From 2 to 20
From 2025 to 2039
From 2 to 20
From 2024 to 2039
From 10 to 20
From 2030 to 2041
Work in progress and advance payments mainly relate to the Parent Company TIM S.p.A. (318 million euros)
and the Brazil Business Unit (38 million euros) and refer mainly to software developments. The reduction in
2023 is mainly related to operating revenues, including the rights of use of the 3.5 GHz (5G) frequencies of the
Brazil Business Unit (530 million euros). For the latter, since the period of time required for the assets to be
ready for use was more than 12 months, the related financial charges of 18 million euros were capitalised
during 2023. Capitalised financial charges were directly reduced to the income statement item "Financial
charges".
The gross carrying amount, accumulated impairment losses and accumulated amortization at December 31,
2023 and December 31, 2022 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
12.31.2022
Gross
carrying
amount
Accumulated
impairment
losses
Accumulated
amortization
Net
carrying
amount
12,847
7,784
563
983
22,177
—
—
—
—
—
(10,862)
1,985
(3,141)
4,643
(518)
45
—
983
(14,521)
7,656
12.31.2023
Gross
carrying
amount
13,932
8,454
596
399
23,381
Accumulated
impairment
losses
—
—
—
—
—
Accumulated
amortization
(12,022)
Net
carrying
amount
1,910
4,762
51
(545)
399
—
(16,259) 7,122
(3,692)
With reference to gross values, in 2023 the Parent Company TIM S.p.A. made disposals of 29 million euros
relating to intellectual property rights that were almost fully depreciated, including systems and software
developments relating to the TIMMusic platform, which ceased in June 2023 (19 million euros) and abandoned
or expired patents (8 million euros).
TIM Group Consolidated
Financial Statements
Note 6
Intangible assets with a finite useful life
166
Land
Buildings (civil and
industrial)
Plant and
equipment
Manufacturing and
distribution
equipment
Other
Construction in
progress and
advance payments
Land
Buildings (civil and
industrial)
Plant and
equipment
Manufacturing and
distribution
equipment
Other
Construction in
progress and
advance payments
NOTE 7
TANGIBLE ASSETS
Property, plant and equipment owned
This item increased by 592 million euros compared to December 31, 2022. The breakdown and movements are
as follows:
(million euros)
12.31.2021 Investments
12.31.2022
Disposals
Exchange
differences
Other
changes
Depreciation
and
amortization
Impairment
(losses) /
reversals
232
597
34
(37)
(1)
1
1
232
56
651
11,254
2,198
(2,145)
(28)
202
521
12,002
19
367
7
105
(8)
(158)
(1)
13
2
36
20
362
Total
13,311
2,828
(2,348)
—
842
484
(3)
(33)
11
228
(501)
833
114
14,100
(million euros)
12.31.2022 Investments
Depreciation
and
amortization
Impairment
(losses)/
Reversals
Disposals
Exchange
differences
Other
changes
12.31.2023
232
651
19
(37)
(4)
(4)
1
229
24
653
12,002
2,081
(2,162)
(25)
76
438
12,410
20
362
8
100
(7)
(155)
833
733
(1)
(1)
(35)
(1)
18
20
329
(517)
1,051
5
3
84
(37)
14,692
Total
14,100
2,941
(2,361)
—
Land comprises both built-up land and available land and is not subject to depreciation. The balance at
December 31, 2023 mainly refers to TIM S.p.A. (184 million euros) and to Noovle S.p.A. (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, 2023 mainly refers to TIM S.p.A. (407 million
euros) and to Noovle S.p.A. (216 million euros).
Plant and equipment includes the technological infrastructure used for the provision of telecommunications
services (transport and distribution of voice/data traffic). The balance at December 31, 2023 is mainly
attributable to TIM S.p.A. (5,276 million euros), to FiberCop S.p.A. (4,595 million euros), the Brazil Business Unit
(2,114 million euros), the Telecom Italia Sparkle Group (259 million euros) and Noovle S.p.A. (162 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.
Investments in 2023 include 308 million euros of internally generated assets (315 million euros in 2022); further
details are provided in Note 31 “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
167
Depreciation for the years 2023 and 2022 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% - 20%
3% - 50%
15% - 20%
10% - 50%
The gross carrying amount, accumulated impairment losses and accumulated amortization at December 31,
2023 and December 31, 2022 can be summarized as follows:
(million euros)
12.31.2022
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
2,051
73,824
338
3,725
834
81,007
Accumulated
impairment
losses
Accumulated
amortization
(3)
—
(12)
(1)
(2)
(1)
(19)
(1,400)
(61,810)
(317)
(3,361)
(66,888)
12.31.2023
Accumulated
impairment
losses
Accumulated
amortization
(3)
—
(12)
(1)
(2)
(1)
(19)
(1,400)
(63,849)
(325)
(3,542)
(69,116)
Gross
carrying
amount
232
2,053
76,271
346
3,873
1,052
83,827
Net
carrying
amount
232
651
12,002
20
362
833
14,100
Net
carrying
amount
229
653
12,410
20
329
1,051
14,692
With regard to the gross amounts, in 2023 the parent company TIM S.p.A. made disposals for a total value of
341 million euros, mainly in relation to fully depreciated assets, including: network transmission plants and
equipment (95 million euros), land, buildings and light constructions (46 million euros), GSM SRB-DCS
equipment (45 million euros), fiber optic access (40 million euros), rented terminals (27 million euros).
TIM Group Consolidated
Financial Statements
Note 7
Tangible assets
168
Property
Plant and equipment
Other tangible assets
Construction in
progress and advance
payments
Intangible assets
Total
(million euros)
Property
Plant and equipment
Other tangible assets
Construction in
progress and advance
payments
Intangible assets
NOTE 8
RIGHTS OF USE ASSETS
This item increased by 27 million euros compared to December 31, 2022. The breakdown and movements are
as follows:
(million euros)
12.31.2022
Disposals
Exchange
differences
Other
changes
12.31.2021 Investments Increases in
lease
contracts
347
2,848
35
Depreciation
and
amortization
(398)
1,847
119
30
3
4,847
53
25
8
121
462
23
(474)
(38)
(2)
35
108
(4)
(2)
(3)
104
376
1
(20)
5
2,967
2,370
102
35
14
832
(912)
(9)
143
466
5,488
12.31.2022 Investments Increases in
lease
contracts
Depreciation
and
amortization
Disposals
Exchange
differences
Other
changes
12.31.2023
2,967
2,370
102
35
14
27
68
18
16
711
348
21
(440)
(483)
(35)
(80)
(79)
(3)
22
55
7
(4)
(40)
(63)
(12)
(24)
(3)
3,167
2,216
73
29
30
Total
5,488
129
1,087
(962)
(162)
77
(142)
5,515
In 2023, capital expenditures mainly refer to the Domestic Business Unit and are essentially related to the
acquisition of transmission capacity and telecommunications infrastructure in IRUs and improvements and
incremental expenses incurred on leased property and non-property assets.
The increases in finance leasing contracts in 2023, equal to 1,087 million euros, refer to the Domestic Business
Unit (553 million euros) and the Brazil Business Unit (534 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. In
2023, the increases include the result of the assessment carried out by the Parent Company TIM S.p.A. on the
contractual durations of real estate leases, which led to an extension of some of them, with a consequent
increase in rights of use and financial liabilities of approximately 380 million euros.
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 changes related to the lower value of rights of use recorded as a result of
contractual changes during the period and also include transfers in operation.
Property includes buildings and land under finance leases and the related building adaptations, attributable to
the Domestic Business Unit (2,572 million euros) and the Brazil Business Unit (595 million euros).
Plant and equipment mainly includes rights of use on infrastructures for telecommunications services. They
refer to the Brazil Business Unit (1,318 million euros), the Parent Company TIM S.p.A. (601 million euros), to
FiberCop S.p.A. (152 million euros) and the Telecom Italia Sparkle group (145 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. The decrease compared to December
31, 2023 is also related to the deconsolidation of the company TIM Servizi Digitali S.p.A. sold by the Parent
Company TIM S.p.A. on August 4, 2023. The company is the holder of a right of use for the lease of a business
unit deriving from a contract stipulated with Sittel S.p.A..
The item Intangible assets mainly includes Telecom Italia Sparkle's rights of use on the transmission
frequency spectrum on non-illuminated fiber optic carriers of a submarine cables, as well as the right of use of
the subsidiary Telsy for the use of a cloud computing platform created for the exclusive benefit of the
company for the exercise of security services.
TIM Group Consolidated
Financial Statements
Note 8
Rights of use assets
169
The gross carrying amount, accumulated impairment losses and accumulated amortization at December 31,
2023 and December 31, 2022 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
12.31.2022
Accumulated
impairment
losses
Accumulated
amortization
(13)
(278)
—
(291)
(2,831)
(1,692)
(170)
(3)
(4,696)
Gross
carrying
amount
5,811
4,340
272
35
17
10,475
12.31.2023
Accumulated
impairment
losses
Accumulated
amortization
(13)
(276)
—
(289)
(3,144)
(2,090)
(167)
(6)
(5,407)
Gross
carrying
amount
6,324
4,582
240
29
36
11,211
Net
carrying
amount
2,967
2,370
102
35
14
5,488
Net
carrying
amount
3,167
2,216
73
29
30
5,515
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 gross values, in 2023 the Parent Company TIM S.p.A. carried out disposals with a total value
of 130 million euros mainly attributable to leased properties and related improvements and adaptations (106
million euros), leased cars (20 million euros) and base transceiver stations (3 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
Other
Total Associates
TIMFin S.p.A.
Polo Strategico Nazionale S.p.A.
Total Joint Ventures
Total investments accounted for using the equity method
12.31.2023
271
200
7
7
4
2
2
493
30
14
44
537
12.31.2022
277
212
9
6
4
3
2
513
21
5
26
539
(b)
(a+b)
(a)
TIM Group Consolidated
Financial Statements
Note 8
Rights of use assets
170
The changes in this item are broken down as follows:
(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
(11)
(57)
(1)
35
269
(20)
(20)
—
(20)
(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
(million euros)
12.31.2022 Investments
Disposals and
reimbursements
of capital
Valuation
using equity
method
Other
changes
12.31.2023
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
Other
Total Associates
TIMFin S.p.A.
Polo Strategico Nazionale S.p.A.
Total Joint Ventures
Total investments accounted for
using the equity method
277
212
9
6
4
3
2
513
21
5
26
539
(17)
(12)
(2)
1
(1)
(31)
(10)
(10)
(41)
11
11
(1)
(1)
10
271
200
7
7
4
2
2
493
30
14
44
537
—
10
19
29
29
—
—
—
Investments in 2023 mainly include the recapitalizations of Polo Strategico Nazionale S.p.A. (19 million euros)
and TIMFin S.p.A. (10 million euros).
The adjustment of Daphne 3 relates to the dividend distributed by the company during 2023.
"Other changes" mainly include exchange rate differences related to the investment in the Brazilian associate
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.
TIM Group Consolidated
Financial Statements
Note 9
Investments
171
Other investments
Other investments refer to the following:
(million euros)
12.31.2021
Investments
Disposals and
reimbursements
of capital
Valuation at
fair value
Other changes
12.31.2022
SECO S.p.A.
Fin.Priv. S.r.l.
Northgate Telecom
Innovations Partners L.P.
UV T-Growth
Other
Total
92
22
17
12
13
156
3
8
11
(7)
(7)
(36)
(2)
(4)
(2)
(44)
56
20
16
11
13
116
—
(million euros)
12.31.2022 Investments
Disposals and
reimbursements
of capital
Valuation at
fair value
Other changes
12.31.2023
SECO S.p.A.
Banco C6 S.A.
Fin.Priv. S.r.l.
UV T-Growth
Northgate Telecom
Innovations Partners L.P.
Upload Ventures Growth LP
Other
Total
56
20
11
16
13
116
(20)
3
(5)
(4)
—
(26)
30
30
36
30
23
15
13
10
13
140
9
1
10
20
—
The investment in Banco C6 S.A. represents 1.44% of the company's share capital resulting from the exercise
by TIM S.A. (Brazil Business Unit), the option to purchase C6 shares as part of the partnership entered into
between the parties in 2020. After the exercise of the option, TIM S.A. holds a minority position and has no
position of control or significant influence in the management of C6. Further details are also provided in the
Note 25 “Disputes and Pending Legal Actions, other information, commitments and guarantees”;
Furthermore:
■ during 2023, TIM S.A. (Brazil Business Unit) has invested 10 million euros in the investment fund focused on
5G solutions called Upload Ventures Growth. As at December 31, 2023, TIM S.A. (Brazil Business Unit) does
not control the management of the fund or exercise significant influence;
■ as at December 31, 2023, the TIM Group has committed to subscribe to shares:
•
•
of the UV T-Growth fund in the amount of 38.7 million euros.
in the Northgate CommsTech
approximately 2.9 million euros at the exchange rate as at December 31, 2023;
Innovations Partners L.P. fund for 3.2 million USD, equal to
As permitted by IFRS 9, TIM now measures Other Investments mainly at “fair value through other
comprehensive income (FVTOCI)”.
Further details on Financial Instruments are provided in Note 20 "Supplementary disclosure on financial
instruments".
TIM Group Consolidated
Financial Statements
Note 9
Investments
172
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
12.31.2023
12.31.2022
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
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)
—
31
968
95
9
1,103
112
1,215
—
1,516
366
1,882
24
117
57
491
689
2,571
162
—
39
1,435
119
9
1,602
49
1,651
—
1,040
406
1,446
21
84
47
2
154
1,600
69
2,912
3,555
Total current financial assets
e=(b+c+d)
5,645
5,224
Financial assets relating to Discontinued operations/Non-current
assets held for sale
Total non-current and current financial assets
(f)
g=(a+e+f)
—
6,860
—
6,875
Further details on Financial Instruments are provided in Note 20 "Supplementary disclosures 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. For the financial receivables for lease assets are
offset by the financial debt for the corresponding leases payable.
Hedging derivatives relating to hedged
items classified under non-current and current financial
assets/liabilities include the spot mark-to-market components of hedging derivatives and accrued income on
those 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 94 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
173
Further details are provided in Note 19 "Derivatives".
Other short-term financial receivables consist of the 488 million euros in National Recovery and Resilience
Plan (NRRP) funds received on January 2, 2024 in relation to the 1G tender. For further details, see Note 17 “Net
financial debt”.
Securities other than investments included in current financial assets relate to:
■ 1,516 million euros of listed securities, of which 1,007 million euros of treasury bonds purchased by Telecom
Italia Finance S.A. as well as 509 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;
■ 366 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. had 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 had loaned these securities to the counterparty NatWest.
On January 27, 2021, TIM S.p.A. had renewed the securities lending agreement in place with Telecom Italia
Finance S.A., which envisaged the lending until February 15, 2023 of 98 million euros (nominal) of BTP 3/1/2023.
On January 29, 2021, TIM S.p.A. had 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. had lent
the counterparty NatWest said securities in compliance with the agreement stipulated on December 21, 2020.
On February 14 and 16, 2023, the 98 million in BTP 3/1/2023 - falling due - were replaced by 97.8 million in BTP
1/15/2026 as part of the securities lending arrangements between TIM S.p.A. and Telecom Italia Finance S.A.
and between TIM S.p.A. and NatWest, respectively.
On May 8, 2023, the securities lending arrangement with Telecom Italia Finance S.A. was terminated early and
replaced by a new loan valid until October 1, 2026 for 40 million euros in BTP 12/1/2026; on May 9, 2023, TIM
S.p.A. effected the early termination of its loan with NatWest and issued the above mentioned security until
October 2026.
Under a securities lending agreement signed with Telecom Italia Finance S.A. on October 18, 2023, TIM S.p.A.
has borrowed 131 million euros nominal in BTP 7/15/2028 until October 19, 2026; On October 25, 2023, TIM
S.p.A. pledged a portion of the securities with a market value (from time to time) of 99 million euros in favour
of counterparty MPS after the latter issued a bank guarantee in favour of INPS in support of the application of
Art. 4 of Law 92 of June 28, 2012.
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 Note 2 “Accounting policies”.
Cash and cash equivalents amounted to 2,912 million euros, a decrease of 643 million euros compared to
December 31, 2022 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
12.31.2023
2,294
—
618
2,912
12.31.2022
2,622
—
933
3,555
The different technical forms of investing available cash at December 31, 2023 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 and a non-negative outlook 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 618 million euros (595 million euros at
December 31, 2022) of Brazilian bank certificates of deposit (Certificado de Depósito Bancário) held by the
Brazil Business Unit with premier local banking and financial institutions.
TIM Group Consolidated
Financial Statements
Note 10
Non-current and current financial assets
174
NOTE 11
MISCELLANEOUS RECEIVABLES AND OTHER
NON-CURRENT ASSETS
These decreased by 178 million euros compared to December 31, 2022. The breakdown is as follows:
12.31.2022
(million euros)
12.31.2023
of which
Financial
Instruments
of which
Financial
Instruments
Miscellaneous receivables (non-current)
(a)
390
154
560
275
Other non-current assets
Deferred contract costs
Other deferred costs
Total
1,650
147
1,797
1,702
103
1,805
2,187
154
2,365
275
(b)
(a+b)
Further details on Financial Instruments are provided in Note 20 "Supplementary disclosure on financial
instruments".
Miscellaneous receivables (non-current) totaled 390 million euros (560 million euros at December 31, 2022)
and included Non-current income tax receivables of 72 million euros (124 million euros at December 31, 2022).
This item was mainly due to the Brazil Business Unit (345 million euros; 516 million euros at December 31,
2022).
In particular, the Brazil Business Unit as of December 31, 2023 had non-current receivables relating to:
■
judicial deposits of 129 million euros (248 million euros at December 31, 2022). The reduction compared to
December 31, 2022 is mainly attributable to the release of the judicial deposit established in October 2022
against the litigation related to the acquisition of the mobile telephony assets of the Oi group and
concluded in October 2023. Further details are provided in the Note 25 “Disputes and Pending Legal
Actions, other information, commitments and guarantees”;
■
indirect taxes of 147 million euros (153 million euros at December 31, 2022);
■ direct taxes of 41 million euros (93 million euros at December 31, 2022).
Other non-current assets amounted to 1,797 million euros (1,805 million euros at December 31, 2022). They
mainly break down as follows:
■ Deferred contract costs of 1,650 million euros (1,702 million euros at December 31, 2022), 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 2,186 million euros (2,271 million
euros at December 31, 2022) and break down as follows:
(million euros)
Deferred contract costs
Non-current deferred contract costs
Current deferred contract costs
Total
1,650
536
2,186
1,702
569
2,271
12.31.2023
12.31.2022
(million euros)
Deferred contract costs
Contract acquisition costs
Contract execution costs
Total
12.31.2023
12.31.2022
1,255
931
2,186
1,262
1,009
2,271
TIM Group Consolidated
Financial Statements
Note 11
Miscellaneous receivables and other non-current assets
175
Changes to comprehensive deferred contract costs in 2023 are as follows:
(million euros)
12.31.2022
Increase
Release to
income
statement
Contract acquisition costs
Contract execution costs
Total
1,262
1,009
2,271
369
173
542
Exchange
differences and
other changes
2
(378)
(251)
(629)
2
12.31.2023
1,255
931
2,186
The deferred contract costs will be recognized in the income statement for future years and, in particular,
of around 608 million euros in 2024, based on the amount at December 31, 2023 without taking into
account the new deferred portions.
(million euros)
12.31.2023
2024
Year of recognition in the income statement
2028
2026
2025
2027
Contract acquisition costs
Contract execution costs
Total
1,255
931
2,186
368
240
608
283
204
487
213
160
373
149
125
274
105
96
201
After
2028
137
106
243
■
Other deferred costs amounted to 147 million euros, mainly attributable to the Parent Company TIM
S.p.A., the companies of the Telecom Italia Sparkle group and the companies of the Brazil Business Unit.
TIM Group Consolidated
Financial Statements
Note 11
Miscellaneous receivables and other non-current assets
176
NOTE 12
INCOME TAX EXPENSE (CURRENT AND
DEFERRED)
Current income tax receivables
Non-current and current income tax receivables at December 31, 2023 amounted to 263 million euros (271
million euros at December 31, 2022).
Specifically, they consisted of:
■ non-current income tax receivables of 72 million euros (124 million euros at December 31, 2022), relating to
the Brazil Business Unit (41 million euros) and the Parent TIM S.p.A. (31 million euros). In detail:
•
•
in September 2021, following the Brazilian Supreme Federal Court's decision on the non-collection of
corporate income tax and social contribution on the monetary restatement using the SELIC rate in
cases of undue payment, TIM S.A. had recorded its best estimate (approximately R$ 535 million) in
non-current receivables. In the third quarter of 2023, following the final favourable and unappealable
decision that resulted in the approval of the receivable by the Brazilian Federal Tax Agency, TIM S.A.
reclassified it to the current portion (approximately R$ 470 million);
the receivables of the Parent Company TIM S.p.A. include non-disposable receivables related to taxes
and interest resulting from the recognized deductibility for IRES purposes of IRAP 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 191 million euros (147 million euros at December 31, 2022), relating to the
companies of the Brazil Business Unit (139 million euros) and the Domestic Business Unit (52 million
euros). Specifically, they include TIM S.A.'s receivables relating to the positive outcome of the above-
mentioned decision of the Brazilian Supreme Federal Court, as well as receivables for taxes paid abroad in
the amount of 13 million euros, the residual IRAP surplus from previous years in the amount of 15 million
euros, the tax consolidation credit in the amount of 10 million euros and other tax credits in the amount of
4 million euros of the Parent Company TIM S.p.A.
Tax assets and deferred tax liabilities
The net balance of 618 million euros at December 31, 2023 (685 million euros at December 31, 2022) breaks
down as follows:
(million euros)
12.31.2023
12.31.2022
Deferred tax assets
Deferred tax liabilities
Total
701
(83)
618
769
(84)
685
Deferred tax assets at December 31, 2023 refer to the Domestic Business Unit for 466 million euros and to the
Brazil Business Unit for 235 million euros. As at December 31, 2022, deferred tax assets referred to the
Domestic Business Unit for 523 million euros and the Brazil Business Unit for 246 million euros.
In the 2023 financial statements, the Parent Company TIM S.p.A. did not include IRES deferred tax for current
period and prior period tax losses nor do they include IRAP deferred tax assets/liabilities, (as was the case in
the previous financial statements), in consideration of the assessment of the time frame for recoverability of
deferred tax assets.
Deferred tax liabilities mainly refer to Telecom Italia Capital for 45 million euros (52 million euros at December
31, 2022) and the Domestic Business Unit for 31 million euros (24 million euros at December 31, 2022).
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)
Deferred tax assets
Deferred tax liabilities
Total
12.31.2023
1,307
(689)
618
12.31.2022
1,285
(600)
685
TIM Group Consolidated
Financial Statements
Note 12
Income tax expense (current and deferred)
177
The temporary differences which made up this line item at December 31, 2023 and 2022, as well as the
movements during 2023, were as follows:
(million euros)
12.31.2023
Recognized in
12.31.2022 Recognized
in profit or
loss
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
Other deferred tax assets
Total
Deferred tax liabilities
Derivatives
Business combinations - for step-up of net
assets in excess of tax basis
Accelerated depreciation
Other deferred taxes
Total
25
289
120
415
112
324
1,285
(330)
(57)
(136)
(77)
(600)
(16)
(4)
—
(41)
18
(19)
(62)
(14)
(41)
(32)
—
(87)
36
—
36
8
—
8
Total Deferred tax assets net of Deferred tax
liabilities
(*) For the new flow of tax losses in 2023, the Parent Company TIM S.p.A. has not entered deferred tax assets.
(149)
685
44
30
—
99
—
(81)
48
(1)
(3)
(6)
—
(10)
39
321
120
473
130
224
1,307
(337)
(101)
(174)
(77)
(689)
38
618
The expirations of deferred tax assets and deferred tax liabilities at December 31, 2023 were the following:
(million euros)
Beyond 1 year
Within next
year
Total at
12/31/2023
Deferred tax assets
Deferred tax liabilities
Total Deferred tax assets net of Deferred tax liabilities
339
(61)
278
968
(628)
340
1,307
(689)
618
At December 31, 2023, the TIM Group had unused tax loss carryforwards of 4,402 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
2024
2025
2026
2027
2028
Expiration after 2028
Without expiration
Total unused tax loss carryforwards
(million euros)
1
1
1
—
—
31
4,368
4,402
Unused tax loss carryforwards considered in the calculation of deferred tax assets amounted to 144 million
euros at December 31, 2023 (73 million euros at December 31, 2022) and mainly referred to the Brazil Business
Unit. Deferred tax assets were recognized as it was considered probable that taxable income will be available
in the future against which the tax losses can be utilized.
On the other hand, deferred tax assets of 1,036 million euros (685 million euros at December 31, 2022) were
not recognized on 4,257 million euros of tax loss carry-forwards since, at the reporting date, their recoverability
was not considered probable.
At December 31, 2023, deferred tax liabilities were not recognized on approximately 2.6 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.
TIM Group Consolidated
Financial Statements
Note 12
Income tax expense (current and deferred)
178
Income tax payables
Current income tax payables amounted to 27 million euros (34 million euros at December 31, 2022). They break
down as follows:
(million euros)
Income tax payables:
non-current
current
12.31.2023
12.31.2022
—
27
27
—
34
34
Total
The current portion, amounting to 27 million euros, mainly refers to companies in the Domestic Business Unit
(8 million euros) and the Brazil Business Unit (18 million euros). The current tax payables of the Parent
Company TIM S.p.A. are zero (unchanged compared to December 31, 2022).
Non-current tax payables are zero (unchanged compared to December 31, 2022).
Income tax expense
The income tax expense for the years 2023 and 2022 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
(a)
(b)
(a+b)
2023
81
(3)
78
149
227
—
227
2022
95
(675)
(580)
2,646
2,066
—
2,066
Current taxes include the income represented by the benefit of the tax consolidation of 132 million euros and
the lower taxes of previous years of 2 million euros of the Parent Company TIM S.p.A., relating to the effects of
the tax return compared to the estimate made in the 2022 financial statements on the basis of the elements
available at the time.
The current tax benefits juxtaposes with the deferred tax expense of the Parent Company TIM S.p.A. of 88
million euros, of which 9 million euros relate to previous years.
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, 2023 and 2022 is as follows:
(million euros)
2023
2022
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
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
Effective taxes recognized in the Income Statement, excluding IRAP and
substitute tax
IRAP (Regional Tax on Production Activities)
Write-off of substitute tax pursuant to Decree Law 104/2020 art. 110
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
Total of actual taxes to income statement
(a)
(b)
(a)+(b)
(880)
(211)
401
(51)
—
52
(44)
40
187
40
—
227
—
227
(588)
(141)
280
(8)
2,656
30
(29)
(82)
2,706
52
(692)
2,066
—
2,066
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
TIM Group Consolidated
Financial Statements
Note 12
Income tax expense (current and deferred)
179
distorting effect, since these taxes only apply to Italian companies and are calculated on a tax base other than
pre-tax profit.
∂
Global Minimum Tax
Legislative Decree No. 209 of December 27, 2023, implementing the international tax reform, transposed
European Union Council Directive No. 2022/2523/EU (the “Directive”), which implements the rules developed
by the OECD on Pillar 2 and Global Minimum Tax (“Model Rules” or “GloBE Rules”). The new rules enter into
force on January 1, 2024.
To give a very brief overview, the GloBE Rules introduce a coordinated system of rules for multinational groups
with total revenues of 750 million euros or more, aimed at ensuring that they are subject to a minimum tax
level of at least 15% in relation to income generated in each country in which they operate. The GloBE Rules
provide for the application of a top-up tax due if the effective tax rate (“ETR”) calculated for each country
according to the common rules is below 15%, up to that level. The ETR is equal to the ratio of taxes paid (with
adjustments) to accounting profit (with adjustments). Both the calculation of the effective tax rate and the
supplementary tax are done on a jurisdictional (i.e. country-by-country) basis.
The OECD has developed a system of safe harbours (i.e. tests) applicable during the first three-year period of
the GloBE Rules (until 2026), which will make it possible to avoid making the complex calculations required and
to consider the supplementary tax due in a given state to be zero if one of the following tests is passed:
■ de minimis test: aggregate revenue in that state is less than 10 million euros and aggregate pre-tax profit
is less than 1 million euros (or a loss);
■ simplified ETR test: The effective tax level is at least 15% (for 2024), 16% (for 2025) and 17% (for 2026) and
is to be determined on the basis of the ratio of the aggregate values of pre-tax profit/loss (denominator)
and income tax (numerator);
■
routine profit test: the economic substance present in a given jurisdiction (calculated assuming a given
implied profitability of tangible assets and personnel costs located in the jurisdiction) is greater than the
aggregate amount of pre-tax profit/loss. In the event that the group is found to have a pre-tax loss, the
test will be regarded as positive.
As it falls within the scope of application of the GloBE Rules, TIM S.p.A. is currently analysing the new rules and
structuring an internal process for collecting the data necessary to carry out the calculations required when
fully implemented.
TIM S.p.A. also performed a simulation on the figures for the financial year 2022, with reference to the
potential application of safe harbours in the jurisdictions in which it operates. From initial estimates and based
on the best interpretation of documents published by the OECD, practically all countries pass at least one of
the tests.
With regard to the related amendments adopted by the IASB to IAS 12 and implemented by Regulation (EU)
No. 2023/2468, please refer to what is specified in Note 2 “Accounting Policies”.
NOTE 13
INVENTORIES
The item increased compared to December 31, 2022, by 23 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
12.31.2023
2
2
314
27
345
12.31.2022
2
8
274
38
322
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 283 million euros for the Domestic Business Unit (280 million euros at December 31,
2022) and 62 million euros for the Brazil Business Unit (42 million euros at December 31, 2022).
The item “Deposits on stocks” refers to deposits paid for fiber on submarine cables 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 13 million euros at December 31, 2023 (18
million euros at December 31, 2022).
TIM Group Consolidated
Financial Statements
Note 12
Income tax expense (current and deferred)
180
NOTE 14
TRADE AND MISCELLANEOUS RECEIVABLES
AND OTHER CURRENT ASSETS
This item rose by 160 million euros compared to December 31, 2022. The figure breaks down as follows:
12.31.2022
(million euros)
12.31.2023
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
1,351
1,351
1,586
1,586
(a)
1,556
2,907
1,556
2,907
1,288
2,874
1,288
2,874
(b)
752
60
689
96
68
68
17
17
536
395
41
569
337
53
(c)
1,040
68
976
17
(a+b+c)
4,699
3,035
4,539
2,987
Further details on Financial Instruments are provided in Note 20 "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, 2023 and December 31, 2022 are provided below:
(million euros)
12.31.2023
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
3,035
2,455
580
208
78
97
197
(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
Receivables not past due are increasing, compared to December 31, 2022, by 84 million euros. The Brazil
Business Unit (58 million euros, including a positive foreign exchange effect of approximately 21 million euros)
and the Domestic Business Unit (26 million euros) contribute to this trend for 2023.
Past-due receivables decreased by 36 million euros compared to December 31, 2022. This reduction for the
2023 financial year is attributable to the Domestic Business Unit in the amount of 49 million euros compared
to the increase recorded in the Brazil Business Unit in the amount of 13 million euros, including a positive
exchange rate effect of approximately 5 million euros).
Trade receivables amounted to 2,907 million euros (2,874 million euros at December 31, 2022) and are stated
net of the provision for bad debts of 463 million euros (499 million euros at December 31, 2022). They included
10 million euros (12 million euros at December 31, 2022) of medium/long-term receivables mainly relating to
agreements for the sale of transmission capacity under Indefeasible Rights of Use (IRU).
Trade receivables relate, in particular, to TIM S.p.A. (1,898 million euros) and the Brazil Business Unit (726
million euros).
TIM Group Consolidated
Financial Statements
Note 14
Trade and miscellaneous receivables and other current assets
181
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
12.31.2023
499
184
(225)
—
5
463
12.31.2022
565
178
(275)
7
24
499
Miscellaneous receivables (current) refer to other receivables amounting to 752 million euros (689 million
euros at December 31, 2022) and are net of a provision for bad debts of 44 million euros (41 million euros at
December 31, 2022). 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
12.31.2023
335
10
185
10
212
752
12.31.2022
282
10
152
11
234
689
As at December 31, 2023, "tax receivables" refer to the Brazil Business Unit for 153 million euros and to the
Domestic Business for 32 million euros.
“Receivables for grants from the government and public entities” mainly refer to the projects called Ultra
Broadband-BUL and Broadband-BL. These contributions are recognised in the income statement at the time
of entry into operation of the plants to which the contributions refer.
“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 (27 million euros);
■ TIM S.p.A. receivables for with-recourse assignments to factoring companies (23 million euros);
■ TIM S.p.A. receivables from social security and pension institutions (18 million euros).
Other current assets included:
■ Contract assets. This item mainly includes:
•
•
12 million euros attributable to the parent company TIM S.p.A. due to 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. These Contract Assets are net of the related
impairment provision of 1 million euros;
53 million euros from the Parent Company TIM S.p.A. and the company FiberCop S.p.A. relating to
works carried out in 2023 in connection with the NRRP projects.
■ Deferred contract costs (536 million euros; 569 million euros at December 31, 2022): There are contractual
costs (mainly technical activation costs and commissions for the sales network) deferred and charged to
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 11 “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
(266 million euros); b) after-sales expenses on application offers (32 million euros); c) costs for the
purchase of products and services (23 million euros); d) insurance premiums (8 million euros); e)
maintenance fees (6 million euros);
to the Telecom Italia Sparkle group mainly related to the deferral of costs connected to payments for
line lease and maintenance payments (13 million euros);
the Brazil Business Unit (15 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
182
NOTE 15
EQUITY
This item consisted of:
(million euros)
Equity attributable to owners of the Parent
Non-controlling interests
Total
12.31.2023
13,646
3,867
17,513
12.31.2022
15,061
3,664
18,725
The composition of Equity attributable to owners of the Parent is the following:
(million euros)
Share capital
12.31.2023
11,620
Additional paid-in capital
Other reserves and retained earnings (accumulated losses), including profit
(loss) for the year
Reserve for financial assets measured at fair value through other
comprehensive income
Reserve for hedging instruments
(22)
(80)
Reserve for exchange differences on translating foreign operations
(1,959)
Reserve for remeasurements of employee defined benefit plans (IAS 19)
(79)
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
3,591
575
1,451
(58)
65
(2,085)
(71)
—
3,463
12.31.2022
11,614
2,133
1,314
Total
13,646
15,061
As of December 31, 2023, the Share Capital is 11,620 million euros, already net of treasury shares of 57 million
euros. Capital increased by 6 million euros as a result of the allocation of treasury shares in execution of the
first cycle of the Long Term Incentive Plan 2020-2022.
It should be noted that the Parent Company's Share Capital is subject to a tax suspension restriction for tax
purposes in the amount of 1,191 million euros (unchanged from December 31, 2022).
Movements in Share Capital during 2023 are presented in the following tables:
Reconciliation between the number of shares outstanding at December 31, 2022 and December 31, 2023
(number of shares)
as at 12/31/2022
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
Share
assignment/
issue
—
10,879,774
10,879,774
—
—
10,879,774
at 12/31/2023 % on Capital
15,329,466,496
(105,062,422)
15,224,404,074
6,027,791,699
21,357,258,195
21,252,195,773
71.78%
28.22%
100.00%
TIM Group Consolidated
Financial Statements
Note 15
Equity
183
Reconciliation between the value of shares outstanding at December 31, 2022 and December 31, 2023
(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
12/31/2022
8,381
(63)
8,318
3,296
11,677
11,614
(a)
(b)
(c)
(d)
(a+d)
(c+d)
Change in share
capital
—
6
6
—
—
6
Share Capital
at 12/31/2023
8,381
(57)
8,324
3,296
11,677
11,620
The total value of ordinary treasury shares at December 31, 2023, amounting to 330 million euros, was
recorded as follows: the part relating to accounting par value (57 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, 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, 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.
The Share Premium Reserve is 575 million euros, decreased by 1,558 million euros compared to December 31,
2022 as, based on the resolution of the Shareholders' Meeting of April 20, 2023, it was used to cover the loss
for the year 2022 resulting from the financial statements of the Parent Company TIM S.p.A.
TIM Group Consolidated
Financial Statements
Note 15
Equity
184
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 22 million euros at December 31, 2023, decreased by 36 million euros compared to the figure at
December 31, 2022. Specifically, the movement in 2023 includes gains in the securities portfolio of Telecom
Italia Finance (59 million euros, of which 9 million euros were realized), losses in the securities portfolio of
TI Ventures (9 million euros), losses recognized by Olivetti for the valuation of SECO S.p.A. (20 million
euros), profits from other financial assets held by the Parent Company TIM (3 million euros) and profits
from the investment in Fin.Priv. S.r.l. of the Parent Company TIM (3 million euros). This reserve is stated net
of deferred tax assets of 2 million euros (at December 31, 2022, it was stated net of deferred tax liabilities
of 3 million euros).
■ The Reserve for hedging instruments had a negative balance of 80 million euros at December 31, 2023,
(positive 65 million euros at December 31, 2022). This reserve is stated net of deferred tax assets of 23
million euros (at December 31, 2022, it was stated net of deferred tax liabilities of 22 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
1,959 million euros at December 31, 2023 (negative 2,085 million euros at December 31, 2022) 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 1,983 million euros versus negative for 2,114
million euros at December 31, 2022).
■ The Reserve for the remeasurement of employee defined benefit plans, negative for 79 million euros,
decreased by 8 million euros compared with December 31, 2022 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, 2023 and December 31, 2022.
Other sundry reserves and retained earnings (accumulated losses), including profit (loss) for the year
amounted to 3,591 million euros and increased by 128 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
Disposal of treasury shares under the LTI Plan
Share of loss coverage for the year 2022 using Share Premium Reserve
Other changes
Change for the year in Sundry reserves and retained earnings (accumulated losses),
including profit (loss) for the year
2023
(1,441)
—
2
(6)
1,558
15
2022
(2,925)
—
6
—
—
6
(2,913)
128
No dividends were approved in 2023 and 2022.
Equity attributable to non-controlling interests, amounted to 3,867 million euros and mainly referred to
FiberCop S.p.A. (2,222 million euros) and the companies of the Brazil Business Unit (1,645 million euros),
increases by 203 million euros compared to December 31, 2022 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
Daphne3 - deconsolidation
Other changes
Change for the year in Equity attributable to Non-controlling interest
2023
334
(197)
63
—
3
203
2022
271
(86)
182
(1,332)
4
(961)
Dividends from Group companies to minority shareholders mainly referred to the Brazil Business Unit in the
amount of 136 million euros and FiberCop S.p.A. in the amount of 61 million euros. Dividends in 2022 mainly
referred to the Brazil Business Unit for 86 million euros.
The Reserve for exchange differences on translating foreign operations attributable to non-controlling interest
showed a negative balance of 910 million euros at December 31, 2023 (negative for 973 million euros at
December 31, 2022), 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 Note 38 “Earnings per share”.
TIM Group Consolidated
Financial Statements
Note 15
Equity
185
NOTE 16
NON-CURRENT AND CURRENT FINANCIAL
LIABILITIES
Non-current and current financial liabilities (gross financial debt) are broken down as follows:
(million euros)
12.31.2023
12.31.2022
Non-current financial liabilities for financing contracts and others
Financial payables (medium/long-term):
Bonds
Amounts due to banks
Other financial payables
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
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)
15,297
5,262
310
20,869
397
15
3
415
21,284
4,743
26,027
3,266
2,145
242
5,653
66
51
1
118
5,771
838
6,609
—
32,636
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 Note 20 "Supplementary disclosures on financial
instruments".
Gross financial debt according to the original currency of the transaction is as follows:
12.31.2023
12.31.2022
(millions of foreign
currency)
5,696
—
21,670
20,033
44
(millions of foreign
currency)
5,901
389
17,348
20,030
49
(million euros)
5,155
—
4,051
128
11
23,291
32,636
(million euros)
5,532
439
3,117
142
13
23,002
32,245
For the exchange rates used for the conversion of amounts in foreign currency, see the Note 44 "Other
USD
GBP
BRL
YEN
ILS
EUR
Total
information".
TIM Group Consolidated
Financial Statements
Note 16
Non-current and current financial liabilities
186
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
12.31.2023
4,138
9,907
10,309
3,742
3,389
1,151
32,636
12.31.2022
5,873
13,469
6,920
2,024
2,748
1,211
32,245
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
Total
12.31.2023
6,390
8,443
9,719
2,917
4,016
1,151
32,636
12.31.2022
8,416
13,168
5,039
1,192
3,219
1,211
32,245
The maturities of financial liabilities according to the expected nominal repayment amount, as defined by
contract, are the following:
-+
Bonds
Loans and other financial liabilities
Finance lease liabilities
Total
Current financial liabilities
Total
2024
2025
2,867
982
751
4,600
1,377
5,977
2,220
1,080
612
3,912
—
3,912
maturing by 12/31 of the year:
2026
2027
2028 After 2028
1,970
1,588
578
4,136
—
4,136
1,470
423
537
2,430
—
2,430
3,214
2,040
471
5,725
—
5,725
6,305
(87)
2,545
8,763
—
8,763
Total
18,046
6,026
5,494
29,566
1,377
30,943
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
12.31.2023
15,297
12.31.2022
15,259
3,266
18,563
(517)
18,046
2,799
18,058
(506)
17,552
The nominal repayment amount of bonds totaled 18,046 million euros, down by 494 million euros compared
to December 31, 2022 (17,552 million euros) as a result of the new issuances/repayments/buybacks made in
2023.
(millions of original currency)
New issues
TIM S.p.A. 850 million euros 6.875%
TIM S.p.A. 400 million euros 6.875%
TIM S.p.A. 750 million euros 7.875%
TIM Brasil Serviços e Participações SA 5,000 million BRL
TIM S.p.A. 750 million euros 7.875%
Currency
Amount
Issue date
Euro
Euro
Euro
BRL
Euro
850
400
750
5,000
750
1/27/2023
4/12/2023
7/20/2023
7/31/2023
9/28/2023
TIM Group Consolidated
Financial Statements
Note 16
Non-current and current financial liabilities
187
(millions of original currency)
Repayments
Telecom Italia S.p.A. 1,000 million euros 3.25%
Telecom Italia S.p.A. 375 million GBP 5.875% (a)
Telecom Italia S.p.A. 1,000 million euros 2.5%
(a) Net of 25 million GBP repurchased in June 2016.
Currency
Amount Repayment date
Euro
GBP
Euro
1,000
375
1,000
1/16/2023
5/19/2023
7/19/2023
(millions of original currency)
Buybacks
Telecom Italia S.p.A. 750 million euros 3.625%, maturity 1/19/2024
Telecom Italia S.p.A. 1,250 million euros 4%, maturity 4/11/2024
Currency
Amount
Buyback date
Euro
Euro
300
300
7/20/2023
7/20/2023
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
Issue date Maturity
Coupon
Total
(millions)
Nominal
repaymen
t amount
(million
euros)
date Issue price
(%)
Market
price at
12/31/2023
(%)
Market
value at
12/31/2023
(million
euros)
450
950
1,500
1,000
1,000
750
1,000
1,250
850
400
750
750
1,000
670
3.625%
4.000%
5.303%
2.750%
3.000%
2.875%
3.625%
2.375%
6.875%
6.875%
7.875%
7.875%
1.625%
5.250%
450
950
1,357
1,000
1,000
750
1,000
1,250
850
400
750
750
1,000
670
12,177
20/1/16
11/1/19
30/5/14
15/4/19
30/9/16
28/6/18
25/5/16
12/10/17
27/1/23
12/4/23
20/7/23
28/9/23
18/1/21
17/3/05
Bonds issued by TIM S.p.A.
Euro
Euro
USD
Euro
Euro
Euro
Euro
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.
29/10/03
USD
6/10/04
USD
18/7/06
USD
USD
4/6/08
Subtotal
Bonds issued by TIM S.A.
BRL
Subtotal
Bonds issued by TIM Brasil Serviços e Participações S.A.
BRL
Subtotal
Total
905
905
905
905
3,620
6.375%
6.000%
7.200%
7.721%
IPCA+4.1682%
935
935
18,046
1,015
1,015
299
299
CDI+2.3%
15/6/21
31/7/23
7.750%
5,000
1,600
1,015
00
00
00
00
1,0
1,0
1,0
1,0
19/1/24
11/4/24
30/5/24
15/4/25
30/9/25
28/1/26
25/5/26
12/10/27
15/2/28
15/2/28
31/7/28
31/7/28
18/1/29
17/3/55
99.632
99.436
100
99.320
99.806
100
100
99.185
100
100.750
99.996
102
99.074
99.667
99.915
99.777
99.564
97.643
97.833
96.950
98.467
93.700
106.731
106.731
111.422
111.422
86.604
92.371
117.027
15/11/33
30/9/34
18/7/36
4/6/38
99.558
99.081
99.440
100
97.921
95.348
100.717
102.488
15/6/28
100
113.295
25/7/28
100
103.963
1/24/2003 1/24/2033 (a) 109.646
450
948
1,351
976
978
727
985
1,171
907
427
836
836
866
619
12,077
1,188
1,188
886
863
911
928
3,588
339
339
972
972
18,164
(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.
Medium/long-term amounts due to banks totaled 5,262 million euros (5,898 million euros at December 31,
2022). Short-term amounts due to banks totaled 2,145 million euros (1,766 million euros at December 31, 2022)
and included 1,033 million euros of the current portion of medium/long-term amounts due to banks and 854
TIM Group Consolidated
Financial Statements
Note 16
Non-current and current financial liabilities
188
million euros in repurchase agreements due by June 2024.
The other medium/long-term financial payables totaled 310 million euros (305 million euros at December 31,
2022), 126 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 242 million euros (195 million euros at December 31,
2022) and included 16 million euros of the current portion of medium/long-term other financial payables.
Medium/long-term financial liabilities for lease contracts amounted to 4,743 million euros (4,597 million
euros at December 31, 2022), whilst short-term payables totaled 838 million euros (870 million euros at
December 31, 2022) and included 786 million euros in the current portion of financial liabilities for
medium/long-term lease contracts.
With reference to the finance lease liabilities recognized in 2023 and 2022, the following is noted:
(million euros)
Principal reimbursements
Cash out interest portion
Total
2023
742
416
1,158
2022
708
315
1,023
Hedging derivatives relating to items classified as non-current financial liabilities amount to 397 million euros
(234 million euros at December 31, 2022). Hedging derivatives relating to items classified as current liabilities of
a financial nature totaled 66 million euros (193 million euros at December 31, 2022).
Non-hedging derivatives classified as non-current financial liabilities came to 15 million euros (43 million euros
at December 31, 2022), while non-hedging derivatives classified under current financial liabilities amounted to
51 million euros (86 million euros at December 31, 2022). 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, 2023
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 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.Currently, these loans are partially guaranteed.
In addition, on May 5, 2023, TIM took out a new 360 million euro loan with the EIB, partially guaranteed by
SACE.
Therefore, at December 31, 2023 the nominal total of outstanding loans with the EIB was 1,060 million euros.
The EIB loans include the following covenants and commitments:
■
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.
TIM Group Consolidated
Financial Statements
Note 16
Non-current and current financial liabilities
189
Some TIM loan agreements not contain 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. These include 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, 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 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,
except where certain conditions exist. 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.
Finally, as at December 31, 2023, 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, 2023:
(billion euros)
12.31.2023
Sustainability-linked RCF - May 2026
Total
Agreed
4.0
4.0
Drawn down
—
—
12.31.2022
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 each as
defined in the contract).
Rating at December 31, 2023
At December 31, 2023, 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
Under review for upgrade
Under review for upgrade
Under review for upgrade
On November 6, 2023, Moody's placed Telecom Italia's B1 rating under review in view of a possible future
upgrade.
On November 9, 2023, Standard & Poor’s placed Telecom Italia's B+ rating under review in view of a possible
future upgrade.
On November 10, 2023, Fitch placed Telecom Italia's BB- rating under review in view of a possible future
upgrade.
TIM Group Consolidated
Financial Statements
Note 16
Non-current and current financial liabilities
190
NOTE 17
NET FINANCIAL DEBT
The table below shows the breakdown of net financial debt of the TIM Group at December 31, 2023 and
December 31, 2022, 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)
12.31.2023
12.31.2022
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)
2,294
618
1,882
4,794
1,391
5,044
6,435
1,641
9,667
15,297
68
25,032
26,673
(68)
(112)
(162)
(515)
(40)
—
(897)
25,776
(120)
25,656
2,622
933
1,446
5,001
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
(*) As regards the effects of related-party transactions on net financial debt, reference should be made to the specific table included in Note 40
“Related-party transactions".
TIM Group Consolidated
Financial Statements
Note 17
191
Net financial debt
Additional cash flow information required by IAS 7
12.31.2022
Cash movements
Receipts
and/or
issues
Payments
and/or
reimburse-
ments
Non-cash movements
Fair value
changes
Exchange
differences
Other
changes
and
reclassifica-
tions
18,058
6,743
324
3,676
361
(3,032)
(148)
(36)
(833)
(1)
(8)
(a)
25,125
4,037
(3,865)
(157)
(36)
45
25
10
80
373
373
(742)
(742)
91
91
—
354
354
(b)
(c)
3,663
5,453
5,453
856
427
125
—
552
275
921
194
(113)
4
161
(54)
—
—
(109)
107
(d)
1,115
—
—
(5)
(5)
(e)
—
—
—
—
(f=a+b+c+d+e)
32,245
4,410
(4,607)
(180)
1
1
—
72
12.31.2023
18,563
6,295
326
25,184
4,315
5,529
5,529
786
(12)
(9)
3
(18)
463
66
3
532
117
191
89
280
1,112
279
1,391
—
—
696
32,636
(million euros)
Financial payables (medium/long-term):
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
(g)
(h)
1,519
166
(400)
(14)
(23)
(19)
(11)
19
1,085
152
Total
(i=f-g-h)
30,560
4,410
(4,607)
234
114
688
31,399
The change in short-term payables to banks (191 million euros) is mainly due to the opening/closing of
Repurchased credit agreements and bank credit lines.
The value of the paid and collected interest expense reported in the Statements of Cash Flows 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
2023
(2,103)
597
(1,506)
2022
(1,668)
562
(1,106)
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
(1,741)
235
(1,506)
(1,297)
191
(1,106)
2023
2022
∂
TIM Group Consolidated
Financial Statements
Note 17
192
Net financial debt
National Recovery and Resilience Plan (NRRP)
Introduction
In August 2022, the TIM Group (“TIM”) signed agreements with Infratel (“Distributing Entity”), relating to the
award of three infrastructure tenders in the sector, for public grants to finance investment projects concerning
the construction of new telecommunications infrastructure and related access equipment.
In these three tenders, which contain a clawback clause1, TIM has won about 50% of the lots planned for
ITALIA 1G Plan (“1G”) in temporary consortium (RTI) with FiberCop; all tenders for the 5G Backhauling Plan
(“5G_BH”); the entire tender for the 5G Coverage Plan (“5G_CO”) in temporary consortium (RTI) with INWIT
and Vodafone.
The 3 calls involve investments and undertakings by TIM until June 30, 2026, with interim half-yearly
milestones. The total value is approximately 3.6 billion euros, with a booked contribution of 2.5 billion euros.
Specifically:
■
■
■
the 1G tender is for eligible investments of 2.6 billion euros and a contribution of 1.6 billion euros (average
financeable capex of 62%);
the 5G_BH tender is for eligible investments of 0.8 billion euros and a contribution of 0.725 billion euros
(average financeable capex of 89%);
the 5G_CO tender is for eligible investments of 0.158 billion euros and a contribution of 0.142 billion euros
(average financeable capex of 89%).
Failure to achieve the milestones will lead to a penalty notice — reducing the contribution to be granted —
which is recoverable within the next two milestones (i.e. within 12 months).
ITALIA 1G Plan
The Plan anticipates the creation of 2.9 million “address numbers” (this number was halved following the
walk-in stage) and involves: the adaptation of fiber telecommunications networks; connectivity for consumer,
business and public administration (PA) customers; dedicated connections for PA customers; and XGSPON
technology coverage with download connections starting from 1 Gb.
5G Backhauling Plan
The Plan involves equipping mobile radio sites with fiber optic backhauling (BH) and connectivity on a high-
performance, reliable and enabling transport network for all 5G services. These infrastructures will be made
available in their entirety to all 5G mobile radio operators.
5G Coverage Plan
The Plan involves building new network infrastructure for the development of 5G mobile radio services, with
the objective of achieving a transmission speed, under usual peak traffic conditions, of at least 150 Mbit/s in
downlink and 30 Mbit/s in uplink.
Summary of Tenders
Every week, TIM sends weekly Infratel the official project tracking, communicating the status of the
addresses/sites and the progress of the projects. In addition, every two weeks, a technical works update (in
Italian: SAL) is held with the Distributing Entity to discuss the above-mentioned progress, critical issues and
shared solutions to ensure that the plans proceed as expected.
Finally, every six months (i.e. at each milestone), TIM provides the Distributing Entity with a final summary of
the addresses and sites, the progress made, and the planning of the next milestone.
Tender Advances
On May 12, 2023, INWIT (as representative for the 5G Coverage Plan) asked Infratel to activate and disburse a
20% advance payment (pursuant to art. 35, paragraph 18 of the Procurement Code); this advance may (at the
discretion of Infratel) be increased up to a maximum of 30% in application of the “NRRP Decree”.
On May 25 and 26, 2023, TIM asked Infratel to activate and disburse an advance payment for Plan 1G
(representing the temporary consortium) and Plan 5G_BH, in the same manner as described above.
On November 28, 2023, Infratel agreed to the request to advance 30% of the total grant awarded for the 1G
and 5G Plans, setting forth a progressive recovery method whereby 40% of the payable grant would be applied
at each technical works update (SAL) up to the amount advanced.
As a condition precedent for the disbursement of advances, bank/insurance guarantees were issued for the full
amount advanced, plus statutory interest.
These guarantees were issued to TIM by banks and insurance companies on December 21 and 22, 2023.
_____________
1 It indicates the contractual provision that allows the monitoring of the profitability of the investment by quantifying any additional profits deriving
from the comparison of active/passive revenues and the costs incurred for maintenance, reconfiguration, active equipment or other costs related to
the provision of services.
TIM Group Consolidated
Financial Statements
Note 17
193
Net financial debt
The table below shows the amounts awarded, together with the advances for each plan:
(million euros)
Plan
1G
5G_BH
5G_CO
TOTAL
Amount awarded
1,628
725
346
2,699
Guarantees issued:
(million euros)
% requested
Advance
Advance to TIM
Advance to
consortium (RTI)
30 %
30 %
30 %
488
217
705
758
53
53
104
104
Plan
Guarantee
amount
Guarantee type
Total premiums/fees
1G
5G_BH
5G_CO
TOTAL
208
317
234
112
871
Bank
Insurance
Insurance
Bank
10
9
10
57
86
On December 29, 2023, after receiving the advance from Infratel, INWIT transferred part of its advance
allocated for the 5G_CO tender to TIM.
The advance for the 1G and 5G tenders was disbursed by Infratel on December 28, 2023. The advance for
5G_BH was credited on December 29, 2023. Due to a delay on the bank’s side, the advance for the 1G tender
was credited on January 2, 2024. Infratel requested that the value date be changed to December 29, 2023.
The advances credited for the 5G_BH and 5G_CO tenders are recognised in Cash and cash equivalents and
those for the 1G tender in short-term financial receivables, whereas for all tenders a contra-entry has been
recognised to Miscellaneous payables to Infratel for the advances received.
TIM Group Consolidated
Financial Statements
Note 17
194
Net financial debt
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 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, 2023;
■ 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;
TIM Group Consolidated
Financial Statements
Note 18
Financial risk management
195
■
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;
■ 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, 2023 (and also at December 31, 2022), 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, 2023 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 42 million
euros (53 million euros at December 31, 2022).
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
12.31.2023
Rate
variable
1,234
6,057
7,291
254
7,545
Rate
fixed
16,812
5,463
22,275
1,123
23,398
Total
18,046
11,520
29,566
1,377
30,943
12.31.2022
Rate
variable
1,988
6,516
8,504
420
8,924
Rate
fixed
15,564
5,414
20,978
689
21,667
Total
17,552
11,930
29,482
1,109
30,591
Total Financial assets (at the nominal investment amount)
(million euros)
Cash and cash equivalents
Securities
Other receivables
Total
12.31.2023
Rate
variable
2,294
1,044
9
3,347
Rate
fixed
—
1,515
1,365
2,880
Total
2,294
2,559
1,374
6,227
12.31.2022
Rate
variable
2,621
908
63
3,592
Rate
fixed
—
1,520
1,085
2,605
Total
2,621
2,428
1,148
6,197
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
196
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
12.31.2023
12.31.2022
(million euros)
Bonds
Loans and other financial liabilities
Total
Adjusted carrying
amount
18,019
13,467
31,486
Effective interest
rate (%)
5.68
5.62
5.65
Adjusted carrying
amount
17,504
13,530
31,034
Effective interest
rate (%)
4.67
4.78
4.72
Total Financial assets
(million euros)
Cash and cash equivalents
Securities
Other receivables
Total
12.31.2023
12.31.2022
Adjusted carrying
amount
2,294
2,559
828
5,681
Effective interest
rate (%)
2.83
5.16
0.84
3.59
Adjusted carrying
amount
2,621
2,428
188
5,237
Effective interest
rate (%)
0.93
1.28
3.11
1.17
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 Note 19 "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
Note 25 "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, provisions are raised by customer segment according
to the average uncollectibility estimated on the basis of statistical indicators. 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 and Small Business market involving the option of paying for products by
installments, starting 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
197
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, 2023, the liquidity margin available for the TIM Group is 8,695 million euros, with a decrease of
306 million euros with respect to end 2022 (9,001 million euros).
19% of gross financial debt at December 31, 2023 (nominal repayment amount) will become due in the next 12
months.
Current financial assets at December 31, 2023, together with unused committed bank lines, are sufficient to
fully cover the Group’s financial liabilities due for the next 24 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, 2023. 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.
2027
2025
2024
2028
2026
2,867 2,220 1,970 1,470 3,214
741
830
953
545
649
982 1,080 1,588
423 2,040
65
135
200
(43)
(19)
578
612
751
471
537
210
293
334
374
249
4,600 3,912 4,136 2,430 5,725
1,527 1,299 1,099
712
1,377 — — — —
44 — — — —
5,977 3,912 4,136 2,430 5,725
712
1,571 1,299 1,099
879
879
After
Total
2028
6,305 18,046
6,877
3,159
6,026
(87)
(440)
(102)
2,545
5,494
2,184
724
8,763 29,566
8,959
3,443
1,377
—
44
—
8,763 30,943
9,003
3,443
TIM Group Consolidated
Financial Statements
Note 18
Financial risk management
198
Derivatives on financial liabilities – Contractually expected interest flows
maturing by 12/31 of the year:
(million euros)
Disbursements
Receipts
Hedging derivatives – net (receipts)
disbursements
Disbursements
Receipts
Non-Hedging derivatives – net (receipts)
disbursements
Total net disbursements (receipts)
2024
2025
2026
2027
2028
After
2028
Total
342
309
308
308
289
1,471
3,027
(409)
(370)
(369)
(369)
(354)
(1,978)
(3,849)
(67)
188
(61)
62
(61)
152
(61)
141
(65)
121
(507)
(822)
35
699
(142)
(42)
(151)
(146)
(133)
(32)
(646)
46
(21)
20
(41)
1
(5)
(12)
3
53
(60)
(66)
(77)
(504)
(769)
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 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.
The 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, 2023 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.
Hedges: economic relationship between underlying instrument
and derivatives
Hedging relationships recorded in hedge accounting at 12/31/2023 belong to a single item: hedging of cash
flows from income flows of 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 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.
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.
TIM Group Consolidated
Financial Statements
Note 18
Financial risk management
199
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, 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, 2023 and 2022; 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
Interest rate swaps
Cross Currency and
Interest Rate Swaps
(CCIRS)
Total Fair Value Hedge Derivatives
Interest rate risk
Interest rate risk and
currency exchange rate
risk
Interest rate swaps
Cross Currency and
Interest Rate Swaps
(CCIRS)
Total Cash Flow Hedge Derivatives
Interest rate risk
Interest rate risk and
currency exchange rate
risk
Total Non-Hedge Accounting Derivatives
Notional
amount at
12/31/2023
Notional
amount at
12/31/2022
Mark to Market
Spot* (Clean
Price) at
12.31.2023
Mark to Market
Spot* (Clean
Price) at
12/31/2022
300
—
—
—
4,474
4,841
9,315
1,205
—
300
4,994
5,184
10,178
2,638
—
—
130
417
547
44
—
—
—
249
770
1,019
23
1,042
Total TIM Group's Derivatives
* Spot Mark-to-market above represents the market measurement of the derivative net of the accrued portion of the flow in progress.
10,520
13,116
591
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 94 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
200
Fair value hedges
(million euros)
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
Accounting item
Hedging derivatives relating to
hedged items classified as current
financial
-
assets/liabilities
Current/non-current assets.
a)
Notional
value
Carrying
amount
Change in
fair value
for the
year
Hedging derivatives relating to
hedged items classified as current
-
financial
assets/liabilities
Current/non-current assets.
b)
—
a)+b)
c)
Bonds
liabilities
-
Current/non-current
value
Fair
and
measurements at amortized cost
adjustment
—
—
—
—
—
—
—
—
—
(55)
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)
TIM Group Consolidated
Financial Statements
Note 19
Derivatives
201
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)
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)
Ineffectiveness (4)
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
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)
4,474
130
(119)
389
(259)
(14)
(105)
b)
4,841
417
(353)
a)+b)
9,315
600
(183)
547
74
621
(381)
28
(472)
(191)
c)
d)
c)+d)
value
Positive
fair
financial
adjustment of
derivatives - non-hedging
Negative reversal of the
reserve for the fair value
adjustment of hedging
derivatives (cash flow
hedges)
162
(158)
7
(96)
—
3
(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 -190 million
euros.
Changes in the equity cash flow
hedge reserve
(million euros)
Balance
12/31/2022
Change
Hedging
instrument gains
/ losses
Reversal from
reclassification
Reversal from
fair value
adjustment of
hedging settled
in advance
Balance
12/31/2023
Total change
87
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
Overall change
None of the parameters represented includes any income tax effect.
(199)
1
(103)
3
5
(190)
TIM Group Consolidated
Financial Statements
Note 19
Derivatives
202
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
Start of
period
End of
period
Rate applied
Interest
period
Notional amount
in denomination
currency
(millions)
20,000
20,000
1,000
1,500
1,000
1,000
1,000
JPY*
Jan-24 Oct-29
JPY**
Jan-24 Oct-29
USD
Jan-24 Nov-33
USD
Jan-24 May-24
USD
Jan-24 Sept-34
USD
July-36
Jan-24
USD
Jun-38
Jan-24
* 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.
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
Hedging of
notional
amount in
euro
(millions)
174
138
849
1,321
794
791
645
Hedging of
rate in euro
5.940%
0.696%
5.994%
4.180%
4.332%
5.884%
7.451%
For hedge accounting purposes, the Volatility Risk Reduction (VRR) Test was chosen to test the retrospective
and prospective effectiveness of all hedges. 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
203
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:
for fixed-rate loans, the present value of future cash flows at the market interest rates of December 31,
2023 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, 2023 and December 31, 2022 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
Hedge Derivatives
Not applicable
Acronym
AC
FVTOCI
FVTPL
AC
FVTPL
HD
n.a.
TIM Group Consolidated
Financial Statements
Note 20
Supplementary disclosures about financial instruments
204
Carrying amount and fair value hierarchy for each category/class of financial asset/liability and comparison with
their fair value at 12/31/2023
(million euros)
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
Non-current assets
Other investments
Non-hedging derivatives
Current assets
Securities other than investments
Non-hedging derivatives
Hedge Derivatives
Non-current assets
Hedge Derivatives
Current assets
Hedge Derivatives
Financial receivables for lease
contracts
Non-current assets
Current assets
categories notes
IFRS 9
Carrying
amount in
financial
statements
at
12/31/2023
Amounts recognized in financial
statements
Fair value
through
other
comprehensi
ve income
Fair value
through
profit or
loss
Amortized
cost
Levels of hierarchy of fair
value
Level 1 Level 2 Level 3 Carrying
amount
under
IFRS 16
Fair Value
at
12/31/2023
AC
6,656
6,656
—
—
6,656
(10)
(10)
(11)
(10)
(10)
(10)
(14)
(14)
(14)
31
9
31
9
154
154
24
24
491
2,912
2,907
60
68
491
2,912
2,907
60
68
FVTOCI
1,616
—
1,616
—
1,616
100
—
1,516
100
—
—
1,516
23
41
36
—
1,516
558
—
—
558
558
40
95
10
30
95
—
366
366
57
—
57
HD
1,085
—
1,085
(10)
968
968
—
968
—
(10)
117
117
—
117
—
n.a.
(10)
(10)
274
112
162
1,085
274
274
112
162
(9)
(10)
(14)
(10)
(9)
(10)
(10)
(10)
40
95
366
57
Securities other than investments
Financial assets measured at fair
value through profit or loss
FVTPL
Total
10,189
6,656
2,701
558 1,928 1,290
41
274
10,189
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 about financial instruments
205
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)
LIABILITIES
Financial liabilities measured at
amortized cost
Non-current liabilities
Medium and long-term financial
payables and other liabilities
Current liabilities
Short-term financial payables and
other liabilities
Trade and miscellaneous payables
and other current liabilities
Contract liabilities
IFRS 9
categories note
s
Carrying
amount in
financial
statements
at
12/31/2023
Amounts recognized in financial
statements
Fair value
through
other
comprehensi
ve income
Fair value
through
profit or
loss
Amortized
cost
Levels of hierarchy of fair
value
Level 1 Level 2 Level 3 Carrying
amount
under
IFRS 16
Fair Value
at
12/31/2023
AC/HD
32,173
32,173
32,192
(16)
20,872
20,872
(16)
5,654
5,654
(24)
(24)
5,542
105
5,542
105
Financial liabilities measured at fair
value through profit or loss
FVTPL
66
Non-current liabilities
Non-hedging derivatives
Current liabilities
Non-hedging derivatives
Hedge Derivatives
Non-current liabilities
Hedge Derivatives
Current liabilities
Hedge Derivatives
Finance lease liabilities
Non-current liabilities
Current liabilities
(16)
15
(16)
HD
51
463
66
15
51
—
463
—
15
51
—
66
463
(16)
397
397
—
397
—
n.a.
(16)
(16)
(16)
66
5,581
4,743
838
66
—
66
—
5,581
5,693
4,743
838
Total
38,283
32,173
463
66
—
514
15
5,581
38,414
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 about financial instruments
206
Carrying amount and fair value hierarchy for each category/class of financial asset/liability and comparison with
their fair value at 12/31/2022
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
of fair value
Level 1 Level 2 Level 3 Carrying
amount
under
IFRS 16
Fair Value at
12/31/2022
Financial assets measured at fair
value through other
comprehensive income
FVTOCI
(million euros)
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
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
Hedge Derivatives
Non-current assets
Hedge Derivatives
Current assets
Hedge Derivatives
Financial receivables for lease
contracts
Non-current assets
Current assets
AC
6,888
6,888
—
—
6,888
(10)
(10)
(11)
(10)
(10)
(10)
(14)
(14)
(14)
(9)
(10)
(14)
(10)
39
9
39
9
275
275
21
2
3,555
2,874
96
17
21
2
3,555
2,874
96
17
1,156
—
1,156
—
1,156
116
—
1,040
20
40
116
—
—
1,040
56
—
1,040
FVTPL
572
—
—
572
572
(10)
119
119
119
—
(10)
(10)
HD
406
47
1,519
406
406
47
1
47
—
1,518
1,519
(10)
1,435
1,435
—
1,435
—
(10)
84
83
1
84
—
n.a.
(10)
(10)
118
49
69
118
118
49
69
Total
10,253
6,888
2,674
573
1,502
1,705
40
118
10,253
TIM Group Consolidated
Financial Statements
Note 20
Supplementary disclosures about financial instruments
207
(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
of fair value
Level 1 Level 2 Level 3 Carrying
amount
under
IFRS 16
Fair Value at
12/31/2022
AC/HD
31,939
31,939
29,975
—
—
129
427
129
43
86
—
427
28
15
86
—
LIABILITIES
Financial liabilities measured at
amortized cost
Non-current liabilities
Financial payables (medium/long-
term)
Current liabilities
(16)
21,462
21,462
Financial payables (short-term)
(16)
4,760
4,760
Trade and miscellaneous payables
and other current liabilities
Contract liabilities
(24)
(24)
5,584
133
5,584
133
Financial liabilities measured at
fair value through profit or loss
FVTPL
129
(16)
43
(16)
HD
86
427
Non-current liabilities
Non-hedging derivatives
Current liabilities
Non-hedging derivatives
Hedge Derivatives
Non-current liabilities
Hedge Derivatives
Current liabilities
Hedge Derivatives
Finance lease liabilities
Non-current liabilities
Current liabilities
(16)
234
234
—
234
—
n.a.
(16)
(16)
(16)
193
5,467
4,597
870
193
—
193
—
5,404
5,467
4,597
870
Total
37,962
31,939
427
129
—
541
15
5,467
35,935
Gains and losses by IAS 9 category - Year 2023
(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 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
Categories
IFRS9
Net
gains/(losses)
2023
AC
FVTPL
FVTOCI
AC
(197)
(55)
—
(1,366)
(1,618)
IFRS 9
categories
AC
FVTPL
FVTOCI
AC
Net
gains/(losses)
2022
(181)
(141)
2
(1,056)
(1,376)
of which
interest
117
1,307
1,424
of which
interest
106
940
1,046
TIM Group Consolidated
Financial Statements
Note 20
Supplementary disclosures about financial instruments
208
12.31.2022
553
16
223
239
792
684
108
12.31.2023
496
15
4
19
515
511
4
NOTE 21
EMPLOYEE BENEFITS
These decreased by 277 million euros compared to December 31, 2022. The breakdown is as follows:
(million euros)
12.31.2021
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)
678
21
—
21
699
699
—
(*) The current portion refers only to Other provisions for employee benefits.
(61)
(3)
224
221
160
(64)
(2)
(2)
(66)
(1)
(1)
(1)
(million euros)
12.31.2022
Increases/
Present value
Decrease
(a)
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 (*)
(*) The current portion refers only to Other provisions for employee benefits.
(b)
(a+b)
25
1
14
15
40
(81)
(2)
(213)
(215)
(296)
553
16
223
239
792
684
108
Exchange
differences and
other changes
(1)
—
(20)
(20)
(21)
The Provision for employee severance indemnities refers to only Italian companies and was down 57 million
euros. The decreases of 81 million euros relate 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)
2022
2023
(Positive)/negative effect of curtailment
—
—
—
—
Current service cost (*)
Finance expenses
12
17
Net actuarial (gains) losses for the year
8
(73)
Total
(61)
25
there are no assets servicing the
Effective return on plan assets
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 losses recognized at December 31, 2023 amounted to 8 million euros (net actuarial gains of
73 million euros in 2022), 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 2.30% at December 31, 2022
to 2.00% at December 31, 2023; the discount rate decreased, going from the 3.63% used at December 31, 2022
to 3.08% at December 31, 2023.
According to Italian law, the severance indemnity to which each employee is entitled depends on the period of
service and must be paid when the employee leaves the company. The 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.
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
TIM Group Consolidated
Financial Statements
Note 21
Employee benefits
209
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
Executives
2.00% per annum
3.08% per annum
3.0% per annum
1.0% per annum
0.5% per annum
0.0% per annum
Non-executives
2.00% per annum
3.08% per annum
3.0% per annum
1.0% per annum
0.5% per annum
0.0% per annum
DEMOGRAPHIC ASSUMPTIONS
Executives
Non-executives
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%
Mortality tables
RG48 published
by Ragioneria
Generale dello Stato
Mortality tables
RG48 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 496
million euros at December 31, 2023 (553 million euros at December 31, 2022).
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 8.3 years.
TIM Group Consolidated
Financial Statements
Note 21
Employee benefits
210
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)
—
—
(15)
14
19
(20)
The Provision for pension and other plans amounted to 15 million euros at December 31, 2023 (16 million
euros at December 31, 2022) and mainly represented pension plans in place at foreign companies of the Group.
Provisions for termination benefit incentives and corporate restructuring amounted to 4 million euros at
December 31, 2023, decreasing in 2023 by 219 million euros, mainly due to staff departures and the
reclassification to debt of amounts not yet paid in relation to plans already set aside in previous years by Italian
companies in the Domestic Business Unit.
NOTE 22
PROVISIONS
A decrease of 69 million euros compared to December 31, 2022. The figure breaks down as follows:
(million euros)
12.31.2022
Increase
12.31.2023
Taken to
income
Used
directly
Exchange
differences
and other
changes
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
89
334
444
362
11
14
1,254
910
344
18
30
92
57
—
1
198
(1)
(3)
(11)
(76)
4
(174)
—
3
(3)
(267)
25
(42)
12
2
—
—
(3)
129
310
472
251
11
12
1,185
679
506
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 40 million euros compared to December 31, 2022.
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 (in particular: batteries, wooden poles); it is mainly
attributable to the Parent Company TIM S.p.A. (158 million euros), the FiberCop company (127 million euros)
and the Brazil Business Unit (24 million euros).
The provision for legal disputes included the provision for litigation with other counterparties and employees.
The amount at December 31, 2023 included 333 million euros for the Domestic Business Unit and 139 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.. In 2023, it decreased by 111 million euros, mainly in relation to the performance of the provision for
contractual risks for onerous contracts (IAS 37) of the Parent Company TIM S.p.A., relating to contracts with
certain counterparties for offer of multimedia content and for a connectivity agreement and representative of
the net present value of the negative margin connected with these partnerships.
In particular, during the year 2023, the provision for contractual risks for onerous contracts of TIM S.p.A.
decreased by 70 million euros mainly as a result of a utilisation of 98 million euros of the provisions for risks
recognised in the years 2021 and 2022 only partially offset by the update, made in the year 2023, of the
provision for risks related to an existing long-term relationship.
TIM Group Consolidated
Financial Statements
Note 21
Employee benefits
211
The provision for risks and charges on investments and corporate-related transactions is unchanged from
December 31, 2022.
Other provisions for risks and charges come to 12 million euros and are essentially attributable to the
Domestic Business Unit.
NOTE 23
MISCELLANEOUS PAYABLES AND OTHER NON-
CURRENT LIABILITIES
This item rose by 180 million euros compared to December 31, 2022. 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:
12.31.2023
12.31.2022
595
—
24
619
103
329
275
707
1,326
400
—
58
458
87
354
247
688
1,146
(a)
(b)
(a+b)
■ payables to social security agencies amounting to 595 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
12.31.2023
12.31.2022
538
57
595
290
885
385
15
400
244
644
■ other payables equal to 24 million euros at December 31, 2023 referring mainly to the Brazil Business Unit.
The other non-current liabilities include:
■ Deferred revenues from contracts with customers (contract liabilities) of 103 million euros (87 million
euros at December 31, 2022) 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, 2023 will be reversed to the income statement generally by 2025. In particular, the item includes:
•
•
•
•
TIM S.p.A. deferred revenues for subscription charges and rent and maintenance payments (52
million euros);
TIM S.p.A. deferred revenues for network access subscription charges (19 million euros);
Deferred revenues of TIM S.p.A. for outsourcing charges (18 million euros);
deferred revenues from activation and installation fees for new contracts with TIM S.p.A. customers.
(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.
■ Other deferred revenue and income totaling 329 million euros; the item consisted of the non-current
portion (approx. 107 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 275 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.
TIM Group Consolidated
Financial Statements
Note 22
Provisions
212
NOTE 24
TRADE AND MISCELLANEOUS PAYABLES AND
OTHER CURRENT LIABILITIES
This item rose by 1,185 million euros compared to December 31, 2022. The figure breaks down as follows:
(million euros)
12.31.2023
12.31.2022
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)
5,042
399
5,441
194
323
415
480
52
1,047
4
506
2,827
829
50
43
922
9,384
5,042
399
5,441
52
49
101
105
105
5,647
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
Further details on Financial Instruments are provided in Note 20 "Supplementary disclosure on financial
instruments".
Trade payables amounting to 5,441 million euros (5,295 million euros at December 31, 2022), mainly refer to:
■ TIM S.p.A. (3,941 million euros); the increase on December 31, 2022 reflects the dynamics of payments
relating to bills payable;
■ Brazil Business Unit (943 million euros);
As of December 31, 2023, trade payables due in more than 12 months amounted to 44 million euros (59 million
euros as of December 31, 2022) and are mainly represented by payables of the Brazil Business Unit for the
renewal of telecommunications licenses.
Tax payables amounted to 194 million euros and mainly consisted of both the tax payables of the Brazil
Business Unit (109 million euros) and the payables of TIM S.p.A., mainly relating to the amount owed to the tax
authorities for tax payables withheld as withholding agent (63 million euros) and the amount payable for the
government concession tax (2 million euros).
Miscellaneous payables mainly comprise:
■
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;
■ advances on State grants to the parent company TIM S.p.A. for projects under the National Recovery and
Resilience Plan (NRRP) amounted to 758 million euros. For more details, see Note 17 “Net financial debt”.
■
the current portion of employee benefits and provisions amounted to 510 million euros;
It should also be noted that in October 2023, the Adjusted Closing Price (Adjusted Closing Price) was
finalized related to the acquisition by the Brazilian subsidiary TIM S.A. of part of the mobile telephony
assets of the Oi group with the consequent extinction of the debt position of the buyer (134 million euros
TIM Group Consolidated
Financial Statements
Note 24
Trade and miscellaneous payables and other current liabilities
213
as of December 31, 2022). Further details are provided in the Note 25 “Disputes and pending legal actions,
other information, commitments and guarantees”.
Other current liabilities amounted to 922 million euros at December 31, 2023 (935 million euros at December
31, 2022). They break down as follows:
■ Liabilities arising from contracts with customers (Contract liabilities), amounted to 829 million euros.
This item includes liabilities to customers related to the obligations of Group companies to transfer goods
and services for which they have received consideration. Liabilities with customers, generally with a
maturity of up to 12 months, are shown below;
In particular:
•
•
•
contract liabilities amounting to 7 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;
customer-related items, equal to 400 million euros; the item includes trade payables following
contractual relationships, such as the payable for prepaid traffic and the subscription charges charged
in advance;
progress payments and advances equal to 53 million euros relating to trade payables following
prepayments, such as deposits made by subscribers for telephone calls;
• deferred revenue from contracts with customers, amounting to 369 million euros, essentially
comprising the Parent Company's deferred revenue for:
–
–
–
rent and maintenance (194 million euros);
interconnection charges (111 million euros);
subscription charges (46 million euros);
– activation and installation of new contracts with customers (4 million euros).
■ Other deferred revenue and income amounted to 50 million euros. They mainly refer to deferred
revenues deriving from contracts for the sale of transmission capacity.
■ Others, amounting to 43 million euros. They mainly refer to the Parent Company and relate to payables
for advances on network works in progress.
TIM Group Consolidated
Financial Statements
Note 24
Trade and miscellaneous payables and other current liabilities
214
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, 2023, as well as those that came to an end during the period.
The TIM Group has posted liabilities totaling 366 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.
(a) Significant disputes and pending legal actions
International tax and regulatory disputes
At December 31, 2023, 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 19.2 billion reais (18.2 billion
reais at December 31, 2022), corresponding to approximately 3.6 billion euros at December 31, 2023. 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 3.1 billion reais (3.3 billion reais at
December 31, 2022).
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;
TIM Group Consolidated
Financial Statements
Note 25
Disputes and pending legal actions, other information, commitments and
guarantees
215
■ 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 10.4 billion reais (9.6 billion reais at
December 31, 2022).
Municipal taxes
Among disputes classified with a "possible" degree of risk, there are some relating to municipal taxes for a
total amounting to around 1.7 billion reais (around 1.6 billion reais at December 31, 2022).
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 4.0 billion reais (3.7 billion reais at
December 31, 2022).
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). The guarantee bond was subsequently renewed up to November 30,
2024.
On September 13, 2023, TIM was notified that more than five years had elapsed since the appeal was filed, in
accordance with Article 82 of the Code of Civil Procedure. TIM therefore requested that a public hearing be held
to discuss the appeal. The public hearing was scheduled for January 10, 2024. Following the hearing, by way of
order 709 of January 15, 2024, the Regional Administrative Court upheld the suspension of the proceedings, as
previously dictated by non-final judgment 6310 of May 23, 2019, and upheld the suspension of the
enforcement of the measure under the conditions dictated by that ruling, all of which pending the final
judgment in the (injurious) case which remains pending before the President of the Republic regarding the
duty to notify in accordance with the Golden Power provisions.
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
TIM Group Consolidated
Financial Statements
Note 25
Disputes and pending legal actions, other information, commitments and
guarantees
216
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. On April 11, 2023, KPNQWest (now Comm 3000) filed an appeal
the regional administrative court’s ruling before the Council of State.
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. In a judgment of February 21, 2024, the Court of Milan rejected in its
entirety Colt's claim for damages in the amount of 27 million euros.
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 meeting in Council Chamber
took place on June 13, 2023. By interlocutory order of July 19, 2023, the Court reinstated the case to the case
register. The date of the public hearing has not yet been set.
Eutelia and Clouditalia Telecomunicazioni (now Irideos) - 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 AGCM (the Italian
Competition Authority) procedure A428. 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, 2022, 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 hearing to examine the court-
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appointed expert, originally scheduled for October 18, 2023, has been postponed to February 7, 2024. Following
a request from the court-appointed expert to extend the deadline for filing the final report, the Judge once
again postponed the hearing to examine the court-appointed expert to May 22, 2024.
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 was scheduled for May 25, 2023. At the end of the hearing, the Council
of State ordered a report from a court-appointed expert on three issues regarding the profitability of the
investment in “white areas” with low population density. On October 11, 2023, the court-appointed experts
were sworn-in in the Council of State and requested an extension to the completion deadlines. Under the new
deadlines granted by the Council of State, the expert report should be filed by May 2024.
The case is set for a public hearing on May 16, 2024.
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
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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. By order of July 17, 2023, the Court of Milan lifted the
reservation and deferred the hearing for delivery of the verdict until April 3, 2024.
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 case 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. The hearing for the taking of evidence was set for October 5, 2023. The
Judge, having taken note of Irideos' request to defer the hearing and motivated by the judgment pending in
case A514 before the Council of State, deferred the hearing of the parties until October 10, 2024.
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. At the hearing on February 16, 2023, at the request of the applicants, it was
ordered that the case would be heard in open court, the date of which has not yet been set.
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. On June 8, 2023, the EU
Court of Justice published its decision concluding that the Italian legislation granting AGCom the power to
impose a monthly or multi-monthly billing requirement on fixed and convergent telephone service operators
for the renewal and invoicing of such offers, is not contrary to EU law. When proceedings resumed before the
Council of State in December 2023, TIM requested that its appeal be ruled inadmissible due to a lack of
interest. On January 18, 2024, the State Council declared the right to be extinguished.
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.
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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. TIM appealed the judgment to the Council of State.
In judgment 39 of January 2, 2024, the Council of State rejected TIM's main appeal, in keeping with its prior
rulings in the appeals brought by the other operators, and upheld the legitimacy of the measures adopted by
AGCom. In the same decision, the administrative court of appeal also rejected AGCom's counter-appeal aimed
at reinstating the 1,160,000 euro sanction that had originally been imposed on TIM and was later annulled by
the Lazio Regional Administrative Court.
In August 2019, AGCom initiated a new sanctions procedure (CONT 12/19/DTC) for failing to comply with the
order to refund fixed and converged network customers for the days eroded by 28-day billing, through the
procedures established in resolutions 112/18/CONS and 269/18/CONS. At the end of this procedure, the
Authority found in Resolution 75/20/CONS that TIM had failed to comply with these resolutions and imposed a
fine of 3 million euros. In July 2020, TIM appealed the decision before the Regional Administrative Court. We
are waiting for a date to be fixed for the discussion hearing.
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. By Order published on February 15, 2024, the
Court of Cassation rejected TIM's appeal.
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 TIM, 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.
On July 25, 2023, the Council of State reformed the decision of the Lazio Regional Administrative Court,
upholding the validity of AGCM ((the Italian Competition Authority) measure in case I820 and referring to the
Authority to redetermine the sanction in view of the reduced duration of the infringement.
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In view of the rulings of the Council of State on the quantum of the sanction, TIM – in a petition dated August
28, 2023 – asked the AGCM (the Italian Competition Authority) for the redetermination of the sanction to take
place in full adversarial proceedings between the parties as part of a special investigation procedure.
In its order of September 26, 2023, served on the Company on October 3, 2023, the AGCM (the Italian
Competition Authority) informed TIM that it had quantified the fine at 100,670,526.00 euros, holding that it had
no margins for discretion in executing the judgment of the Council of State. On October 12, 2023, TIM filed an
appeal to overturn the judgment of the Council of State and, on October 13, 2023, filed an appeal before the
Lazio Regional Administrative Court to annul the measure redetermining the sanction; TIM also requested the
suspension of the measure as a precautionary measure, which was rejected by order of November 9, 2023. For
both judgments a hearing on the merits has yet to be set.
In a communication dated December 6, 2023, the Authority urged TIM to pay the penalty of 100,670,526.00
euros plus legal interest accrued from November 3, 2023 until the day of actual payment amounting to
5,535,913.60 euros.
In a communication dated December 12, 2023, TIM contested the dueness of such interest due to the absence
of the prerequisites of liquidity and collectability required by Article 1282 of the Italian Civil Code, as well as an
error in identifying the dies a quo for calculation.
The Authority's Budget Office responded on February 2, 2024, acknowledging an error in the calculation of
legal interest, which was therefore restated to the amount of 4,121,837.47 euros, but reiterating that the same
is due.
TIM decided to appeal to the Lazio Regional Administrative Court against the Budget Office's notice to
challenge both the error in calculating the interest due and a defect in the Budget Office's competence.
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 (the Italian Competition Authority) 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 (the Italian Competition Authority) a first
report on the measures taken to fulfill the commitments made.
On May 11, 2022, AGCM (the Italian Competition Authority) 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.
On January 30, 2024, TIM sent AGCM (the Italian Competition Authority) the required annual report on the
implementation of the undertakings given.
By petition notified in April 2022, Open Fiber challenged the above AGCM (the Italian Competition Authority)
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, 2022, the regional administrative court rejected the
request and scheduled the merits hearing for January 26, 2023. At the January 26 hearing, after extensive
discussion, the judge reserved the right to deliberate. By judgment of April 14, 2023, the Regional
Administrative Court rejected as unfounded the appeal of Open Fiber, which on July 10, 2023, appealed the
Regional Administrative Court’s judgment to the Council of State.
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.
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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 (the Italian Competition Authority) 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, 2022.
On February 23, 2022, TIM and DAZN were convened separately to the AGCM (the Italian Competition
Authority) 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,
2022.
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, 2022.
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, 2022.
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 filed its statement of defence March 28, 2023, and the final hearing with the Authority was held on April 4,
2023.
On April 18, 2023, AGCM (the Italian Competition Authority) decided to again extend the deadline for the
conclusion of the proceedings to June 30, 2023, due to the complexity of the defence put forward by the
Parties in their pleadings.
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On June 28, 2023, AGCM (the Italian Competition Authority) ruled that the conduct of TIM and DAZN
constitutes an agreement restricting competition in breach of Article 101 TFEU.
Yet the arrangement – in particular regarding exclusivity – only lasted for approximately one month and its
potentially restrictive effects on competition were neutralized by the Authority’s timely initiation of the
investigation procedure on July 6, 2021.
Indeed, the precautionary sub-proceedings instigated at the start of the first football season of the three-year
period 2021-2024 actually prevented the effects of the arrangement from occurring, as at the beginning of
August 2021 TIM and DAZN discontinued the application of the disputed contractual clauses through their own
voluntary action. The original agreement was then replaced by a new contract, entered into in August 2022, in
which any exclusivity was completely eliminated, thus rooting out the antitrust concerns about exclusivity of
distribution.
Consequently, and in light of the mitigating circumstances recognised, AGCM (the Italian Competition
Authority) imposed a fine of 760,776.82 euros on TIM and a fine of 7,240,250.84 euros on DAZN.
On September 20, 2023, TIM paid the fine with reservations in view of the appeal brought by the Company with
the Lazio Regional Administrative Court against the decision against it. The public hearing for the discussion of
the appeal. was held on February 21, 2024 and the decision of the Regional Administrative Court is pending.
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.
On September 7, 2023, AGCM (the Italian Competition Authority) sent notice to TIM of the preliminary findings
relating to the main proceedings in question.
AGCM (the Italian Competition Authority) noted that there was insufficient evidence or facts to confirm that
TIM had abused a dominant position. As a result, AGCM (the Italian Competition Authority) did not to bring any
charges against the company.
On November 28, 2023, AGCM (the Italian Competition Authority) ruled that there was insufficient evidence to
establish that TIM had abused a dominant position pursuant to Article 3 of Law 287/1990.
As a result, no financial sanction was imposed on TIM.
Antitrust Case PS 12304 “Billing after withdrawal”
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 decided to implement a series of measures to make
the procedures for terminating contract, and, therefore, the related billing, even more efficient and
transparent.
On March 31, 2023, the Authority resolved to wrap up the proceedings by imposing a fine of 200,000 euros; the
amount of the fine was mitigated by the remedial actions taken by TIM. Similar proceedings were concluded
by the authority against the main communication operators.
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.
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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 appealed the judgment of the Regional
Administrative Court with the Council of State; The hearings on the merits were set for April 4 and April 27,
2023. At the end of the hearing on April 4, 2023, the case was reserved for judgment. On April 18, 2023, the
Council of Ministers issued a collegial order referring several issues to the EU Court of Justice for a preliminary
ruling.
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
appealed for revocation of this judgment to the Council of State. This appeal was declared inadmissible in
judgment 3318/2023.
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 Public Administration to obtain payment of the 1998 charges and,
consequently, the final balance. The company has challenged the judgment of the Lazio Regional
Administrative Court to the Council of State.
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,
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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. The hearing in
chambers was set for December 21, 2023. By order of February 29, 2024, the Supreme Court declared Poste's
appeal inadmissible, putting an end to the litigation and ordering Poste to pay TIM's legal costs and the
penalties provided for by Article 96, paragraphs 3 and 4 of the Code of Civil Procedure.
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 of Cassation declared inadmissible the appeals brought by the receivers of Elinet (bankrupt) and
Elitel Telecom (bankrupt), ordering both bankrupts, jointly and severally, to reimburse TIM for the costs of
litigation at the instance. The matter must therefore be considered definitively closed.
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. On January 8, 2024, both appeal proceedings were heard before the Paris Court of Appeal. A decision is
pending in both cases.
Iliad (winback)
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, and
later to 292.8 million euros.
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The proceedings ended in a judgment of September 25, 2023, which did not award Iliad any damages; TIM's
counterclaim was declared inadmissible.
In its notice of appeal served on December 15, 2023, Iliad requested that the first-instance judgment be
partially overturned, requesting, among other things, that TIM be ordered to pay full compensation of not less
than 292.8 million euros for the pecuniary and non-pecuniary damage suffered by Iliad.
Iliad (restrictions on duration and termination costs)
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.
The verdict hearing has been deferred until May 28, 2024.
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 TIM is entitled to: (a) reverse the economic benefits
relating to this migration granted retroactively from April 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 Reference
Offers in force ratione temporis; (c) therefore declare and order Fastweb to pay TIM 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 was held on December 14,
2022. The hearing for the admission of the preliminary motions has been postponed to June 13, 2023.
Subsequent to the filing of the preliminary motions, Fastweb re-quantified damage allegedly suffered as a
result of TIM's unlawful conduct at approximately 101.1 million euros (of which 13.2 million euros is subject to
the acceptance of TIM's main claim). At the hearing of June 13, 2023, the investigating judge reserved
judgment To dissolve this reservation, the G.I. ordered an expert report to be prepared by a court-appointed
expert, who was to be appointed and sworn in on November 21, 2023. The public hearing for the examination
of the court-appointed expert witness has been scheduled for September 17, 2024.
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 initial hearing took place on April 5, 2023,
with the Judge reserving judgment on the objection as to the invalidity of the writ of summons brought by TIM.
The initial hearing was deferred to October 11, 2023, following the admittance of the objection as to the
invalidity of the writ of summons brought by TIM. At the hearing, the Judge set three dates for the exchange of
pleadings between the parties: November 10, 2023, December 11, 2023, and January 2, 2024. The hearing for
admission of evidence is scheduled for March 6, 2024.
(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
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(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 subsequent proceedings were concluded in October 2022: The Court of Appeal in Milan confirmed the
outcome of the judgment challenged, repeating the acquittal of Telecom Italia and dismissing the requests for
sentencing of the General Prosecutor's Office in regard to the Company. However, the General Prosecutor’s
Office again appealed to the Court of Cassation, this time against the judgment of the Milan Court of Appeal.
In September 2023, the Court of Cassation issued a final judgment rejecting the appeal filed by the Milan
General Prosecutor’s Office against the acquittal pronounced by the Court of Appeal.
The Court of Cassation, in particular, found the grounds presented by the General Prosecutor's Office to be
inadmissible, thus acquitting Telecom of the indictment pursuant to Legislative Decree no. 231/2001 in a
definitive judgment.
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 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).
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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 these analyses aimed at deciding the appeal, on January 25, 2021 the company filed a request with
the Court of Appeal in Rome to bring forward the hearing (postponed as mentioned to January 25, 2022); This
is to avoid the umpteenth adjournment of the case, which concerns the failure to comply with two inter-partes
decisions rendered in the matter by the EU Court of Justice for a manifest 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 with judgment reserved. At the hearing on December 13,
2023, the Board granted the parties time to submit their closing statements and replies.
TIM S.A. - Arbitration proceedings no. 28/2021/SEC8
In March 2020, TIM S.A., a Brazilian subsidiary of the TIM Group, concluded negotiations with C6 bank 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.
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.
On February 1, 2021, TIM S.A. announced that as part of this partnership it had obtained the right to exercise a
Subscription Bonus to an indirect investment of approximately 1.44% in the share capital of Banco C6 S.A. due
to the fulfillment of the 1st tier of agreed objectives in December 2020. This was to be exercised whenever
deemed appropriate by the Company's management. If exercised, this subscription bonus will give TIM S.A. a
non-controlling position, thereby not placing it in a position of significant control or influence over the
management of Banco C6 S.A..
The Company subsequently exercised its option to purchase and convert C6 shares, representing 1.44% of the
share capital, equal to 163 million reais.
TIM S.A. - Arbitration proceedings connected with the acquisition of the
Oi Group mobile telephone assets
On September 19, 2022, TIM S.A. announced 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 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 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 was made into an
account linked to the Court ahead of the installation of the Court of Arbitration.
TIM Group Consolidated
Financial Statements
Note 25
Disputes and pending legal actions, other information, commitments and
guarantees
228
TIM S.A. appealed 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.
On October 4, 2023, TIM S.A. reported that the Court of Arbitration had approved an agreement stipulated
between the Company, Telefônica Brasil S.A. and Claro S.A. (the "Buyers") and Oi S.A. - Em Recuperação
Judicial (the "Seller") to put an end to the dispute and arbitration proceedings relating to the post-closing
adjustment of the purchase price assigned to Oi’s mobile telephone assets. The final price for the portion of the
mobile telephone assets attributed to TIM S.A., considering the post-closing adjustment negotiated in the
agreement, was 6.68 billion reais, taking the closing date as reference (“TIM Adjusted Final Price”).
Considering the TIM Adjusted Final Price, TIM S.A. has therefore redeemed a portion equal to half the amount
that had been deposited in court and subsequently transferred to the Court of Arbitration, which was initially
equivalent to approximately 317 million reais. The amount of the proceeds, redetermined at the closing date,
will be updated with the 100% change in the CDI index until deposit in court, interest and/or monetary update
applicable until the date on which the respective reimbursement is paid. The remaining amount has been
collected by the Seller as part of the purchase price of the mobile telephone assets attributed to TIM S.A..
Following the agreement, all matters and disputes pending between TIM S.A. and Oi S.A. in connection with
the acquisition of the mobile telephone assets, have been settled.
∂
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 220 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 132 million euros.
The guarantees provided by third parties to Group companies, amounting to 7,921 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 2,343 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 and Article 41, paragraph 5-bis of Italian
Legislative Decree 148/2015 or the voluntary redundancy of employees meeting the requirements; the
total amount of the guarantees issued is 1,040 million euros, including 973 million euros for TIM S.p.A. and
67 million euros for Group companies. with reference to the bank guarantees issued in favour of INPS for
which financial assets have been pledged, reference should be made to Note 10 "Non-current and current
financial assets";
■ TIM had bank guarantees issued in favor of Infratel over the advances of contributions under the National
Recovery and Resilience Plan (NRRP) in relation to the “Italia 1 Giga” plans (lots 1 and 5) for a total
exposure of 208 million euros. For more details, see Note 17 “Net financial debt”.
Lastly, in May 2018, TIM issued a surety to the Prime Minister’s Office for 74 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).
There are also surety bonds on the telecommunication services in Brazil for 668 million euros.
The loan guarantees are described in the Note 16 “Non-current and current financial liabilities”.
TIM Group Consolidated
Financial Statements
Note 25
Disputes and pending legal actions, other information, commitments and
guarantees
229
NOTE 26
REVENUES
This item rose by 508 million euros compared to 2022. The figure breaks down as follows:
(million euros)
Equipment sales
Services
Total
2023
1,343
14,953
16,296
2022
1,188
14,600
15,788
Revenues from telecommunications services are presented gross of amounts due to other TLC operators,
equal to 1,168 million euros (1,205 million euros in 2022), included in Costs of services.
Revenues from services in 2023 include revenues for voice and data services on fixed and mobile networks for
Retail customers for 7,871 million euros and for other Wholesale operators for 2,695 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 7 million euros compared to 2022. 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
NOTE 28
ACQUISITION OF GOODS AND SERVICES
2023
37
17
44
38
51
5
14
206
(a)
2023
1,158
This item rose by 279 million euros compared to 2022. 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
Other service expenses
1,168
127
1,453
237
229
537
532
407
32
703
5,425
(b)
Lease and rental costs:
Rent and leases
TLC circuit subscription charges
Other lease and rental costs
Total
85
188
662
935
7,518
(c)
(a+b+c)
2022
39
13
38
37
68
1
17
213
2022
1,164
1,205
130
1,263
235
311
507
518
406
37
665
5,277
83
189
526
798
7,239
In 2023, lease and rental costs included around 10 million euros in short-term lease payments of modest value
(approximately 12 million euros in 2022).
TIM Group Consolidated
Financial Statements
Note 26
Revenues
230
NOTE 29
EMPLOYEE BENEFITS EXPENSES
This item decreased by 193 million euros compared to 2022. The breakdown is 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
2023
2022
1,732
627
162
2,521
1
6
456
3
465
2,987
1,812
658
153
2,623
1
222
329
5
556
3,180
(a)
(b)
(c)
(a+b+c)
Employee benefits expenses mainly related to the Domestic Business Unit for 2,648 million euros (2,868 million
euros in 2022) and to the Brazil Business Unit for 338 million euros (311 million euros in 2022).
“Charges for termination benefit incentives” and “Corporate restructuring expenses” totaled 462 million euros
(551 million euros in 2022) and are mainly linked to outgoing staff, envisaged according to the application of
art. 4 of Law no. 92 of June 28, 2012 as per the agreements signed, during the year, with the trade unions and
referring entirely to the Italian companies of the Domestic Business Unit.
The average salaried workforce, including agency contract workers, stood at 43,145 employees in 2023 (45,912
in 2022). 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
2023
554
3,804
38,669
87
43,114
31
43,145
2022
589
4,090
41,059
159
45,897
15
45,912
The headcount at December 31, 2023, including agency contract workers, stood at 47,180 employees (50,392
at December 31, 2022), showing a decrease of 3,212 employees.
TIM Group Consolidated
Financial Statements
Note 29
Employee benefits expenses
231
NOTE 30
OTHER OPERATING EXPENSES
This item rose by 56 million euros compared to 2022. 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
Sundry expenses
Total
of which, included in the supplementary disclosure on financial instruments
2023
233
88
241
109
32
12
157
872
233
2022
236
129
243
104
25
13
66
816
236
The non-recurring item in the financial year 2023 amounted to 134 million euros (77 million euros in the
financial year 2022) and related mainly to regulatory penalties and provisions for onerous contracts.
Further details on Financial Instruments are provided in Note 20 "Supplementary disclosure on financial
instruments".
NOTE 31
INTERNALLY GENERATED ASSETS
This item decreased by 21 million euros compared to 2022. The figure breaks down as follows:
(million euros)
Intangible assets with a finite useful life
Tangible assets
Total
2023
230
308
538
2022
244
315
559
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 30
Other operating expenses
232
NOTE 32
DEPRECIATION AND AMORTIZATION
These increased by 86 million euros compared to 2022. 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
(a)
(b)
(c)
(a+b+c)
2023
1,045
485
10
1,540
37
2,162
7
155
2,361
440
483
35
4
962
4,863
2022
1,069
442
6
1,517
37
2,145
8
158
2,348
398
474
38
2
912
4,777
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 Note 39 "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)
2023
2022
15
15
26
26
(11)
50
50
14
14
36
TIM Group Consolidated
Financial Statements
Note 32
Depreciation and amortization
233
NOTE 34
IMPAIRMENT REVERSALS (LOSSES) ON NON-
CURRENT ASSETS
(million euros)
Impairment reversals on non-current assets:
on intangible assets
on tangible assets
Impairment losses on non-current assets:
on intangible assets
on tangible assets
Total
2023
2022
—
—
—
—
—
—
—
—
—
—
—
—
—
(a)
(b)
(a-b)
The net impairment losses on non-current assets were null in 2023.
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 2023, 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.
Further details are provided in the Note 5 "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
2023
2
45
6
53
2
2022
2
206
(2)
206
2
The balance for the 2023 financial year mainly includes the income connected to the definition, in October
2023, of the Adjusted Closing Price relating to the acquisition by the Brazilian subsidiary TIM SA of part of the Oi
group's mobile telephony assets (56 million euros). More in detail, on October 4, 2023, TIM S.A. reported that
the Court of Arbitration had approved an agreement stipulated between the Company, Telefônica Brasil S.A.
and Claro S.A. (the "Buyers") and Oi S.A. - Em Recuperação Judicial (the "Seller") to put an end to the dispute
and arbitration proceedings relating to the post-closing adjustment of the purchase price assigned to Oi’s
mobile telephone assets. The final price for the portion of the mobile telephone assets attributed to TIM S.A.,
considering the post-closing adjustment negotiated in the agreement, was 6.68 billion reais, taking the closing
date as reference (“TIM Adjusted Final Price”).
Considering the TIM Adjusted Final Price, TIM S.A. has therefore redeemed a portion equal to half the amount
that had been deposited in court and subsequently transferred to the Court of Arbitration, which was initially
equivalent to approximately 317 million reais. The amount of the proceeds, redetermined at the closing date,
will be updated with the 100% change in the CDI index until deposit in court, interest and/or monetary update
applicable until the date on which the respective reimbursement is paid. The remaining amount has been
collected by the Seller as part of the purchase price of the mobile telephone assets attributed to TIM S.A..
Following the agreement, all matters and disputes pending between TIM S.A. and Oi S.A. in connection with
the acquisition of the mobile telephone assets, have been settled.
In financial year 2022 the balance mainly included the net capital gain connected to the sale of 41% of the
share capital of the Daphne 3 holding company, which currently holds a 29.9% stake in Infrastrutture Wireless
Italiane - INWIT (171 million euros) as well as the capital gain net connected to the sale of the stake in Satispay
(33 million euros).
TIM Group Consolidated
Financial Statements
Note 34
Impairment reversals (losses) on non-current assets
234
NOTE 36
FINANCE INCOME AND EXPENSES
Finance income (expenses) showed a net expense of 1,740 million euros (expense of 1,423 million euros in
2022) 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
(*) of which IFRS 9 impact positive for 6 million euros in 2023, nil in 2022.
(b)
(a+b)
2023
1,095
(2,835)
(1,740)
2023
(855)
(379)
(70)
(426)
(1,730)
(61)
(200)
(261)
137
2
—
25
50
214
(1,777)
(3)
(2)
—
42
37
(1,740)
(1,387)
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)
(million euros)
2023
2022
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
Further details on Financial Instruments are provided in Note 20 "Supplementary disclosure on financial
instruments".
—
6
—
(6)
—
—
(1)
(7)
1
1
TIM Group Consolidated
financial statements
Note 36
Finance income and expenses
235
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
2023
271
2022
360
Exchange losses
Net exchange gains and losses
Income from fair value hedge derivatives
Charges from fair value hedge derivatives
Net result from fair value hedge derivatives
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)
(a)
Net effect of the Reversal of the Reserve of cash flow hedge derivatives
to the income statement (interest rate component)
(b)
Income from non-hedging derivatives
Charges from non-hedging derivatives
Net result from non-hedging derivatives
Net result from derivatives
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
(c)
(a+b+c)
(d)
(e)
(d+e)
(f)
(g)
(f+g)
(274)
(3)
—
—
—
461
(370)
91
62
(155)
(93)
(2)
—
—
—
—
—
—
—
87
(45)
42
(337)
23
2
(1)
1
426
(321)
105
56
(123)
(67)
39
—
—
—
3
(3)
—
—
69
(162)
(93)
TIM Group Consolidated
financial statements
Note 36
Finance income and expenses
236
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
2023
(1,107)
(1,441)
—
(1,441)
334
—
334
2022
(2,654)
(2,925)
—
(2,925)
271
—
271
TIM Group Consolidated
Financial Statements
Profit (loss) for the year
Note 37
237
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
(million euros)
(millions)
(euros)
(euros)
(million euros)
(millions)
(euros)
(euros)
(million euros)
(millions)
(euros)
(euros)
2023
(1,441)
—
(1,441)
21,250
(0.07)
—
(0.07)
(1,441)
—
(1,441)
21,250
(0.07)
—
(0.07)
—
21,250
—
2022
(2,925)
—
(2,925)
21,241
(0.14)
—
(0.14)
(2,925)
—
(2,925)
21,241
(0.14)
—
(0.14)
—
21,241
—
—
2023
—
2022
15,222,590,778 15,213,524,300
6,027,791,699
6,027,791,699
21,250,382,477 21,241,315,999
TIM Group Consolidated
Financial Statements
Note 38
238
Earnings per share
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
2023
(1,441)
—
—
(1,441)
21,259
(0.07)
—
(0.07)
(1,441)
—
—
(1,441)
21,259
(0.07)
—
(0.07)
—
—
21,259
—
2022
(2,925)
—
—
(2,925)
21,241
(0.14)
—
(0.14)
(2,925)
—
—
(2,925)
21,241
(0.14)
—
(0.14)
—
—
21,241
—
(million euros)
(millions)
(euros)
(euros)
(million euros)
(millions)
(euros)
(euros)
(million euros)
(millions)
(euros)
(euros)
—
2022
15,213,524,300
Average number of ordinary shares (*)
6,027,791,699
Average number of savings shares
21,241,315,999
Total
(*) 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, for 2022, 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); As
regards 2023 and 2022, 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, 2023:
—
2023
15,231,210,398
6,027,791,699
21,259,002,097
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
8,619,620
257,763,000
266,382,620
109,292
109,292
0.424
Further information is provided in Note 16 “Non-current and current financial liabilities” and Note 41 “Equity
compensation plans”.
TIM Group Consolidated
Financial Statements
Note 38
239
Earnings per share
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 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.
■ Brazil: includes mobile and fixed telecommunications operations in Brazil (TIM S.A.);
■ 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
240
Segment reporting
Separate Consolidated Income Statement by Operating Segment
(million euros)
Domestic
Brazil
Other Operations Adjustments and
Third-party revenues
Intragroup revenues
2023
11,885
2022
11,826
2023
4,411
2022
3,962
2023
2022
—
37
32
1
1
—
Revenues by operating segment
11,922
11,858
4,412
3,963
Other income
190
196
17
17
Total operating revenues and other income
12,112
12,054
4,429
3,980
Acquisition of goods and services
(5,862)
(5,697)
(1,687)
(1,562)
Employee benefits expenses
(2,648)
(2,868)
(338)
(311)
—
(2)
(1)
of which: provisions for employee severance
indemnities
—
—
Other operating expenses
(484)
(444)
(383)
(367)
(5)
(174)
(226)
(147)
(139)
29
430
16
458
18
102
6
93
3,577
3,519
2,141
1,839
(8)
(12)
Depreciation and amortization
(3,545)
(3,518)
(1,318)
(1,259)
eliminations
2023
—
2022
—
Consolidated
Total
2023
16,296
2022
15,788
(38)
(38)
(1)
(39)
33
—
—
—
—
—
6
—
—
(33)
—
—
(33)
16,296
15,788
—
206
213
(33)
16,502
16,001
27
(7,518)
(7,239)
—
(2,987)
(3,180)
—
(1)
—
—
8
1
—
(872)
(816)
(321)
(365)
47
538
22
559
5,710
5,347
—
(4,863)
(4,777)
—
—
—
—
(7)
(1)
—
(4)
—
—
—
(22)
23
—
24
10
10
—
13
—
833
593
—
—
(8)
—
—
(12)
1
—
(11)
—
1
—
1
—
836
606
36
—
(12)
35
(17)
(11)
—
—
—
(1)
(29)
23
of which: write-downs and expenses in
connection with credit management and
provision charges
Change in inventories
Internally generated assets
EBITDA
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
Revenues by operating segment
(million euros)
Domestic
Brazil
Other Operations Adjustments and
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
2023
142
(1)
141
2023
1,201
—
1,201
2022
1,059
—
1,059
2022
129
—
129
10,684 10,767 4,269 3,833
1
32
10,721 10,799 4,271 3,834
4,411 3,962
11,885 11,826
1
32
11,922 11,858 4,412 3,963
37
37
2
1
2023
—
—
—
—
—
—
2022
—
—
—
—
—
—
—
—
—
Consolidated
Total
eliminations
2023
—
1
1
—
(39)
(39)
—
(38)
(38)
2022
2023
2022
1,188
1,343
—
—
—
—
—
1,188
1,343
— 14,953 14,600
—
—
(33)
(33) 14,953 14,600
— 16,296 15,788
—
—
(33)
(33) 16,296 15,788
53
206
1,095
1,115
(2,835)
(2,538)
(880)
(588)
(227)
(2,066)
(1,107)
(2,654)
—
—
(1,107)
(2,654)
(1,441)
(2,925)
334
271
TIM Group Consolidated
Financial Statements
Note 39
241
Segment reporting
Purchase of intangible, tangible and rights of use assets by operating segment
(million euros)
Domestic
Brazil
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
2023
729
2,298
674
3,701
3,148
2022
913
2,178
464
3,555
3,207
2023
183
643
542
1,368
834
2022
215
650
489
1,354
870
553
348
534
484
Other Operations Adjustments and
2023
—
—
—
2022
—
—
—
eliminations
2023
—
—
—
2022
—
—
—
Consolidated
Total
2022
2023
912
1,128
2,941 2,828
953
1,216
—
—
—
—
—
—
—
—
—
— 5,069 4,909
4,077
3,982
—
—
1,087
832
Domestic
Brazil
Other Operations
Consolidated Total
12.31.2023 12.31.2022 12.31.2023 12.31.2022 12.31.2023 12.31.2022 12.31.2023 12.31.2022
50,392
40,984
47,180
37,901
9,395
9,267
12
13
Assets and liabilities by Operating Segment
Domestic
(million euros)
Brazil
Other Operations
Adjustments and
eliminations
Consolidated Total
7,916
1,046
8,962
271
12.31.2023 12.31.2022 12.31.2023
40,769
4,027
44,796
266
40,747
Non-current operating assets
3,975
Current operating assets
44,722
Total operating assets
Investments accounted for using
262
the equity method
Discontinued operations /Non-current assets held for sale
Unallocated assets
Total Assets
9,746
Total operating liabilities
Liabilities directly associated with Discontinued operations/Non-current assets held for sale
Unallocated liabilities
Equity
Total Equity and Liabilities
12.31.2022 12.31.2023 12.31.2022 12.31.2023 12.31.2022 12.31.2023 12.31.2022
2 48,686 48,720
4,861
5,044
53,581
53,730
539
537
—
7,892
7,907
62,159 62,027
10,937
11,897
—
32,365
32,749
17,513
18,725
62,159 62,027
7,970
907
8,877
277
—
(48)
(48)
—
1
19
20
—
1
19
20
—
(40)
(38)
—
8,886
2,214
2,133
(105)
(85)
22
23
(b) Reporting by geographical area
(million euros)
Italy
Outside Italy
Total
Revenues
Breakdown by location of
operations
2023
11,590
4,706
16,296
2022
11,553
4,235
15,788
Breakdown by location of
customers
2023
10,987
5,309
16,296
2022
10,928
4,860
15,788
(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
12.31.2023
40,549
8,137
48,686
12.31.2022
40,495
8,225
48,720
TIM Group Consolidated
Financial Statements
Note 39
242
Segment reporting
NOTE 40
RELATED-PARTY TRANSACTIONS
The following tables show the figures relating to related party transactions and the impact of those amounts
on the TIM Group’s separate consolidated income statement, consolidated statements of financial position
and consolidated statements of cash flows.
Pursuant to Art. 5, paragraphs 8 and 9, of Consob Regulation no. 17221 of March 12, 2010 concerning "Related-
party transactions" and subsequent amendments, in the 2023 financial year there are no transactions of
greater importance, as defined by the Art. 4, paragraph 1, letter. a) of the aforementioned regulation which
have significantly influenced the financial situation or results of the TIM Group.
In addition, there were no transactions concluded in 2023 that significantly impacted the equity position or
results of the TIM Group, nor were there any changes or developments with respect to the related-party
transactions described in the 2022 Report on Operations which had a significant effect on the financial position
or on the performance of the TIM Group in 2023.
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 2023 and 2022 are as follows:
SEPARATE CONSOLIDATED INCOME STATEMENT LINE ITEMS 2023
(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)
16,296
206
7,518
2,987
4,863
2,835
44
2
124
4
312
(11)
207
5
(b)
356
(9)
331
91
5
4
(b/a)
2.2
(4.4)
4.4
3.0
0.1
0.1
74
17
(*) 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 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
(b)
171
3
491
100
33
12
(b/a)
1.1
1.4
6.8
3.1
0.7
0.5
76
24
(*) 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.
TIM Group Consolidated
Financial Statements
Related-party transactions
Note 40
243
The effects of related-party transactions on the TIM Group separate consolidated statements of financial
position line items at December 31, 2023 and December 31, 2022, are as follows:
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION LINE ITEMS AT 12/31/2023
(million euros)
Total
Associates,
subsidiaries of
associates and
joint ventures
Other related
parties (*)
Pension funds
Total related
parties
% of financial
statement item
Net financial debt
Non-current financial
receivables arising from
lease contracts
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
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
(a)
(112)
(162)
4,743
5,771
838
25,776
5,515
2,187
2
2
2
4,699
50
1,326
(64)
(53)
2
3
(112)
51
44
19
(b)
(b/a)
(64)
(53)
2
2
3
(110)
57.1
32.7
—
—
0.4
(0.4)
51
0.9
2
0.1
94
19
2.0
1.4
9,384
29
71
23
123
1.3
(*) 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.
TIM Group Consolidated
Financial Statements
Related-party transactions
Note 40
244
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION LINE ITEMS AT 12/31/2022
Other related
parties (*)
Pension funds
Total related
parties
% of financial
statement item
Associates,
subsidiaries of
associates and
joint ventures
Total
(a)
(49)
(69)
4,597
870
25,370
5,488
(million euros)
Net financial debt
Non-current financial
receivables arising from
lease contracts
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
2,365
1
4,539
26
1,146
(1)
(11)
10
13
11
38
55
21
(b)
(b/a)
(1)
(11)
10
13
11
2.0
15.9
0.2
1.5
—
38
0.7
1
—
81
21
1.8
1.8
8,199
34
91
24
149
1.8
(*) 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.
TIM Group Consolidated
Financial Statements
Related-party transactions
Note 40
245
The effects of the related-party transactions on the significant TIM Group consolidated statements of cash
flows line items for 2023 and 2022 are as follows:
CONSOLIDATED STATEMENT OF CASH FLOWS LINE ITEMS 2023
(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.
5,069
66
39
27
1.3
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
1.4
TIM Group Consolidated
Financial Statements
Related-party transactions
Note 40
246
Transactions with associates, subsidiaries of associates and
joint ventures
The most significant values of the transactions with associates, subsidiaries of associates and joint ventures
are summarized in the tables below.
It should be noted that following the sale by TIM, on August 4, 2022, of 41% of the share capital of the holding
company Daphne 3 S.p.A., which holds a 29.9% stake in Italian Wireless Infrastructure (“INWIT”), INWIT ceased
to be a related party; Therefore, the following tables show only the income statement line items for the 2022
financial year, which reflect the transactions carried out up to the date of sale.
SEPARATE CONSOLIDATED INCOME STATEMENT LINE ITEMS
(million euros)
Revenues
2023
2022
TYPE OF CONTRACT
Polo Strategico Nazionale S.p.A.
72
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
Depreciation and amortization
Finance expenses
INWIT S.p.A.
TIMFin S.p.A.
Total finance expenses
5
2
1
(36)
44
2
Supply of software and related
installation and
configuration services; security services; cloud services,
Data Center spaces, connectivity, design.
16
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 and maintenance services.
15
Services
maintenance.
related
7
to
network
operation
and
Fixed and mobile
equipment, licenses and outsourcing services.
telephony services
1
including
Fixed and mobile
telephony services
equipment, Microsoft maintenance and
network connections and outsourcing.
1
including
licenses,
Mobile and fixed voice services, outsourcing services
and fees; costs related to financing transactions
recognised as a reduction of the Parent Company TIM
S.p.A.'s revenues.
(23)
17
Recovery of seconded personnel costs, recovery of
centralized expenses.
3
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 services,
remote management and
monitoring of the electricity consumption of TIM
technological infrastructures (BTS) hosted at INWIT
sites.
167
80
Supply of multimedia communication services and
capacity services.
67
services;
Supply of equipment and software licenses and related
professional
software
maintenance services linked to TIM offers to end
customers;
equipment
and
maintenance services for a period of 24 months linked
to the TIM offer for the customer Poste Italiane;
supplies for the expansion of TIM's fiber network.
hardware
network
security
and
34
27
9
1
124
4
4
Supply, installation and technical assistance services for
geolocation equipment provided as part of offers to TIM
customers, software development.
8
1
270
Amortisation of
connections to INWIT S.p.A.
rights of use on backhauling
29
Finance expenses related to financial liabilities for rights
of use.
9
Finance expenses for commission and other finance
expenses.
3
12
TIM Group Consolidated
Financial Statements
Related-party transactions
Note 40
247
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION LINE ITEMS
(million euros)
Net financial debt
12.31.2023
12.31.2022
TYPE OF CONTRACT
Current financial liabilities for
financing contracts and others
Other statement of financial
position line items
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
Total trade and miscellaneous
receivables and other current assets
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.
Total trade and miscellaneous
payables and other current
liabilities
2
2
45
1
2
1
—
50
10
11
5
2
29
Financial liabilities for expenses on the transfer of
receivables in respect of TIMFin S.p.A.
—
Prepayment (non-current portion) of costs to Italtel
S.p.A.
1
Supply of products,
installation and
configuration services, cloud servers, Data Center
spaces, connectivity and design
software
20
Services
maintenance.
related
3
to
network
operation
and
Supply of fixed and mobile telephone services including
equipment, Microsoft licenses and outsourcing services;
prepayment (current portion) of costs.
Supply, installation and technical assistance services for
geolocation equipment provided as part of offers to TIM
customers, software development.
1
1
1
26
Supply contracts connected with
operation.
15
investment and
Supply of multimedia communication services and
capacity services.
9
8 Miscellaneous costs for loans.
Supply, installation and technical assistance services for
geolocation equipment provided as part of offers to TIM
customers, software development.
2
34
CONSOLIDATED STATEMENT OF CASH FLOWS LINE ITEMS
(million euros)
2023
2022
TYPE OF CONTRACT
Purchase of intangible, tangible and
rights of use assets on an accrual
basis
Italtel S.p.A.
39
35
Software development, FTTH design for FiberCop
works, supply of hardware and software, installations of
hardware and engineering services for the network
platforms; supplies for the expansion of TIM's fiber
network.
INWIT S.p.A.
Total purchase of intangible,
tangible and rights of use assets on
an accrual basis
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
39
42
TIM Group Consolidated
Financial Statements
Related-party transactions
Note 40
248
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 (CDP) and Group subsidiaries;
Companies
responsibilities.
related through Directors, Statutory Auditors and Key Managers with strategic
SEPARATE CONSOLIDATED INCOME STATEMENT LINE ITEMS
2022
(million euros)
2023
Revenues
Cassa Depositi e Prestiti Group
311
153
TYPE OF CONTRACT
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 services and devices, application outsourcing
services, cloud services, maintenance services to Open
(formerly Metroweb) and electricity supply
Fiber
services.
Vivendi group
Total revenues
Other income
Acquisition of goods and services
1
312
(11)
Circuit rental services and feasibility study for routing
and submarine cable interface solutions in America to
the Vivendi Group.
1
154
Reversal of a CDP Group company's reimbursement due
to Telenergia following the Council of State's decision
no. 5002/2023 whereby the Court affirmed the right of
Telenergia to retain the amounts collected under
AEEGSI decision no. 333/2016.
Cassa Depositi e Prestiti Group
40
77
the
cables along
installation of
for
Concession of
telecommunication
the motorway
segments (occupation of soil and movement of cables)
and maintenance of
(formerly
Metroweb) network of Milan and Genoa (primary
network portion).
the Open Fiber
sheaths
Havas Group
159
139
Service & advisory activities in the purchase of media
space by the TIM Group; study and implementation of
advertising campaigns for the TIM and KENA brands,
editorial management services for TIM brands on social
media and TIM Group data room management services
Vivendi group
8
Operational management of TIM's “TIM I Love Games”
online store platform and related developments; TIM
cloud gaming (TIMGAMES) service in SaaS mode; use of
My Canal platform licenses.
5
Total acquisition of goods and
services
207
221
Depreciation and amortization
5
Purchase of underground infrastructure in black areas
and purchase of connected fiber to Open Fiber (formerly
Metroweb), a company of the Cassa Depositi e Prestiti
group.
4
TIM Group Consolidated
Financial Statements
Related-party transactions
Note 40
249
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION LINE ITEMS
(million euros)
Net financial debt
12.31.2023
12.31.2022
TYPE OF CONTRACT
Non-current financial assets
Current financial assets
Non-current financial liabilities
Current financial liabilities
Other statement of financial
position line items
(64)
(53)
2
3
Lease agreements for aerial infrastructure with Open
Fiber (Cassa Depositi e Prestiti group).
(1)
Lease agreements for infrastructure with Open Fiber
(Cassa Depositi e Prestiti group).
(11)
Leasing contract for Open Fiber (formerly Metroweb), a
company of the Cassa Depositi e Prestiti group
10
Payable for purchase in IRU infrastructure from Open
Fiber (formerly Metroweb), a company of the Cassa
Depositi e Prestiti group.
13
Rights of use assets
51
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
43
1
44
18
1
19
Supply and
installation of vertical segments and
infrastructures for Open Fiber (a company of the Cassa
Depositi e Prestiti group).
38
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,
application outsourcing
services,
maintenance services and electricity supply.
services,
cloud
55
Prepaid expenses related to costs for advertising
services.
—
55
19 Deferred income from deferred fees.
2 Deferred income for IRU sale.
21
Cassa Depositi e Prestiti Group
32
47
the
cables along
installation of
Concession of
for
the motorway
telecommunication
segments (occupation of soil and movement of cables),
use and maintenance of the Open Fiber (formerly
Metroweb) network of Milan and Genoa (primary
network portion) and purchase of electricity.
sheaths
Havas Group
36
42
Service & advisory activities in the purchase of media
space by the TIM Group; study and implementation of
advertising campaigns for the TIM and KENA brands,
editorial management services for TIM brands on social
media and TIM data room management services.
Vivendi group
3
Purchase of musical and television digital content,
operative management of the TIM S.p.A. on-line store
platform “TIM I Love Games” and related developments.
TIM cloud gaming (TIMGAMES) service in SaaS mode;
use of My Canal platform licenses.
2
Total trade and miscellaneous
payables and other current
liabilities
71
91
TIM Group Consolidated
Financial Statements
Related-party transactions
Note 40
250
CONSOLIDATED STATEMENT OF CASH FLOWS LINE ITEMS
(million euros)
2023
2022
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
27
—
27
Transactions with pension funds
The most significant amounts are summarized as follows:
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 Open Fiber (formerly
Metroweb) network of Milan and Genoa (primary
network portion).
28
Development of the discovery phase and MYCanal+
platform supply for the TimVision Service.
1
29
SEPARATE CONSOLIDATED INCOME STATEMENT LINE ITEMS
2022
(million euros)
2023
TYPE OF CONTRACT
Employee benefits expenses
Contributions to pension funds.
Fontedir
Telemaco
Other pension funds
Total employee benefits expenses
8
63
3
74
9
64
3
76
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION LINE ITEMS
(million euros)
12.31.2023
12.31.2022
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
Payables for contributions to pension funds.
2
20
1
23
3
20
1
24
TIM Group Consolidated
Financial Statements
Related-party transactions
Note 40
251
Remuneration to key managers
In 2023, the total remuneration recorded on an accrual basis by TIM or by Group subsidiaries in respect of key
managers amounted to 18 million euros (24 million euros in 2022).
(million euros)
Short-term remuneration
Long-term remuneration
Employment termination benefit incentives
Share-based payments (*)
Total
2023
15(1)
2022
14(3)
1
5 (4)
4(5)
24
3(2)
18
(*) 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, Stock Options Plan and Plans of the subsidiaries).
(1) of which 1.4 million euros recorded by the subsidiaries;
(2) of which 0.5 million euros recorded by the subsidiaries;
(3) of which 1.2 million euros recorded by the subsidiaries;
(4) of which 0.1 million euros recorded by the subsidiaries;
(5) of which 2.8 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 and, in 2023, do not include the effects of assessment differences related to 2022 costs
amounting to -0.4 million euros. Likewise, they do not take in the value referring to the taxable amount of the
LTI 2020-2022 Plan shares granted during the first half of 2023, amounting to 0.6 million euros.
In 2023, the contributions paid in to defined contribution plans (Assida and Fontedir) by TIM S.p.A. on behalf of
key managers, amounted to 230,900 thousand euros (212,000 thousand euros in 2022).
In 2023, "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:
Pietro Labriola
Managers:
Alberto Maria Griselli
Adrian Calaza Noia
Paolo Chiriotti
Simone De Rose
Massimo Mancini
Managing Director and Chief Executive Officer of TIM S.p.A.
General Manager of TIM S.p.A.
Diretor Presidente TIM S.A.
(1) Chief Financial Office
(2) Chief Human Resources & Organization Office
(3) Head of Procurement & Logistics
Chief Enterprise Market Office
Giovanni Gionata Massimiliano Moglia
(4) Chief Regulatory Affairs Office
Agostino Nuzzolo
(5) Head of Legal & Tax
Claudio Giovanni Ezio Ongaro
(6) Chief Strategy, Business Development & Wholebuy Office
Elisabetta Romano
Andrea Rossini
Eugenio Santagata
Elio Schiavo
Chief Network, Operations & Wholesale Office
(7) Chief Consumer, Small & Medium and Mobile Wholesale Market Office
(8) Chief Public Affairs & Security Office
Chief Enterprise and Innovative Solutions Office
(1) From November 24, 2023, Interim Head of Administration, Finance & Control in the Chief Network, Operations & Wholesale Office.
(2) From November 24, 2023, Interim Head of Regulatory Affairs in the Chief Network, Operations & Wholesale Office.
(3) From November 23, 2023, Head of Procurement. From November 24, 2023, also Interim Head of Procurement in the Chief Network, Operations &
Wholesale Office.
(4) From November 24, 2023, Interim Head of Regulatory Affairs in the Chief Network, Operations & Wholesale Office.
(5) From November 24, 2023, Interim Head of Legal & Tax in the Chief Network, Operations & Wholesale Office.
(6) Until November 23, 2023, Head of the Chief Strategy & Business Development Office. From November 24, 2023, also Interim Head of Strategy &
Business Development in the Chief Network, Operations & Wholesale Office.
(7) Until November 23, 2023, Head of the Chief Consumer, Small & Medium Market Office.
(8) From November 24, 2023, Interim Head of Public Affairs & Security in the Chief Network, Operations & Wholesale Office.
TIM Group Consolidated
Financial Statements
Related-party transactions
Note 40
252
NOTE 41
EQUITY COMPENSATION PLANS
Equity compensation plans in force at December 31, 2023, 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, 2023.
A summary is provided below of the plans in place at December 31, 2023.
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.
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.
At December 31, 2023, there were a total of 145 addressees and the number of options assigned at target is
197,645,537.
the
see
further
details,
at
Information
For
https://www.gruppotim.it/content/dam/gt/investitori/doc---avvisi/anno-2022/ita/Doc-informativo-Piano-stock-
option-22-24.pdf.
Description of other compensation plans
TIM S.p.A. - Long Term Incentive Plan 2020-2022
Document
initiative
the
on
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.
On April 7, 2022, the Shareholders’ Meeting approved, after acknowledging the changes in scenario, the
obsolescence of the 2020-2022 Long Term Incentive Plan and replaced the third cycle of this plan with the new
2022-2024 Stock Options Plan described previously.
For more details on the 2020-2022 LTI Plan, see to the TIM Group's Consolidated Financial Statements as at
December 31, 2022.
2020-2022 Cycle
The final results of the performance indicators tied to this cycle were approved by the TIM S.p.A. Board of
Directors on March 15, 2023. 10,879,774 shares were assigned to the 102 beneficiaries still employed with TIM or
the Group's subsidiaries as of December 31, 2022.
2021-2023 Cycle
The final results of the performance indicators tied to this cycle were approved by the TIM S.p.A. Board of
Directors on March 6, 2024.
Valuation at December 31, 2023 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
28,913,829 Performance Shares at target and the maintenance - for the 107 recipients continuing their
employment with TIM or Group subsidiaries at December 31, 2023 - of the right to receive a total of 8,619,620
shares (Attraction/Retention Shares).
TIM Group Consolidated
Financial Statements
Note 41
Equity compensation plans
253
TIM S.A. – Long Term Incentive Plan 2018-2020
On April 19, 2018, the General Meeting of Shareholders of TIM Participações S.A. (now 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). 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, 2023, 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.
At December 31, 2023, 100% of the rights assigned were considered as vested.
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.
Three vesting periods ended on December 31, 2023:
■
■
■
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).
In 2023: in compliance with the results approved on May 8, 2023, in July 284,922 shares were transferred to
beneficiaries, of which 230,188 relating to the original volume accrued, 25,174 granted according to the
degree to which objectives had been achieved and 29,560 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 July of the amount corresponding to 37,714 shares (30,471 relating to
the original volume accrued, 3,330 acknowledged according to the degree to which the objectives had
been achieved and 3,913 due to dividends distributed during the period).
At December 31, 2023, of the original volume assigned of 796,054 shares, 74,200 had been canceled due to the
beneficiaries having left the company and 605,082 shares had been transferred to beneficiaries (458,602
related to the original volume vested, 114,663 recognized on the basis of performance achieved and 31,817 for
effect of 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 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), thus completing the 2020 grant.
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.
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 purchase operation for part of Oi Móvel’s assets in Brazil as well as the success
of the subsequent integration operations.
TIM Group Consolidated
Financial Statements
Note 41
Equity compensation plans
254
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 February 9, 2023, the Board of Directors agreed to adjust the number of performance shares granted under
the Special Grant by 220,743 to conform the award to the new participant role.
On December 31, 2023, two vesting periods were completed:with regard to thetraditional grant:
■ 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).
■ 2023: in compliance with the results approved on May 8, 2023, in July 169,462 shares were transferred to
beneficiaries, of which 128,384 relating to the original volume accrued, 28,484 granted according to the
degree to which objectives had been achieved and 12,594 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 July of the amount corresponding to 17,576 shares (13,316 relating to
the original volume accrued, 2,954 acknowledged according to the degree to which the objectives had
been achieved and 1,306 due to dividends distributed during the period).
Regarding the Special Grant:
■ 2022: 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.
■ 2023: in compliance with the results approved on May 8, 2023, in July 1,038,041 shares were transferred to
beneficiaries, of which 829,161 relating to the original volume accrued, 131,775 granted according to the
degree to which objectives had been achieved and 77,105 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 July of the amount corresponding to 92,254 shares (76,087 relating to
the original volume accrued, 9,314 acknowledged according to the degree to which the objectives had
been achieved and 6,853 due to dividends distributed during the period).
As of December 31, 2023, 737,521 of a total of 3,431,610 allocated shares had been canceled due to
beneficiaries leaving the Company. This left a total of 821,942 shares that could be vested at the end of the
period.
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.
2023: in compliance with the results approved on May 8, 2023, in July 392,460 shares were transferred to
beneficiaries, of which 264,305 relating to the original volume accrued, 110,928 granted according to the
degree to which objectives had been achieved and 17,227 shares as a result of the dividends distributed during
the period. At December 31, 2023, 192,105 shares had been canceled due to beneficiaries leaving the company.
392,460 shares were transferred to the beneficiaries, leaving a total of 771,302 shares that could be vested at
the end of the period.
Year 2023
On July 31, 2023, plan beneficiaries were granted the right to receive a total of 1,560,993 shares, of which
1,189,900 performance shares restricted to performance conditions and with gradual vesting over 3 years and
371,093 restricted shares, with a vesting period of 3 years.
At December 31, 2023, the first vesting period had not yet concluded and 25,389 shares had been canceled due
to beneficiaries leaving the Company.
TIM Group Consolidated
Financial Statements
Note 41
Equity compensation plans
255
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)
2020-2022 LTI Plan – Second Cycle (2021-23)
—
0.42
n.a.
3 years
0.01
SOP 2022-2024
0.424
—
34.6%
3 years
0.02
Risk-free
interest rate
(4)
-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.
Parameters used for the assignments of TIM S.A.
Plans/Parameters
PS/RS Plan 2018
PS/RS Plan 2019
PS/RS Plan 2020
PS/RS Plan 2021
PS/RS Plan 2022
PS/RS Plan 2023
Duration
Nominal
value
(reais)
14.41
11.28
14.40
12.95
13.23
12.60
3 years
3 years
3 years
3 years
3 years
3 years
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, 2023.
TIM Group Consolidated Financial
Statements
Equity compensation plans
Note 41
256
NOTE 42
SIGNIFICANT NON-RECURRING EVENTS AND
TRANSACTIONS
The effect of 2023 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)
Equity
Profit (loss)
for the year Net financial
debt carrying
amount
Cash flows
(*)
Carrying amount
Other income
(a)
17,513
(1,107)
25,776
(661)
(11)
(11)
20
(20)
Acquisition of goods and services - Expenses related to
agreements and the development of non-recurring projects
and other expenses
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,
other provisions and charges
Net losses on disposals of non-current assets:
Other income (expenses) from investments
Other finance income
Other finance expenses
Total non-recurring effects
Income/(Expenses) relating to Discontinued operations
(42)
(42)
39
(39)
(477)
(477)
389
(389)
(126)
(126)
(4)
26
(2)
(34)
(670)
—
(b)
(c)
(4)
26
(2)
(34)
(670)
—
(437)
121
(3)
—
—
—
566
—
25,210
(121)
3
—
—
—
(566)
—
(95)
Figurative amount – financial statements
(a–b-c)
18,183
(*) Cash flows refer to the increase (decrease) in Cash and cash equivalents during the year.
The impact of non-recurring items on the separate consolidated income statement line items is as follows:
(million euros)
2023
2022
Other income:
Recovery of operating expenses
Acquisition of goods and services, Change in inventories:
Acquisition of goods and services - Expenses related to agreements and the
development of non-recurring projects and other costs
Employee benefits expenses:
(11)
23
(44)
(56)
Charges connected to corporate reorganization/restructuring and other costs
(484)
(572)
Other operating expenses:
Expenses related to disputes and regulatory sanctions and potential liabilities related to
them, other provisions and charges
Impact on Operating profit (loss) before depreciation and amortization, capital gains
(losses) and impairment reversals (losses) on non-current assets (EBITDA)
(134)
(77)
(673)
(682)
Gains (losses) on disposals of non-current assets:
Net losses on disposals of non-current assets:
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
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
(3)
(676)
46
(4)
(35)
(669)
—
(1)
—
(682)
203
—
(11)
(490)
(1,964)
17
(670)
(2,437)
TIM Group Consolidated
Financial Statements
Significant non-recurring events and transactions
Note 42
257
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 2023 the TIM Group did not pursue any atypical and/or unusual transactions, as defined by that
Communication.
NOTE 44
OTHER INFORMATION
(a) Exchange rates used to translate the financial statements
of foreign operations(*)
Bulgarian Lev
Czech koruna
Swiss franc
Turkish lira
Pound sterling
Romanian leu
Russian ruble
(local currency against 1 euro)
Europe
BGN
CZK
CHF
TRY
GBP
RON
RUB
North America
USD
Latin America
VES
BOB
PEN
ARS
CLP
COP
BRL
Other countries
ILS
NGN
Venezuelan bolivar
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)
12.31.2023
12.31.2022
Average exchange rates for the year
(income statements and statements of
cash flows)
2022
2023
1.95580
24.72400
0.92600
32.65310
0.86905
4.97560
99.55840
1.95580
24.11600
0.98470
19.96490
0.88693
4.94950
77.95160
1.95580
24.00227
0.97174
25.72788
0.86984
4.94676
92.48971
1.95580
24.56358
1.00475
17.40879
0.85268
4.93133
73.30944
39.62740
7.64290
4.09640
894.53730
974.79000
4,287.88000
5.34964
18.04390
7.38750
4.08040
189.69730
909.36000
5,194.90000
5.56520
30.78872
7.46531
4.04772
319.80098
908.72842
4,672.59585
5.40158
6.87673
7.25140
4.03697
137.13626
917.46919
4,474.96042
5.43993
3.99930
1,008.82030
3.75540
493.65090
3.98749
693.02751
3.53485
449.06170
U.S. dollar
1.10500
1.06660
1.08157
1.05335
(*) Source: Data processed by the European Central Bank, Reuters and major Central Banks.
(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)
2023
48
1,016
1,064
2022
49
906
955
The increase of 109 million euros compared to 2022 is mainly attributable to the consolidation of activities on
the 5G network in relation to NRRP projects.
In the 2023 Separate Consolidated Income Statement, a total of 866 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 (“Innovation, Research and Development” section).
TIM Group Consolidated
Financial Statements
Note 44
Positions or transactions resulting from atypical and/or unusual
operations
258
(c) Lease 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, 2023 and 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
12.31.2023
97
46
41
39
37
34
294
12.31.2022
91
39
38
34
33
30
265
(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 2023 and 2022:
Area of intervention
Distributing entity
Received in
2023
(million euros)
Received in
2022
(million euros)
Fondimpresa/Fondirigenti
Infratel
Ministry of Enterprises and Made in Italy (formerly the
Ministry of Economic Development)(1)
ANPAL
Other(2)
Total(3)
(*) include 488 million euros collected on January 2, 2024.
(1) 2023 – includes ChAALenge Project
(2) 2023 – MUR; Sector affected: research
(3) 2022 - includes 0.7 million euros in returns
training
3
construction of network
infrastructure
758 (*)
research and innovation
training
3
3
1
768
3
3
3
—
1
10
TIM S.p.A. has been included among the beneficiaries of the Ministry Decree (Enterprise and Made in Italy) of
March 5, 2018 and the ChAALenge innovation agreement of March 17, 2021 for a joint Research and
Development project (Prog. no. F/180016/01-05/X43 - CUP B49J22002110005).
The project’s “Smart Everything Everywhere” mode; aims to improve the quality of life of frail people in every
environment by building an integrated system to support frailty and aging.
The project was rolled out between January 1, 2021 and December 31, 2023. In 2023, TIM received
contributions of 366,600.33 euros.
(e) Directors' and statutory auditors' remuneration
Total remuneration due for 2023 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 4.166 million euros for directors and
0.610 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 and statutory auditors, 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.
TIM Group Consolidated
Financial Statements
Note 44
Other information
259
(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 2023 financial statements, and the fees referring to 2023 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 2023 are also shown.
(euros)
EY S.p.A.
Company
subsidiaries
TIM
S.p.A.
TIM
Group
Other entities of the EY network
Company
subsidiaries
TIM
S.p.A.
TIM
Group
Audit services
2,933,822 2,397,473 5,331,295
— 2,395,156 2,395,156
Audit services with the issue of
certification
Certification of compliance of the
Consolidated Non-Financial
Statement
Other services
Total 2023 fees due for auditing
and other services to the EY
network
223,094
—
223,094
—
43,195
43,195
82,239
37,000
—
—
82,239
37,000
—
—
52,022
52,022
—
—
3,276,155 2,397,473 5,673,628
— 2,490,373 2,490,373
Out-of-pocket expenses
50,490
25,630
76,120
—
29,157
29,157
Total
3,326,645 2,423,103 5,749,748
— 2,519,530 2,519,530
Total
EY network
7,726,451
266,289
134,261
37,000
8,164,001
105,277
8,269,278
TIM Group Consolidated
Financial Statements
Note 44
Other information
260
NOTE 45
EVENTS AFTER DECEMBER 31, 2023
TIM: received an offer from the Ministry of Economy and
Finance for the purchase of Sparkle
On January 31, 2024, TIM received an offer from the Ministry of Economy and Finance to purchase Sparkle. The
offer also references the possibility of negotiating another option, with possible adjustments to the contractual
conditions, in the event that TIM retains a minority stake for a certain period of time and supports the
implementation of the strategic plan.
TIM's Board of Directors met on February 7, 2024 to examine the offer. Deeming the offer to be unsatisfactory,
the Board mandated the CEO to negotiate a different option with the Ministry with adjustments to the
contractual conditions whereby TIM would retain a stake in the company for a certain period of time and
support the implementation of the strategic plan.
TIM: clarifications on the seizure by the Milan Public
Prosecutor's Office
On February 29, 2024, TIM S.p.A. (hereinafter also referred to as "the Company") was served a seizure order
issued on February 8, 2024 by the Milan Preliminary Investigation Judge, ordering the preventive seizure of
sums held in current accounts in the Company's name, for a total amount of €248,941,282.30.
The measure relates to an alleged cyber fraud (Article 640-ter of the Criminal Code) regarding "VAS” (Value
Added Services) provided by third-party companies called CSPs ( “Content Service Provider”).
In this regard, it should be noted that TIM S.p.A. is not under investigation in the proceedings in question, and
that the offence in dispute is not included among those which, under Legislative Decree no. 231 of 2001, could
theoretically constitute a basis for an administrative offence attributable to the Company.
With specific reference to TIM S.p.A., evidence of a possible instance of fraud in this area only emerged in 2019,
due to the significant number of disallowances of VAS services recorded in that year.
During this period, the Company reported these events to the Public Prosecutor's Office in Rome. The resulting
proceedings – currently in the process of being dismissed – confirmed the Company's status as victim of the
offence.
Moreover, the Company promptly took all necessary actions to neutralize the phenomenon of illicit activations
of VAS services.
TIM, through its lawyers, is examining this matter and considering the most appropriate legal steps.
TIM Group Consolidated
Financial Statements
Events subsequent to December 31, 2023
Note 45
261
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
PARENT COMPANY
TIM S.p.A.
SUBSIDIARIES CONSOLIDATED LINE-BY-LINE
DOMESTIC BU
Reg. office
Currency Share Capital % Ownership
% of
voting
rights
Participating companies
MILAN
EUR
11,677,002,855
CD FIBER S.r.l.
(design, construction, maintenance and management of
network infrastructure services and high-speed electronic
communication systems)
ROME
FIBERCOP S.p.A.
(infrastructures, networks, passive cabled access services to
the premises of end users to be offered to TLC operators
throughout Italy)
MILAN
EUR
50,000
100.0000
TIM S.p.A.
EUR
10,000,000
58.0000
TIM S.p.A.
GLOBAL SPACE TRE S.r.l. (in liquidation)
(ICT services)
ROME
EUR
10,000
100.0000
NOOVLE S.p.A. SOCIETA' BENEFIT
MED 1 SUBMARINE CABLES Ltd
(construction and management of the submarine cable
lev1)
RAMAT GAN
(ISRAEL)
9,607,583
ILS
100.0000
MINDICITY S.r.l. SOCIETA' BENEFIT
(design, development, implementation, installation,
management and marketing of software, hardware,
electronic IT systems and telecommunications systems)
CASALMAGGIORE
(CREMONA)
10,000
EUR
70.0000
TELECOM ITALIA SPARKLE S.p.A.
OLIVETTI S.p.A. SOCIETA' BENEFIT
NOOVLE AI S.r.l. (in liquidation)
(ICT services)
ROVERETO
(TRENTO)
10,000
EUR
100.0000
NOOVLE S.p.A. SOCIETA' BENEFIT
NOOVLE INTERNATIONAL SAGL
(ICT services)
PREGASSONA
(SWITZERLAND)
20,000
CHF
100.0000
NOOVLE S.p.A. SOCIETA' BENEFIT
NOOVLE MALTA Ltd
(ICT services)
GZIRA
(MALTA)
10,000
EUR
90.0000
NOOVLE INTERNATIONAL SAGL
NOOVLE S.p.A. SOCIETA' BENEFIT
(design, implementation and management of
infrastructures and data center services)
MILAN
EUR
1,000,000
100.0000
TIM S.p.A.
NOOVLE SICILIA S.c.a.r.l. (in liquidation)
(ICT services)
PALERMO
EUR
OLIVETTI PAYMENT SOLUTIONS S.p.A. (in liquidation)
(management of equity investments, study and research
activities, commercial, industrial, financial movable and real
estate activities)
MILAN
EUR
50,000
80.0000
NOOVLE S.p.A. SOCIETA' BENEFIT
50,000
100.0000
OLIVETTI S.p.A. SOCIETA' BENEFIT
OLIVETTI S.p.A. SOCIETA' BENEFIT
(production and sale of office equipment and information
technology services)
EUR
IVREA
(TURIN)
11,000,000
100.0000
TIM S.p.A.
PANAMA DIGITAL GATEWAY S.A.
(telecommunications services and data center
management)
PANAMA CITY
(PANAMA)
10,000
USD
60.0000
TELECOM ITALIA SPARKLE S.p.A.
ROME
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 SPARKLE S.p.A.
(completion and management of telecommunications
services for public and private use)
ROME
EUR
419,000
100.0000
OLIVETTI S.p.A. SOCIETA' BENEFIT
EUR
200,000,000
100.0000
TIM S.p.A.
TELECOM ITALIA TRUST TECHNOLOGIES S.r.l.
(other operations related to non-classified IT services)
POMEZIA
(ROME)
7,000,000
EUR
100.0000
OLIVETTI S.p.A. SOCIETA' BENEFIT
TELECOM ITALIA VENTURES S.r.l.
(investment holding company)
MILAN
TELECONTACT CENTER S.p.A.
(telemarketing services)
NAPLES
EUR
10,000
100.0000
TIM S.p.A.
EUR
3,000,000
100.0000
TIM S.p.A.
EUR
TELEFONIA MOBILE SAMMARINESE S.p.A.
(development and management of mobile
telecommunications plants and services)
BORGO
MAGGIORE
(SAN MARINO)
78,000
51.0000
TIM SAN MARINO S.p.A.
TIM Group Consolidated
Financial Statements
List of companies of the TIM Group
Note 46
262
Company name
Reg. office
Currency Share Capital % Ownership
% of
voting
rights
Participating companies
TELENERGIA S.r.l.
(import, export, purchase, sale and trade of electricity)
ROME
EUR
100,000
100.0000
TIM S.p.A.
TELSY S.p.A.
(production, installation, maintenance, reconditioning and
sale of terminals, radio telephones, telecommunications
and electronic systems in general)
TURIN
EUR
5,390,000
100.0000
TIM S.p.A.
TI SPARKLE AMERICAS Inc.
(managed bandwidth services)
MIAMI
(USA)
10,000
USD
100.0000
TELECOM ITALIA SPARKLE S.p.A.
BUENOS AIRES
TI SPARKLE ARGENTINA S.A.
(ARGENTINA)
(managed bandwidth services)
9,998,000
ARS
100.0000
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE AUSTRIA GmbH
(telecommunications services)
VIENNA
(AUSTRIA)
2,735,000
EUR
TI SPARKLE BELGIUM S.P.R.L. - B.V.B.A.
(telecommunications services)
BRUSSELS
(BELGIUM)
2,200,000
EUR
100.0000
TELECOM ITALIA SPARKLE S.p.A.
99.9967
0.0033
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE UK Ltd
TI SPARKLE BRASIL PARTIÇIPAÇÕES Ltda
(investment holding company)
RIO DE JANEIRO
(BRAZIL)
71,563,866
BRL
99.9999
0.0001
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE AMERICAS Inc.
TI SPARKLE BRASIL TELECOMUNICAÇÕES Ltda
(managed bandwidth services)
RIO DE JANEIRO
(BRAZIL)
69,337,363
BRL
99.9999
0.0001
TI SPARKLE BRASIL PARTIÇIPAÇÕES Ltda
TI SPARKLE AMERICAS Inc.
TI SPARKLE BULGARIA EOOD
(telecommunications)
SOFIA
(BULGARIA)
100,000
BGN
TI SPARKLE CHILE S.p.A.
(managed bandwidth services)
SANTIAGO
(CHILE)
5,852,430,960
CLP
100.0000
TELECOM ITALIA SPARKLE S.p.A.
100.0000
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE COLOMBIA Ltda
(managed bandwidth services)
BOGOTA
(COLOMBIA)
COP
12,635,774,000
99.9999
0.0001
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE AMERICAS Inc.
TI SPARKLE CZECH S.R.O. V LIKVIDACI (in liquidation)
(telecommunications services)
PRAGUE
(CZECH
REPUBLIC)
6,720,000
CZK
TI SPARKLE FRANCE S.A.S.
(installation and management of telecommunications
services for fixed network and related activities)
EUR
PARIS
(FRANCE)
18,295,000
100.0000
TELECOM ITALIA SPARKLE S.p.A.
100.0000
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE GERMANY GmbH
(telecommunications services)
FRANKFURT
(GERMANY)
25,000
EUR
100.0000
TELECOM ITALIA SPARKLE S.p.A.
ATHENS
TI SPARKLE GREECE S.A.
(GREECE)
(telecommunications)
368,760
EUR
100.0000
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE ISRAEL Ltd
RAMAT GAN
(ISRAEL)
(international wholesale telecommunication services)
1,000
ILS
100.0000
TI SPARKLE NETHERLANDS B.V.
AMSTERDAM
(NETHERLANDS)
(telecommunications services)
18,200
EUR
100.0000
TELECOM ITALIA SPARKLE S.p.A.
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE NORTH AMERICA, Inc.
(telecommunications and promotional services)
NEW YORK
(USA)
15,550,000
USD
100.0000
TELECOM ITALIA SPARKLE S.p.A.
PANAMA CITY
TI SPARKLE PANAMA S.A.
(PANAMA)
(managed bandwidth services)
10,000
USD
100.0000
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE PERU' S.A.
(managed bandwidth services)
PEN
LIMA
(PERU)
57,101,788
TI SPARKLE PUERTO RICO LLC
SAN JUAN
(PUERTO RICO)
(managed bandwidth services)
3,050,000
USD
99.9999
0.0001
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE AMERICAS Inc.
100.0000
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE ROMANIA S.r.l.
BUCHAREST
(ROMANIA)
(telecommunications services)
3,021,560
RON
100.0000
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE RUSSIA LLC
MOSCOW
(RUSSIA)
(telecommunications Services)
8,520,000
RUB
99.0000
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE UK Ltd
1.0000
TI SPARKLE SINGAPORE Pte.Ltd
(telecommunications services)
SINGAPORE
USD
5,121,120
TELECOM ITALIA SPARKLE S.p.A.
99.9999
TI SPARKLE NORTH AMERICA, Inc.
0.0001
TI SPARKLE SLOVAKIA S.R.O. V LIKVIDÁCII (in liquidation)
(telecommunications services)
BRATISLAVA
(SLOVAKIA)
300,000
EUR
100.0000
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE SPAIN TELECOMMUNICATIONS S.L.
(telecommunications services)
MADRID
(SPAIN)
1,687,124
EUR
100.0000
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE ST. CROIX LLC
(managed bandwidth services)
VIRGIN ISLANDS
(USA)
1,000
USD
100.0000
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE SWITZERLAND GmbH
(telecommunications services)
ZURICH
(SWITZERLAND)
2,000,000
CHF
TI SPARKLE TURKEY TELEKOMÜNIKASYON ANONIM SIRKETI
(telecommunications services)
ISTANBUL
(TURKEY)
65,000,000
TRY
TI SPARKLE UK Ltd
(value-added and networking services)
LONDON
(UNITED
KINGDOM)
3,983,254
EUR
TI SPARKLE VENEZUELA C.A.
CARACAS
(VENEZUELA)
(managed bandwidth services)
VES
10
100.0000
TELECOM ITALIA SPARKLE S.p.A.
100.0000
TELECOM ITALIA SPARKLE S.p.A.
100.0000
TELECOM ITALIA SPARKLE S.p.A.
100.0000
TELECOM ITALIA SPARKLE S.p.A.
ROME
TIM MY BROKER S.r.l.
(insurance brokerage)
EUR
10,000
100.0000
TIM S.p.A.
TIM Group Consolidated
Financial Statements
List of companies of the TIM Group
Note 46
263
Company name
Reg. office
Currency Share Capital
% Ownership
% of
voting
rights
Participating companies
TIM RETAIL S.r.l.
(sale of fixed and mobile telecommunications products and
services and all analog and digital broadcasting equipment)
MILAN
EUR
2,402,241
100.0000
TIM S.p.A.
TIM SAN MARINO S.p.A.
(San Marino telecommunications management)
BORGO MAGGIORE
(SAN MARINO)
1,808,000
EUR
100.0000
TIM S.p.A.
TIS LAGOS LIMITED
(telecommunications services)
NGN
LAGOS
(NIGERIA)
10,000,000
TS-WAY S.r.l.
(safeguarding and protecting the company's IT assets in the
field of IT security)
BRAZIL BU
ORVIETO
(TERNI)
11,364
EUR
99.9999
0.0001
TELECOM ITALIA SPARKLE S.p.A.
TI SPARKLE UK Ltd
100.0000
TELSY S.p.A.
TIM BRASIL SERVIÇOS E PARTICIPAÇÕES S.A.
(investment holding company)
RIO DE JANEIRO
(BRAZIL)
8,227,356,500
BRL
99.9999
0.0001
TELECOM ITALIA FINANCE S.A.
TIM S.p.A.
TIM S.A.
(telecommunications services)
RIO DE JANEIRO
(BRAZIL)
13,477,890,508
BRL
66.5882
0.0005
66.5885 TIM BRASIL SERVIÇOS E PARTICIPAÇÕES S.A.
TIM S.A.
OTHER OPERATIONS
OLIVETTI DEUTSCHLAND GmbH
(sale of office equipment and supplies)
NÜRNBERG
(GERMANY)
25,600,000
EUR
100.0000
OLIVETTI S.p.A. SOCIETA' BENEFIT
OLIVETTI UK Ltd
(sale of office equipment and supplies)
NORTHAMPTON
(UNITED
KINGDOM)
6,295,712
GBP
100.0000
OLIVETTI S.p.A. SOCIETA' BENEFIT
TELECOM ITALIA CAPITAL S.A.
(financial company)
LUXEMBOURG
TELECOM ITALIA FINANCE S.A.
(financial company)
LUXEMBOURG
EUR
2,336,000
100.0000
TIM S.p.A.
EUR
1,818,691,979
100.0000
TIM S.p.A.
TELECOM ITALIA LATAM PARTICIPAÇÕES E GESTÃO
ADMINISTRATIVA Ltda
(telecommunications and promotional services)
SAO PAULO
(BRAZIL)
118,925,804
BRL
99.9997
TIM S.p.A.
TIM Group Consolidated
Financial Statements
List of companies of the TIM Group
Note 46
264
Company name
Currenc
y
ASSOCIATES AND JOINT VENTURES ACCOUNTED FOR USING THE EQUITY METHOD
Reg. office
Share
Capital
% Ownership
% of
voting
rights
Participating companies
AREE URBANE S.r.l. (in bankruptcy)
(real estate management)
MILAN
EUR
100,000
32.6200
TIM S.p.A.
DAPHNE 3 S.p.A.
(acquisition, holding, management and disposal of
shareholdings in INWIT)
MILAN
EUR
100,000
10.0000
(*)
TIM S.p.A.
I-SYSTEMS S.A.
(telecommunications systems)
RIO DE JANEIRO
(BRAZIL)
1,794,287,995
BRL
49.0000
TIM S.A.
ITALTEL S.p.A.
(telecommunications systems)
ROME
NORDCOM S.p.A.
(application service provider)
MILAN
EUR
5,692,956
17.7200
(*)
TIM S.p.A.
EUR
5,000,000
42.0000
TIM S.p.A.
PEDIUS S.r.l.
(Specialized telecommunications applications, telephone
line telecommunications, VoIP services)
ROME
EUR
181
16.5553
(*)
TELECOM ITALIA VENTURES S.r.l.
POLO STRATEGICO NAZIONALE S.p.A.
(design, preparation, set-up and provision of a high-
reliability national data network infrastructure for public
administration)
ROME
EUR
3,000,000
45.0000
TIM S.p.A.
QTI S.r.l.
(development, production and marketing of innovative
products and services with high technological value)
FLORENCE
EUR
19,608
49.0000
TELSY S.p.A.
SMART STRUCTURES SOLUTIONS S.r.l.
(engineering activities)
ROME
EUR
15,000
36.0000
STAER SISTEMI S.r.l.
TIGLIO I S.r.l. (in liquidation)
(real estate management)
MILAN
EUR
100,000
47.8020
TIM S.p.A.
TIMFIN S.p.A.
(financing to the general public, including financing in the
form of personal and consumer loans)
W.A.Y. S.r.l.
(development and marketing of security and logistics
geolocation products and systems)
TURIN
EUR
40,000,000
49.0000
TIM S.p.A.
TURIN
EUR
136,383
40.0000
OLIVETTI S.p.A. SOCIETA' BENEFIT
WEBIDOO S.p.A.
(ICT services)
MILAN
WESCHOOL S.r.l.
(research and development, commercialization and
patenting of all intellectual works related to technology,
information technology and telecommunications)
MILAN
EUR
EUR
242,357
10.0195
(*)
TELECOM ITALIA VENTURES S.r.l.
25,000
15.0160
(*)
TELECOM ITALIA VENTURES S.r.l.
(*) Associated company 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
DESENZANO DEL
CONSORZIO ITALIAN BROADCASTING ADVANCE
GARDA
SOLUTIONS (I.B.A.S.)
(BRESCIA)
(consultancy services for the management of joint
promotional activities and related public relations of
consortium members)
16,000
EUR
12.5000
STAER SISTEMI S.r.l.
DAHLIA TV S.p.A. (in liquidation)
(pay-per-view services)
ROME
EUR
11,318,833
10.0786
TIM S.p.A.
FIN.PRIV. S.r.l.
(financial company)
MILAN
EUR
20,000
14.2850
TIM S.p.A.
MIX S.r.l.
(internet service provider)
MILAN
EUR
2,500,000
11.0937
TIM S.p.A.
WIMAN S.r.l. (in liquidation)
(development, management and implementation of
platforms for WI-Fi authentication on social media)
MATTINATA
(FOGGIA)
22,233
EUR
13.4935
TELECOM ITALIA VENTURES S.r.l.
TIM Group Consolidated
Financial Statements
List of companies of the TIM Group
Note 46
265
CERTIFICATION OF THE CONSOLIDATED
FINANCIAL STATEMENTS PURSUANT TO
ARTICLE 81-TER OF CONSOB REGULATION 11971
DATED MAY 14, 1999, AS AMENDED
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 2023 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, 2023:
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 consolidated 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 6, 2024
TIM Group Consolidated
Financial Statements
Certification of the Consolidated Financial
Statements
266
INDEPENDENT AUDITORS' REPORT
TIM Group Consolidated
Financial Statements
Independent Auditors’ Report 267
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, 2023, 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 material accounting policy information.
In our opinion, the consolidated financial statements give a true and fair view of the financial position
of the Group as at December 31, 2023, 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
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
i.v.
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, 2023, goodwill amounts to
Euro 19,170 million and refers for Euro 18,153
million to the Domestic cash generating unit
("CGU") and for Euro 1.017 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 each 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 each 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 16,296
million as of December 31, 2023, 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, 2023, 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;
► testing of the "Legal Suite" database in order
to assess the completeness of the
proceedings in which the company is
involved;
► 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 in which AGCM fined
TIM for a 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 2023,
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, 2023, 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, 2023,
amounts to Euro 3.6 billion. With reference to
this potential liability, the Group recognized a
provision of Euro 125 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
Management and, also considering 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
confirmation 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;
► the assessment of the reasonableness of the
accuracy of the forecasts compared with
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.
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, 2023, deferred tax assets
amount, net of impairment, to Euro 701 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)".
Non-current assets held for sale/Discontinued
operations
In execution of the resolutions adopted by the
Board of Directors in November 2023, TIM
S.p.A. signed the “Transaction Agreement” whit
KKR which regulates:
► the contribution by TIM S.p.A. of a business
unit - consisting of activities relating to the
primary network, wholesale activity and the
entire shareholding in the subsidiary
Telenergia S.r.l. - in FiberCop S.p.A., a
company that already manages the activities
relating to the fiber and copper secondary
network; and
► the simultaneous purchase by Optics Bidco
(an entity controlled by KKR) of the entire
shareholding held by TIM S.p.A. in FiberCop
S.p.A. itself (also referred to as “Net.Co”),
following the aforementioned contribution.
The transaction agreement provides that on the
closing date a Master Services Agreement will
be signed which will regulate the terms and
conditions of the services that will be provided
between NetCo and TIM S.p.A. following the
completion of the transaction.
Once these activities are completed and the
conditions precedent are fulfilled, NetCo will be
classified by TIM as an Asset held for sale in
accordance with IFRS 5.
Considering the level of judgment required and
the complexity of the assumptions applied in
assessing the potential impacts of the
transaction, we considered this area a key audit
matter.
Disclosures related to the transaction are
reported in note 2 "Accounting policies" in the
paragraph “Non-current assets held for
sale/Discontinued operations".
Our audit procedures in response to the key
audit matter included, among others:
► the analysis of contracts and documentation
prepared by TIM and its Advisors to support
management's decision-making process;
► the analysis of the procedure implemented by
the Company for the identification of the
perimeter subject to the transaction and the
consistency of the assumptions used with
respect to the criteria and methodology for
the identification of the CGUs for the
purposes of the impairment test;
► verifying the reasonableness of the
assumptions used and the forecasts
formulated regarding the effects of the
transaction, once completed, in order to
verify that, where appropriate, they have
been reflected in the financial statements as
at 31 December 2023;
In performing our analysis, we involved our
experts in valuation techniques in order to verify
the consistency between the analysis carried
out by management and the assumptions used
for the impairment test of the Domestic CGU.
Lastly, we reviewed the adequacy of the
disclosures provided in the notes to the 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, 2023,
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 ,2023 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, 2023, 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 26, 2024
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.
TIM S.P.A.
SEPARATE
FINANCIAL
STATEMENTS
CONTENTS
TIM S.P.A. SEPARATE FINANCIAL STATEMENTS
Statements of Financial Position .......................................................... 280
Separate Income Statements ................................................................ 282
Statements of Comprehensive Income ............................................... 283
Statements of Changes in Equity ......................................................... 284
Statements of Cash Flows ...................................................................... 285
Note 1 Form, content and other general information ............................................................... 287
Note 2 Accounting policies ............................................................................................................ 289
Note 3 Goodwill ............................................................................................................................... 302
Note 4 Intangible assets with a finite useful life ........................................................................ 304
Note 5 Tangible assets ................................................................................................................... 307
Note 6 Rights of use assets ........................................................................................................... 309
Note 7 Investments ......................................................................................................................... 311
Note 8 Non-current and current financial assets ....................................................................... 314
Note 9 Miscellaneous receivables and other non-current assets ............................................ 316
Note 10 Income tax expense (current and deferred) ................................................................ 318
Note 11 Inventories ......................................................................................................................... 322
Note 12 Trade and miscellaneous receivables and other current assets ............................... 322
Note 13 Equity ................................................................................................................................. 325
Note 14 Non-current and current financial liabilities ................................................................. 329
Note 15 Net financial debt ............................................................................................................. 335
Note 16 Financial risk management ............................................................................................ 339
Note 17 Derivatives ......................................................................................................................... 343
Note 18 Supplementary disclosures on financial instruments ................................................. 346
Note 19 Employee benefits ........................................................................................................... 351
Note 20 Provisions .......................................................................................................................... 353
Note 21 Miscellaneous payables and other non-current liabilities .......................................... 354
Note 22 Trade and miscellaneous payables and other current liabilities ............................... 355
Note 23 Disputes and pending legal actions, other information, commitments and
guarantees ....................................................................................................................................... 357
Note 24 Revenues ........................................................................................................................... 371
Note 25 Other income .................................................................................................................... 371
Note 26 Acquisition of goods and services .................................................................................. 372
Note 27 Employee benefits expenses .......................................................................................... 373
Note 28 Other operating expenses .............................................................................................. 374
Note 29 Change in inventories ...................................................................................................... 374
Note 30 Internally generated assets ............................................................................................ 374
Note 31 Depreciation and amortization ...................................................................................... 375
Note 32 Gains/(losses) on disposals of non-current assets ...................................................... 376
Note 33 Impairment reversals (losses) on non-current assets ................................................. 376
Note 34 Income/(expense) from investments ............................................................................ 377
Note 35 Finance income and expenses ....................................................................................... 378
Note 36 Related-party transactions ............................................................................................. 380
Note 37 Equity compensation plans ............................................................................................. 401
Note 38 Significant non-recurring events and transactions ..................................................... 403
Note 39 Positions or transactions resulting from atypical and/or unusual operations......... 404
Note 40 Other information ............................................................................................................ 404
Note 41 Events subsequent to December 31, 2023 ........................................................................ 406
Note 42 List of investments in subsidiaries, associates and joint ventures ............................ 407
STATEMENTS OF FINANCIAL POSITION
Assets
(euros)
Non-current assets
Intangible assets
Goodwill
Intangible assets with a finite
useful life
notes
12.31.2023
of which with
related parties
12.31.2022
of which with
related parties
3 )
12,063,469,183
12,063,469,183
4 )
4,578,957,442
16,642,426,625
5,023,361,711
17,086,830,894
Tangible assets
5 )
Property, plant and equipment
owned
6,561,464,614
6,837,233,046
Rights of use assets
6 )
3,270,484,717
154,407,000
3,188,196,838
169,257,000
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
7 )
10,902,395,052
11,020,493,862
8)
8)
9)
10)
6,237,932
700,000
8,023,910
921,000
3,886,198,407
3,121,389,000
3,494,016,653
2,379,071,000
1,794,904,658
301,830,000
1,877,954,278
305,752,000
405,800,781
16,995,536,830
461,377,116
16,861,865,819
43,974,126,597
Total Non-current assets
(a)
43,469,912,786
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
11)
197,573,793
193,025,376
12)
10)
4,560,827,085
1,324,660,000
4,292,564,748
1,087,813,000
42,088,505
33,883,108
67,810,292
1,465,000
45,212,240
3,842,000
1,032,474,037
462,769,000
467,090,594
373,286,000
598,149,745
38,187,000
1,375,041,398
217,832,000
8)
1,698,434,074
(b)
(a+b)
6,498,923,457
49,968,836,243
1,887,344,232
6,406,817,464
50,380,944,061
Separate financial
statements of TIM S.p.A.
Statements of Financial Position 280
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
(c)
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
(d)
Current liabilities
Current financial liabilities for
financing contracts and
others
Current financial liabilities for
lease contracts
Trade and miscellaneous
payables and other current
liabilities
Total Current Liabilities
Total Liabilities
Total Equity and Liabilities
notes
12.31.2023
of which with
related parties
12.31.2022
of which with
related parties
13)
14)
14)
19)
10)
20)
21)
14)
14)
11,677,002,855
(57,442,495)
11,619,560,360
575,673,347
2,335,400,571
(72,960,270)
(306,065,772)
(379,026,042)
11,677,002,855
(63,390,972)
11,613,611,883
2,133,374,023
2,335,400,571
(65,428,740)
1,312,303,219
1,246,874,479
(995,364,448)
13,156,243,788
(3,076,991,836)
14,252,269,120
18,094,374,819
4,619,413,000
18,778,886,217
4,375,103,000
2,710,085,065
21,378,000
2,600,472,610
25,278,000
471,484,414
254,410,281
630,496,530
517,495,742
1,047,472,729
31,815,000
874,686,710
35,291,000
22,577,827,308
23,402,037,809
5,982,984,808
1,894,370,000
5,690,041,905
1,925,774,000
467,242,905
38,276,000
458,964,216
28,276,000
22)
7,784,537,434
875,597,000
6,577,631,011
872,636,000
(e)
(f=d+e)
(c+f)
14,234,765,147
36,812,592,455
49,968,836,243
12,726,637,132
36,128,674,941
50,380,944,061
Separate financial
statements of TIM S.p.A.
Statements of Financial Position 281
SEPARATE INCOME STATEMENTS
notes
Financial Year
2023
of which with
related parties
Financial Year
2022
of which with
related parties
(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)
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)
12,139,760,490
1,717,926,000
12,097,644,713
1,562,691,000
227,453,658
47,410,000
244,920,968
67,303,000
12,367,214,148
(7,859,677,533)
(2,604,244,000)
12,342,565,681
(7,601,869,032)
(2,793,533,000)
(2,376,931,440)
(85,306,000)
(2,578,444,051)
(86,557,000)
(436,121,419)
(2,137,000)
(419,894,307)
(8,355,000)
8,480,139
299,455,256
27,854,116
315,459,353
2,002,419,151
(638,609,000)
2,085,671,760
(619,685,000)
(2,743,259,895)
(15,010,000)
(2,758,998,171)
(43,722,000)
(16,525,562)
24,181,484
(223,000)
(156,927)
(757,523,233)
(637,051,000)
(160,520)
(649,305,447)
(619,685,000)
910,574,690
1,084,826,000
408,459,952
111,322,000
998,791,946
528,784,000
1,414,652,393
842,831,000
(2,193,369,036)
(645,342,000)
(2,408,011,869)
(621,766,000)
(1,041,525,633)
(685,874,000)
46,161,185
(995,364,448)
(1,234,204,971)
(317,387,000)
(1,842,786,865)
(3,076,991,836)
(2,281,314,000)
of which: impact of non-recurring items
38)
(673,346,000)
Separate financial
statements of TIM S.p.A.
Separate Income Statements 282
STATEMENTS OF COMPREHENSIVE INCOME
Note 13
(euros)
Financial Year
2023
Year
2022
Profit (loss) for the year
(a)
(995,364,448)
(3,076,991,836)
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
2,505,980
(1,980,773)
(40,455)
23,235
(b)
2,465,525
(1,957,538)
(7,531,530)
68,075,979
—
(16,338,235)
(c)
(7,531,530)
51,737,744
—
—
—
—
—
—
(d)
(e=b+c+d)
(5,066,005)
49,780,206
3,763,077
(17,440,366)
—
—
(903,139)
4,185,688
(f)
2,859,938
(13,254,678)
(237,337,146)
1,019,166,673
100,158,258
(68,735,605)
32,922,933
(228,103,456)
(g)
(104,255,955)
722,327,612
—
—
—
—
—
—
—
—
(h)
Total other components that will be reclassified subsequently to
Separate Income Statements
(i= f+g+h)
(101,396,017)
709,072,934
Total other components of the Statements of Comprehensive Income
(k= e+i)
(106,462,022)
758,853,140
Total comprehensive income (loss) for the year
(a+k)
(1,101,826,470)
(2,318,138,696)
Separate financial
statements of TIM S.p.A.
Statements of Comprehensive Income 283
STATEMENTS OF CHANGES IN EQUITY
Changes in Equity from January 1 to December 31, 2022
Share capital
(euros)
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, 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)
(2,318,138,696)
5,983,768
5,983,768
43,927
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
Changes in Equity from January 1 to December 31, 2023 – 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, 2022
Changes in equity
during the year:
Coverage of prior
year loss
Total
comprehensive
income (loss) for the
year
Treasury shares
servicing the Long
Term Incentive Plan
2020-2022
Equity instruments
Other changes
Balance at
December 31, 2023
11,613,611,883
2,133,374,023
(1,972,047)
(222,921,018)
(65,428,740)
795,605,019
14,252,269,120
(1,557,700,676)
1,557,700,676
—
5,325,463
(104,255,955)
(7,531,530)
(995,364,448)
(1,101,826,470)
5,948,477
—
(1,927,002)
1,739,200
40,463
4,021,475
1,739,200
40,463
11,619,560,360
575,673,347
3,353,416
(327,176,973)
(72,960,270)
1,357,793,908
13,156,243,788
Separate financial
statements of TIM S.p.A.
Statements of Changes in Equity 284
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
notes
Year
2023
Year
2022
(995,364,448)
(3,076,991,836)
31)
2,743,259,895
2,758,998,171
161,400,000
20,560,000
87,554,000
2,661,933,000
31,202,000
(337,310,000)
(289,614,000)
144,148,000
(4,549,000)
(27,854,000)
(162,202,000)
(204,414,000)
165,748,000
443,995,000
(8,255,000)
(452,340,000)
197,903,996
(588,085,890)
(a)
1,927,083,443
1,342,638,445
(1,589,691,000)
(3,582,906,000)
758,755,000
2,961,000
7)
—
253,000
(32,752,000)
(45,608,000)
(1,327,779,000)
139,953,000
—
—
6,699,000
1,283,709,000
(b)
(2,184,768,000)
(2,201,638,000)
464,682,000
47,828,000
3,110,063,000
2,000,092,000
(4,031,642,000)
(4,192,832,000)
90,795,000
(176,000)
—
—
(3,000)
(849,000)
—
—
(366,105,000)
(2,145,937,000)
(623,789,557)
(3,004,936,555)
359,020,537
3,363,957,092
(264,769,020)
359,020,537
—
—
(c)
(d=a+b+c)
(e)
(f=d+e)
Separate financial
statements of TIM S.p.A.
Statements of Cash Flows 285
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
notes
Year
2023
Year
2022
4)
5)
6)
(617,344,000)
(776,428,000)
(988,586,000)
(899,143,000)
(590,178,000)
(390,076,000)
(2,196,108,000)
(2,065,647,000)
606,417,000
(1,517,259,000)
(1,589,691,000)
(3,582,906,000)
(*) of which from related parties
62,744,000
63,202,000
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
2023
101,413,000
(1,780,932,000)
749,274,000
1,086,534,000
Year
2022
233,383,000
(1,383,612,000)
556,212,000
113,293,000
Year
2023
Year
2022
1,375,042,603
(1,016,022,066)
359,020,537
3,558,280,626
(194,323,534)
3,363,957,092
598,149,745
(862,918,765)
(264,769,020)
1,375,042,603
(1,016,022,066)
359,020,537
The additional disclosures required by IAS 7 are provided in the Note “Net financial debt” to these Separate
Financial Statements.
Separate financial
statements of TIM S.p.A.
Statements of Cash Flows 286
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, 2023 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 2023 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, 2023 was
approved by resolution of the Board of Directors on March 6, 2024.
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. More specifically:
■
■
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:
Separate financial
statements of TIM S.p.A.
Note 1
Form, content and other general information
287
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.
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.
Separate financial
statements of TIM S.p.A.
Note 1
Form, content and other general information
288
NOTE 2
ACCOUNTING POLICIES
Going concern
The separate financial statements for the year 2023 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);
• macroeconomic changes in the Italian, European and Brazilian markets and financial market volatility
due to recessionary and inflationary risks. In particular, these risks relate to the increasing costs of raw
materials and energy, including as a result of the Russian-Ukrainian 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.
Separate financial
statements of TIM S.p.A.
Note 2
Accounting policies
289
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.
The TIM Group attracts, under the scope of application of IFRS 16, if the criteria and the requirements laid
down by the standard are met, the 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.
Separate financial
statements of TIM S.p.A.
Note 2
Accounting policies
290
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: 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, the Company’s 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.
Separate financial
statements of TIM S.p.A.
Note 2
Accounting policies
291
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;
■ 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.
Separate financial
statements of TIM S.p.A.
Note 2
Accounting policies
292
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.
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.
Separate financial
statements of TIM S.p.A.
Note 2
Accounting policies
293
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
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.
* * *
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 assets, with a view to achieving this strategic objective.
On November 3, 4 and 5, 2023, the Board of Directors of TIM S.p.A., at the outcome of an extensive and
thorough review, conducted with the assistance of leading financial and legal advisors, examined and
accepted the binding offer submitted on October 16, 2023 by Kohlberg Kravis Roberts & Co. L.P. ("KKR") for the
acquisition of TIM's fixed-line network assets and the equity interests held in FiberCop S.p.A. and Telenergia
S.r.l. ("NetCo"), by Optics BidCo S.p.A. (a subsidiary of KKR).
In execution of the resolutions adopted, TIM S.p.A. signed the transaction agreement with Optics BidCo which
regulates:
Separate financial
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Note 2
Accounting policies
294
■
■
the contribution by TIM S.p.A. of a business unit - consisting of activities relating to the primary network,
wholesale activity and the entire shareholding in the subsidiary Telenergia Srl - in FiberCop S.p.A., a
company that already manages the activities relating to the network secondary fiber and copper, and
the simultaneous purchase by Optics Bidco of the entire shareholding held by TIM S.p.A. in FiberCop S.p.A.
itself, following the aforementioned transfer.
The transaction agreement provides that on the closing date, master services agreements will be signed,
which will regulate the terms and conditions of the services to be rendered between NetCo and TIM S.p.A.
following the completion of the transaction.
The transaction agreement also provides that the consideration for the sale of the equity interest may also be
partially paid through the transfer of part of the TIM Group's debt at the closing of the NetCo transaction (so-
called liability management). On March 6, 2024, TIM's Board of Directors resolved to grant a mandate to the
Chief Executive Officer to implement the activities necessary to carry out the debt transfer transaction by
means of a series of exchange offers, concerning certain series of bonds issued by the TIM Group and maturing
in 2026.
The completion of the transaction is expected in the summer of 2024, once the preliminary activities have
been completed and a number of conditions precedent have been satisfied (completion of the transfer of the
primary network, Antitrust authorization, authorization regarding distortive foreign subsidies); the transaction
has already obtained the authorization required by the Golden Power rules, as per the press release issued on
January 17, 2024.
When these activities are completed and the conditions precedent are fulfilled, NetCo will be classified as an
Asset held for sale in accordance with IFRS 5.
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".
Separate financial
statements of TIM S.p.A.
Note 2
Accounting policies
295
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).
Separate financial
statements of TIM S.p.A.
Note 2
Accounting policies
296
• 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 (smartphones and tables) and certain types of fixed-line 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.
Income tax expense is recognized in the separate 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. 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
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.
Separate financial
statements of TIM S.p.A.
Note 2
Accounting policies
297
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 right of use
assets
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 estimate of expected cash
flows took into account the risks arising from climate change (as explained in the section 'Main Risks and
Uncertainties - Risks Related to Key Sustainability Issues' in the Report on Operations), which at present do
not have a significant impact on the business model. 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 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. The estimate of expected cash flows took
into account the risks arising from climate change (as explained in the section 'Main Risks and Uncertainties -
Risks Related to Key Sustainability Issues' in the Report on Operations), which at present do not have a
significant impact on the business model. 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
and valuation. Specifically, it involves the valuation of: i) the likelihood that capitalized costs will be recovered
through correlated future revenues; and ii) the effective increase in the future economic benefits embodied in
the related asset.
Provision for bad debts
Impairment on trade receivables and on contract assets is carried out using the simplified approach that
involves estimating the loss expected over the life of the receivable at the time of initial recognition and on
subsequent measurements. For each customer segment, the estimate is principally made by calculating the
average expected uncollectibility, based on historical and statistical indicators, possibly adjusted using
forward-looking elements. For some categories of receivables characterized by specific risk elements, specific
measurements are made on individual credit positions.
Depreciation and amortization
Changes in the economic conditions of the markets, technology and competitive forces could significantly
affect the estimated useful lives of tangible and intangible non-current assets and may lead to a difference
in the timing, and thus on the amount of depreciation and amortization expense.
Provisions, contingent liabilities
and employee benefits
Revenues
Contract costs (IFRS 15)
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.
Separate financial
statements of TIM S.p.A.
Note 2
Accounting policies
298
Income tax expense (current and
deferred)
Derivative instruments and
equity instruments
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".
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, 2023
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, 2023.
Amendments to IFRS 17 - Insurance contracts: initial application of IFRS 17 and IFRS 9 – Comparative
information
On September 8, 2022, Regulation (EU) 2022/1491 was issued, incorporating certain amendments relating to
the presentation of comparative information about financial assets upon initial application of IFRS 17 Insurance
Contracts.
The amendment allows for a transition option enabling entities to apply an optional classification overlay in
the comparative period(s) presented upon the initial application of IFRS 17. The overlay allows all financial
assets, including those held with respect to assets not related to contracts within the scope of IFRS 17, to be
classified instrument by instrument in the comparative period(s) in such a way as to align with how the entity
expects those assets to be classified upon the initial application of IFRS 9. The overlay can be applied by
entities that have already applied IFRS 9 or will apply it when they apply IFRS 17.
IFRS 17, which implements the amendment, came into force for financial years beginning on or after January 1,
2023.
The adoption of these amendments had no effect on the separate financial statements at December 31, 2023.
Amendments to IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors
On March 2, 2022, Regulation (EU) 2022/357 was issued, incorporating certain amendments to IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors, in which it introduces a new definition of
"accounting estimates".
In the amended standard, accounting estimates are now defined as "monetary amounts in financial
statements that are subject to measurement uncertainty”.
The amendments clarify what constitutes changes in accounting estimates and how these differ from changes
in accounting policies and corrections of errors.
The changes came into effect for financial years starting on or after January 1, 2023.
The adoption of these amendments had no effect on the separate financial statements at December 31, 2023.
Amendments to IAS 12 Income Taxes: Deferred tax related to assets and liabilities arising from a single
transaction
On August 11, 2022, Regulation (EU) 2022/1392 was issued, incorporating certain amendments to IAS 12
Income Taxes.
The amendments clarify how companies are
decommissioning/restoration costs.
IAS 12 specifies how companies are to account for income taxes, including deferred taxes, which are the
amounts of taxes payable or recoverable in the future.
These amendments require entities to recognise deferred taxes on certain transactions (such as leases and
decommissioning and restoration charges) that give rise to taxable and deductible temporary differences of
the same amount at the time of initial recognition.
IAS 12 provides that, under certain circumstances, companies are exempt from reporting deferred taxes when
they recognise assets or liabilities for the first time.
for deferred
to account
leases and
taxes on
Separate financial
statements of TIM S.p.A.
Note 2
Accounting policies
299
•
•
•
•
The IASB has issued these limited amendments on account of the uncertainty arising through the fact that the
exemption applies to leases and decommissioning/restoration obligations.
These amendments mean that the exemption granted in the principle will not now apply to leases and
decommissioning/restoration obligations, with companies now required to recognise deferred tax assets and
liabilities in these areas.
The changes came into effect on January 1, 2023.
The adoption of these amendments had no effect on the separate financial statements at December 31, 2023.
Amendments to IAS 1 - Presentation of Financial Statements
On March 2, 2022, Regulation (EU) 2022/357 was issued, incorporating certain amendments to IAS 1
Presentation of Financial Statements in which guidelines and examples are provided to help entities carry out
materiality assessments for the purposes of disclosing accounting policies.
The IASB has also issued amendments to "IFRS Practice Statement 2 - Making Materiality Judgements (the
PS)" to support the amendments to IAS 1, which explain and demonstrate how the "4 step materiality process"
applies to disclosures of accounting policies.
In particular, the amendments aim to help entities provide more useful disclosures of accounting policies by:
replacing the requirement for entities to disclose their "significant" accounting policies with the
provision to disclose their "material" accounting policies; and
adding guidance on how entities should apply the concept of "materiality" when deciding how to
disclose their accounting policies.
The changes came into effect for financial years starting on or after January 1, 2023.
The adoption of these amendments had no effect on the separate financial statements at December 31, 2023.
Amendments to IAS 12 Income taxes: International Tax Reform – Pillar Two model rules
On November 8, 2023, Regulation (EU) 2023/2468 was issued, incorporating certain amendments to IAS 12
Income Taxes: International Tax Reform – Pillar Two model rules The amendments introduce:
a temporary exception from the obligation to account for deferred taxes arising from the
implementation of the Pillar Two model rules; and
targeted disclosure requirements for affected entities to help users of financial statements
understand an entity's exposure to Pillar Two income taxes arising from that legislation.
The amendments clarify that IAS 12 applies to income taxes arising from tax legislation implementing the
OECD’s Pillar Two model rules, which address the tax issues arising from the digitalization of the global
economy (Base Erosion and Profit Shifting - BEPS). These rules apply to multinational enterprises (MNEs) with
consolidated annual revenues of more than 750 million euros). The tax legislation in question and the income
taxes resulting from it are referred to as “Pillar Two legislation” and “Pillar Two income taxes” respectively. The
amendments introduce a mandatory exception to IAS 12 when it comes to recognising and disclosing deferred
Pillar Two income tax assets and liabilities.
This temporary exception exempts entities from accounting for deferred tax under the new and complex Pillar
Two tax legislation, giving affected parties time to assess the implications.
The temporary exception to recognising and disclosing deferred taxes and the obligation to disclose that this
exception is being used applies immediately and retroactively with respect to the issue date of the
amendments.
The disclosure of the current Pillar Two income tax liability and disclosures relating to periods before the entry
into force of the legislation is required for tax years that began on or after January 1, 2023, but is not required
for interim periods ending on or before December 31, 2023.
TIM applied the exception to the recognition and disclosure of deferred tax assets and liabilities, therefore, the
adoption of these amendments did not have an impact on the separate financial statements as at December
31, 2023.
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:
Separate financial
statements of TIM S.p.A.
Note 2
Accounting policies
300
New Standards and Interpretations not yet endorsed by the EU
Amendments to IAS 7: Statements of Cash Flows and IFRS 7 Financial instruments: Supplementary
disclosures
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates
New Standards and Interpretations endorsed by the EU
Amendments to IAS 1 Presentation of Financial Statements: non-current liabilities with covenants
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
Mandatory
application starting
from
1/1/2024
1/1/2025
1/1/2024
1/1/2024
1/1/2024
impacts on the separate financial statements resulting from the application of these new
Any
Standards/Interpretations are currently being assessed; However, it is considered that they are not significant
with respect to financial and economic results.
Separate financial
statements of TIM S.p.A.
Note 2
Accounting policies
301
NOTE 3
GOODWILL
The item at December 31, 2023 amounted to 12,064 million euros, unchanged on December 31, 2022, and
relates to the goodwill included in the domestic business segment of TIM S.p.A..
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 Domestic CGU operated in 2023 as a single unit, in 2024 the so-called 'NetCo perimeter' (Primary Network
- TIM business unit, Secondary Network - Fibercop company perimeter, Telenergia) is expected to be
separated, for which the TIM Board of Directors has accepted a binding price proposal (representing the fair
value of the perimeter to be sold). The timing of the closing is subject to the necessary authorisation paths
(Golden Power authorisation (received in January 2024) and Antitrust authorisation (in progress)) and the
implementation and completion of Process and Systems Separation activities.
Therefore, the value configuration used to determine the recoverable value as at December 31, 2023 of the
Domestic CGU is the Fair Value estimated on the basis of a valuation obtained by the sum of parts between
the NetCo subCGU and the subCGU of the remaining perimeter of the Domestic CGU (the so-called ServiceCo
perimeter).
As an estimate of NetCo's recoverable value, the present value (as of December 31, 2023) of the price implicit
in the binding offer (price proposal referring to the date of June 30, 2024) by an independent party (KKR) was
assumed, and any form of earn-out was excluded from the price.
Instead, the fair value based on the income approach was taken as the estimate of ServiceCo's recoverable
value, as it was deemed to better express the value of the Group's assets (so-called market participant
perspective), also reflecting the cost interventions in view of a possible future new and different business
structure.
For the ServiceCo subCGU, 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 2024-
2026 Industrial Plan, which is based on the final results of 2023: (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 December 31, 2023. The expected cash flows reported in the 2024-2026 Industrial Plan
approved by the Board of Directors have been critically analysed and, with the support of expert appraisers
and industry experts, the average representativeness has been assessed. Expected average cash flows for the
2024-2026 Industrial Plan were extrapolated for an additional two years (2027-2028), thus bringing the explicit
forecast period for future cash flows to a total of five years (2024-2028). The extrapolation of data for 2027-
2028 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, cash flow at 2028 was
adjusted as necessary to take into consideration a level of long-term capital expenditure, normalized by the
effects tied to the development of innovative technology projects in place during the plan years. Additionally,
when considering the use of the 5G licence, the anticipated extra net cash flows for the licence's lifetime
beyond the five-year plan were taken into account. This approach is consistent with the need to include on one
hand the cash outflows deriving from investments to support the exploitation of the 5G licence (as per the
Industrial Plan), and on the other the positive cash flows from the incremental business component of the
licence that will develop over a broader period of time than the five years of explicit forecast.
The cost of capital used to discount projected cash flows in fair value estimates for the ServiceCo subCGU:
■ 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.
These are reported below for the subCGU ServiceCo:
■
the weighted average cost of capital (WACC rate) used to discount the future cash flows and the
equivalent rate before tax;
Separate financial
statements of TIM S.p.A.
Note 3
Goodwill
302
■ 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.
Relevant Parameters for Fair Value Estimates of the ServiceCo sub-CGU
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
6.84 %
8.90 %
0.83 %
6.01 %
8.07 %
11.90 %
The growth rate in the terminal value “g” of the ServiceCo subCGU 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 subsidiary Noovle. 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 sum of the parts, showed headroom of 2,107 million euros.
Therefore, in light of all the above elements, the Goodwill values recognized in the financial statements of TIM
S.p.A. are confirmed in the year 2023.
Separate financial
statements of TIM S.p.A.
Note 3
Goodwill
303
NOTE 4
INTANGIBLE ASSETS WITH A FINITE USEFUL
LIFE
as follows:
(million euros)
12.31.2021
Disposals
The item decreased by 445 million euros compared to December 31, 2022. The breakdown and movements are
Investments Depreciation and
amortization
changes 12.31.2022
Other
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
1,281
2,620
2
1,375
5,278
459
71
1
245
776
(735)
(294)
(1)
(1)
(1)
298
1,302
920
—
3,316
2
—
(1,217)
403
(1,030)
—
(2)
1
5,023
(million euros)
Industrial patents and
intellectual property rights
Concessions, licenses,
trademarks and similar
rights
Other intangible assets
Work in progress and
advance payments
Total
12.31.2022 Investments Depreciation and
amortization
Impairment
(losses)
/Reversals
Disposals
Other
changes
12.31.2023
1,302
427
(723)
—
(1)
249
1,254
3,316
2
403
5,023
—
2
188
617
(322)
(1)
—
(1,046)
—
—
—
—
—
—
(1)
(2)
10
(1)
3,004
2
(272)
318
(14)
4,578
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 decreased by 48 million euros on December 31, 2022, following the investment scenario and potential
exercise during the period. In particular, there was a decline in investments in OSS & BSS systems compared to
the previous year.
Concessions, licenses, trademarks and similar rights mainly related to the residual cost of licenses for mobile
and fixed telecommunications services. this item decreased by 312 million euros compared to December 31,
2022 due to amortisation, which was partly offset by the ability to exercise the extension of the 28 GHz band,
expiring on December 31, 2029.
Separate financial
statements of TIM S.p.A.
Note 4
Intangible assets with a finite useful life
304
The amount of telephone licenses and similar rights in operation at December 31, 2023 and their useful lives
are detailed below:
Type
UMTS 2100 MHz (extension)
WiMax (extension)
34-36-MHz OpNet (former 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)
28 GHz band (Extension)
Residual amount
at 12/31/2023
(thousands of
euros)
Useful life
(Years)
Maturity
Amortization expense
for 2023
(thousands of euros)
179,764
3,945
52,466
51,426
360,189
39,613
98,824
328,490
1,242,434
24,331
614,374
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
8,296
7
12/31/2029
29,961
991
8,744
8,571
60,032
6,602
16,471
54,748
88,745
1,738
43,884
1,383
Work in progress and advance payments stood at 318 million euros (403 million euros at December 31, 2022),
signalling a decrease of 85 million euros, as exercisability was greater than investments for the year. Work in
progress mainly referred to IT investments in BSS-OSS and Service Creation and the development of access
platforms.
Capital expenditures for 2023 stood at 617 million euros for a decrease of 159 million euros compared to 2022,
mainly as a result of fewer license acquisitions (-70 million euros following the acquisition of the 34-36 band
licenses from the operator OpNet ex Linkem, which took place in 2022); lower investments in OSS&BSS
systems (-32 million euros) and in data switching (-2 million euros); less work in progress for approximately 57
million euros essentially due to lower investments in licenses, digital and system transformation projects and
IT running.
Amortization of intangible assets amounted to 1,046 million euros and increased by 16 million euros
compared to the amount recognized in 2022 (1,030 million euros). This trend can mainly be attributed to the
commencement of amortization of the 34-36 MHz band license, acquired in 2022 by the operator OPnet
(formerly Linkem), and to the implementation of the 5G 700 MHz licenses from June 2022 onward. The
increase in amortization resulting from the licenses acquired (a total of approximately 28 million euros) was
partially offset by lower amortizations on software application developments and on television broadcasting
rights (-12 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, 2023 can be summarized as follows:
(million euros)
Gross carrying
12.31.2022
amount 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)
—
—
—
(1)
(6,430)
(1,570)
(56)
—
(8,056)
1,302
3,316
2
403
5,023
Separate financial
statements of TIM S.p.A.
Note 4
Intangible assets with a finite useful life
305
(million euros)
Gross carrying
amount
Industrial patents and intellectual property rights
Concessions, licenses, trademarks and similar rights
Other intangible assets
Work in progress and advance payments
Total
12.31.2023
Accumulated
impairment
losses
(1)
8,381
4,894
59
318
13,652
—
—
—
(1)
Accumulated
amortization
Net carrying
amount
(7,126)
(1,890)
(57)
—
(9,073)
1,254
3,004
2
318
4,578
With reference to the gross values of intangible assets with a finite useful life, 29 million euros of disposals
were made in 2023, in particular: 19 million euros for the almost total amortization of intellectual property
rights to, among other things, software systems and developments relating to the TIM Music platform, which
was closed in June 2023; 8 million euros for abandoned or expired patents and 1 million euros for obsolete
network software.
Separate financial
statements of TIM S.p.A.
Note 4
Intangible assets with a finite useful life
306
NOTE 5
TANGIBLE ASSETS
The item decreased by 276 million euros compared to December 31, 2022. The breakdown and movements are
as follows:
(million euros)
Land
Buildings (civil and
industrial)
Plant and equipment
Manufacturing and
distribution equipment
Other
Construction in progress
and advance payments
Total
12.31.2021
Investments Depreciation and
amortization
Impairment
(losses)/
Reversals
Disposals
Other
changes
12.31.2022
202
455
5,829
18
146
573
7,223
6
565
5
33
290
899
(28)
(1,173)
(8)
(61)
—
(23)
—
8
273
2
12
(3)
(284)
(1,270)
—
(26)
11
202
441
5,471
17
130
576
6,837
(million euros)
12.31.2022
Investments
Land
202
—
Depreciation
and
amortization
—
Impairment
(losses) /
Reversals
—
Buildings (civil and
industrial)
Plant and equipment
Manufacturing and
distribution equipment
Other
Construction in progress
and advance payments
Total
441
5,471
17
130
576
6,837
3
590
5
27
364
989
(27)
(1,139)
(7)
(56)
—
(1,229)
—
—
—
—
—
—
Disposals
Other
changes
12.31.2023
(4)
(4)
(24)
—
—
1
8
297
1
9
(1)
(319)
(33)
(3)
199
421
5,195
16
110
620
6,561
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. This item decreased by 3
million euros compared to December 31, 2022.
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 20 million
euros compared to December 31, 2022.
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
decreased by 276 million euros compared to December 31, 2022, mainly as a result of amortizations and
disposals not fully offset by investments and exercisability for the period. Investments in 2023 (590 million
euros) were up on the previous year (565 million euros), also in view of the exercisability linked to the National
Recovery and Resilience Plan (NRPP). In particular, compared to the 2022 financial year, there were greater
investments in NGAN and transmission equipment (+43 million euros), access and carrier network in fiber
optics (+8 million euros) and the underground copper network (+6 million euros) and lower investments in
LTE/UMTS core and access (-19 million euros), commercial products (-2 million euros), power supply systems (-
7 million euros), data network and switching (-7 million euros).
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 20 million euros on
December 31, 2022.
Construction in progress and advance payments increased by 44 million euros compared to December 31,
2022, mainly as investments in the period were greater than the entry into operation of capitalizations from
previous years; 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 into operation of
Separate financial
statements of TIM S.p.A.
Note 5
Tangible assets
307
capitalizations from previous years. Compared to the previous year, there were greater investments in stock of
network materials (+14 million euros), linked to activities related to the National Recovery and Resilience Plan
(NRPP).
Disposal amounted to 33 million euros and mainly included the sale of Dark Fiber for network infrastructures
(installation, transmission and access), the sale of sites and the abandonment of sites for Base Transceiver
Stations and the disposal and sale of equipment as part of the decommission and asset enhancement process.
Capital expenditures for 2023 came to 989 million euros and increased by 90 million euros compared to 2022;
they are capital expenditure and exercisability mainly relating to the underground and aerial copper network
(54 million euros), access and carrier network in fiber optics (104 million euros), LTE/UMTS core and access (59
million euros), transmission equipment including SDH-Wdm (125 million euros), data network and switching
(22 million euros), NGAN equipment (36 million euros), power supply systems (15 million euros) and fixed and
mobile commercial products for customer rental contracts (144 million euros). They also included 159 million
euros of internally generated assets (154 million euros in the 2022 financial year) for the design, construction
and testing of access and transport network infrastructure and systems, assets under construction related to
the NRPP (132 million euros) and investments in stock of network materials (14 million euros).
Depreciation of tangible assets totaled 1,229 million euros, a decrease of 41 million euros compared to 2022.
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 2023 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% – 20%
3% - 50%
20%
11% - 33.33%
The gross carrying amount, accumulated impairment losses and accumulated amortization at December 31,
2022 and December 31, 2023 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
12.31.2022
Accumulated
impairment losses
Accumulated
amortization Net carrying amount
202
1,678
48,866
302
1,352
578
52,978
(9)
(2)
(2)
(13)
(1,237)
(43,386)
(285)
(1,220)
(46,128)
202
441
5,471
17
130
576
6,837
Gross carrying
amount
12.31.2023
Accumulated
impairment losses
Accumulated
amortization
Net carrying amount
199
1,649
49,469
307
1,381
621
53,626
—
—
(9)
—
(2)
(1)
(12)
—
(1,228)
(44,265)
(291)
(1,269)
—
(47,053)
199
421
5,195
16
110
620
6,561
With regard to the gross carrying amounts of tangible assets, in 2023 disposals were made for a total value of
341 million euros, mainly in relation to fully depreciated assets, including: fiber optic access (40 million euros),
switching systems (5 million euros), aerial and underground network (3 million euros), network transmission
systems and equipment (95 million euros), GSM SRB-DCS equipment (45 million euros), terminal rentals (27
million euros), power supply and conditioning systems (5 million euros), access and network equipment (9
million euros), land, buildings and light buildings (46 million euros), aerials and cable laying (7 million euros),
ATM cards (7 million euros), SRB infrastructure (6 million euros), personal computers and company cell phones
(6 million euros), HW management systems (7 million euros), dome cabins (5 million euros), TP equipment (8
million euros), IP Backbone data network equipment (3 million euros).
Separate financial
statements of TIM S.p.A.
Note 5
Tangible assets
308
NOTE 6
RIGHTS OF USE ASSETS
as follows:
(million euros)
12.31.2021 Investments Increases in
lease
contracts
This item increased by 83 million euros compared to December 31, 2022. The breakdown and movements are
Depreciation and
amortization
Impairment
(losses)
/Reversals
Disposals
Other
changes
12.31.2022
Rights of use on
intangible assets
Rights of use
Concessions, Licenses,
Trademarks and Similar
Rights
Rights of use on tangible
assets
Property
Plant and 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
Rights of use on
tangible assets
Property
Plant and equipment
Other
Construction in progress
and advance payments
Total
3
3
2,447
758
77
35
3,317
3,320
—
—
186
120
15
321
321
—
16
31
22
69
69
(2)
(2)
(298)
(133)
(26)
(457)
(459)
—
—
—
(55)
(14)
(3)
(72)
(72)
22
14
(27)
9
9
—
—
1
1
2,318
776
63
30
3,187
3,188
12.31.2022 Investments Increases in
lease
contracts
Depreciation and
amortization
Impairment
(losses)
/Reversals
Disposals
Other
changes 12.31.2023
1
1
2,318
776
63
30
3,187
3,188
—
—
24
15
—
18
57
57
—
—
450
71
12
—
533
533
(1)
(1)
(310)
(132)
(25)
—
(467)
(468)
—
—
—
—
—
—
—
—
—
—
(35)
(14)
(2)
—
(51)
(51)
—
—
19
12
—
(19)
12
12
—
—
2,466
728
48
29
3,271
3,271
The rights of use on intangible assets were zero as of December 31, 2023 (1 million euros as of December 31,
2022); these 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 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 3,271 million euros and decreased compared to December
31, 2022 by 84 million euros. In particular:
■
■
■
the item Property includes buildings and land under lease contracts and the related building adaptations.
The item increased by 148 million euros mainly as a result of the assessment of the duration of IFRS 16 real
estate leases, which led 257 contracts to be extended, generating an increase in fixed assets and a
corresponding impact on debt of about 380 million euros;
the item Plant and equipment mainly includes rights of use on infrastructures for telecommunications
services and decreased by 48 million euros over December 31, 2022.
the item Other mainly includes motor vehicle finance leases and decreased by 15 million euros compared
to December 31, 2022.
Investments consist of the acquisition of IRU transmission capacity (15 million euros) and incremental and
improvement expenses incurred for leased property and non-property assets (42 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. The abovementioned assessment of lease durations also had an impact on the 2023 result.
Separate financial
statements of TIM S.p.A.
Note 6
Rights of use assets
309
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.
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, 2023 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
12.31.2022
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)
Gross carrying
amount
12.31.2023
Accumulated
impairment losses
Accumulated
amortization
Net carrying
amount
4
—
4
5,252
1,315
—
192
29
6,788
6,792
—
—
—
(13)
—
—
—
—
(13)
(13)
(4)
—
(4)
(2,773)
(587)
—
(144)
—
(3,504)
(3,508)
—
—
—
2,466
728
—
48
29
3,271
3,271
With regard to the gross carrying amounts of rights of use of third party assets, in 2023 disposals were made
for a total value of 130 million euros.The categories of assets most affected were: rented properties and
related improvements and adaptations (106 million euros), base transceiver stations (3 million euros) and
leased cars (20 million euros).
Separate financial
statements of TIM S.p.A.
Note 6
Rights of use assets
310
NOTE 7
INVESTMENTS
These decreased, compared to December 31, 2022, by 118 million euros and refer to:
(million euros)
Subsidiaries
Associates and joint ventures
Other investments
Total
12.31.2023
of which Financial
Instruments
12.31.2022
of which Financial
Instruments
10,563
304
36
10,903
10,709
279
33
11,021
36
36
33
33
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 2023 the main transactions with subsidiaries, associates, joint ventures and other equity investments of TIM
S.p.A. were the following:
■ TIM Servizi Digitali S.p.A.: On August 4, 2023 TIM S.p.A. sold 100% of the share capital of the company TIM
Servizi Digitali S.p.A. to the company Nextaly Srl.;
■ TIAudit Compliance Latam S.A. in liquidation: The liquidation of the company was completed in October
2023.
Movements during 2023 for each investment and the corresponding amounts at the beginning and end of the
year are shown in the tables below. In particular, the main movements for the year were as follows:
■ Telecom Italia Sparkle S.p.A.: the investment was written down by 107 million euro;
■ Olivetti SpA Società Benefit: the 33 million euro investment was entirely written off;
■
Italtel SpA: the investment was written down by 4 million euro;
■ Polo Strategico Nazionale SpA: TIM made a capital investment of 19 million euros;
■ TIMFin SpA: TIM made a capital investment of 10 million euros;
■ FIN PRIV: the fair value of the investment was adjusted upwards by 3 million euros.
Separate financial
statements of TIM S.p.A.
Note 7
Investments
311
Investments
(thousands of
euros)
Carrying
amount at
12/31/2022
Mergers/
demergers
spin-offs
of
business
units
Acquisitions/
Subscriptions/
Payments to
cover Losses
Disposals/
Reimbursem
ents
Impairment
losses /
Reversals /
Value/ Adj.
Fair value
Other
changes and
reclassifica-
tions
Total
changes
Carrying
amount at
12/31/2023
Investments in subsidiaries
CD FIBER S.r.l.
43
FIBERCOP S.p.A.
2,965,611
OLIVETTI S.p.A.
SOCIETA' BENEFIT
NOOVLE S.p.A.
SOCIETA' BENEFIT
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.
33,074
1,079,786
2,388
5,914,971
—
7,565
587,840
63,635
12,632
50
19,522
181
—
15,143
10
50
(181)
—
43
283
283
2,965,894
(33,044)
(30)
(33,074)
—
121
121
1,079,907
—
2,388
—
5,914,971
—
—
—
7,565
(107,000)
269
(106,731)
481,109
—
63,635
22
22
50
—
(181)
—
—
—
(7,408)
(6,084)
12,654
100
19,522
—
—
15,143
10
—
6,084
(2,676)
10,708,535
(2,676)
4,000
4,050
(181)
(147,452)
665
(145,594)
10,562,941
(thousands of
euros)
Carrying
amount at
12/31/2022
Mergers/
demergers
spin-offs
of
business
units
Acquisitions/
Subscriptions/
Payments to
cover Losses
Disposals/
Reimbursem
ents
Impairment
losses /
Reversals /
Value/ Adj.
Fair value
Other
changes and
reclassifica-
tions
Total
changes
Carrying
amount at
12/31/2023
Investments in associates and joint ventures
AREE URBANE (in
liquidation)
DAPHNE 3 S.p.A.
ITALTEL S.p.A.
NORDCOM S.p.A.
POLO STRATEGICO
NAZIONALE S.P.A.
TIGLIO I
TIMFin S.p.A.
—
234,247
10,262
2,143
5,400
—
26,950
(3,705)
18,900
9,800
—
—
—
234,247
(3,705)
—
6,557
2,143
18,900
24,300
—
—
9,800
36,750
279,002
—
28,700
—
(3,705)
—
24,995
303,997
Separate financial
statements of TIM S.p.A.
Note 7
Investments
312
(thousands of
euros)
Carrying
amount at
12/31/2022
Mergers/
demergers
spin-offs of
business
units
Acquisitions/
Subscriptions/
Payments to
cover Losses
Disposals/
Reimbursem
ents
Impairment
losses /
Reversals /
Value/ Adj.
Fair value
Other
changes and
reclassifica-
tions
Total
changes
Carrying
amount at
12/31/2023
Investments in other companies
BANCA UBAE
FIN. PRIV.(**)
IST. ENCICLOPEDIA
ITALIANA G. TRECCANI
ISTITUTO EUROPEO DI
ONCOLOGIA
Other minor
investments
2,050
20,393
4,274
2,789
3,450
32,956
—
—
2
2
(4)
(4)
137
3,020
(880)
75
151
2,503
137
2,187
3,020
23,413
(880)
3,394
75
2,864
—
—
149
3,599
2,501
35,457
Total Investments
11,020,493
(2,676)
32,752
(185)
(148,654)
665
(118,098)
10,902,395
(**) Recognized investment measured at fair value through other comprehensive income (FVTOCI).
The list of investments in subsidiaries, associates and joint ventures at December 31, 2023 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".
Separate financial
statements of TIM S.p.A.
Note 7
Investments
313
NOTE 8
NON-CURRENT AND CURRENT FINANCIAL
ASSETS
Non-current and current financial assets were broken down as follows:
(million euros)
12.31.2023
12.31.2022
Non-current financial assets
Financial receivables and other non-current financial assets
Financial receivables from subsidiaries
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
(a)
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
Receivables from employees
Hedging derivatives relating to hedged items classified as current
assets/liabilities of a financial nature
Non-hedging derivatives
Financial receivables from subsidiaries
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
(b)
(c)
(d)
e=(b+c+d)
(f)=(a+e)
3,049
29
73
726
9
3,886
6
3,892
—
—
—
—
22
66
73
380
491
1,032
68
598
1,698
5,590
2,228
36
396
825
9
3,494
8
3,502
—
—
—
—
19
31
59
357
1
467
45
1,375
1,887
5,389
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial
instruments".
Financial receivables from subsidiaries amounted to 3,049 million euros (2,228 million euros at December 31,
2022) and consisted of loans granted to Fibercop S.p.A. (2,080 million euros), Noovle S.p.A. (884 million euros),
Telecom Italia Sparkle S.p.A. (60 million euros), Telsy S.p.A. (24 million euros). Current financial receivables
from subsidiaries amounted to 380 million euros (357 million euros at December 31, 2022) and included 19
million euros as the current portion of medium-long term loans and 361 million euros in utilisation of short-
term credit lines (of which Telecom Italia Sparkle S.p.A. for 357 million euros).
Financial receivables for lease contracts (current and non-current) amounted to 74 million euros (53 million
euros at December 31, 2022) and included:
■ agreements for the sale of network infrastructure in IRU with deferred collection over time of 64 million
euros (42 million euros at December 31, 2022) 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 10 million euros (11 million
euros at December 31, 2022). 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 51 million euros (55 million euros at
December 31, 2022) and included the remaining amount due on loans granted.
Separate financial
statements of TIM S.p.A.
Note 8
Non-current and current financial assets
314
Hedging derivatives amounting to 139 million euros (427 million euros at December 31, 2022), referred to:
■ cash flow hedges consisting of hedged items classified as current assets/liabilities of a financial nature (73
million euros), with Telecom Italia Finance S.A.;
■ cash flow hedges consisting of hedged items classified as non-current assets/liabilities of a financial nature
(66 million euros), mainly with Telecom Italia Finance S.A.;
Non-hedging derivatives amounted to 799 million euros (884 million euros at December 31, 2022) 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 (726 million euros), which refer to the mark-to-market
spot valuation component of the non-hedging derivatives;
items classified as current financial assets (73 million euros), relating to the accrued income component on
non-hedging derivative contracts.
Further details are provided in the Note "Derivatives".
Other short-term financial receivables consist of the 488 million euros in National Recovery and Resilience
Plan (NRRP) funds received on January 2, 2024 in relation to the 1G tender. For further details, see Note 15 “Net
financial debt”.
Cash and cash equivalents amounted to 598 million euros, down by 777 million euros compared to December
31, 2022 and were broken down as follows:
(million euros)
12.31.2023
12.31.2022
Liquid assets with banks, financial institutions and post offices
Checks, cash and other receivables and deposits for cash flexibility
Receivables from subsidiaries
Total
560
—
38
598
1,157
—
218
1,375
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.
Separate financial
statements of TIM S.p.A.
Note 8
Non-current and current financial assets
315
NOTE 9
MISCELLANEOUS RECEIVABLES AND OTHER
NON-CURRENT ASSETS
Miscellaneous receivables and other non-current assets breaks down as follows:
(million euros)
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
12.31.2023 of which Financial
Instruments
12.31.2022 of which Financial
Instruments
140
—
43
183
1,541
71
1,612
1,795
—
—
12
12
—
—
—
12
156
—
42
198
1,627
53
1,680
1,878
(a)
(b)
(a+b)
—
—
11
11
—
11
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 140 million euros (156 million euros at December 31,
2022) 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, 2022).
Other non-current assets
This item decreased by 68 million euros compared to December 31, 2022 and includes:
■ Contract costs deferred for 1,541 million euros (1,627 million euros at December 31, 2022): 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 2,095 million euros (2,223 million euros
at December 31, 2022); the breakdown of the total deferred non-current and current contract costs at
December 31, 2023 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)
Contract acquisition costs
Contract execution costs
Total deferred contract costs
12.31.2023
12.31.2022
1,541
554
2,095
1,627
596
2,223
12.31.2022
Increase
Release to
income
statement
Other
changes
12.31.2023
1,432
791
2,223
377
91
468
(383)
(213)
(596)
1,426
669
2,095
—
Separate financial
statements of TIM S.p.A.
Note 9
Miscellaneous receivables and other non-current assets
316
Total deferred contract costs will be recognized in the income statement of future years of the Company
and in particular, for approximately 594 million euros, in 2024, based on the amount at December 31, 2023
without taking into account the new deferred portions. More specifically:
(million euros)
12.31.2023
2024
Year of recognition in the income statement
2028
2026
2025
2027
After
2028
Deferred contract costs
Contract acquisition costs
Contract execution costs
Total
1,426
669
2,095
394
200
594
326
163
489
249
119
368
175
84
259
124
54
178
158
49
207
■ Other deferred costs of 71 million euros (53 million euros at December 31, 2022): mainly referred to costs
for leased assets.
Separate financial
statements of TIM S.p.A.
Note 9
Miscellaneous receivables and other non-current assets
317
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, 2023, 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 42 million euros and were up 8 million euros on December 31, 2022 (34
million euros); included receivables for tax paid abroad for 13 million euros, residual IRAP from previous years
for 15 million euros, tax consolidation credit for 10 million euros, and other tax receivables of 4 million euros.
Tax assets and deferred tax liabilities
The net balance is composed as follows:
(million euros)
Deferred tax assets
Deferred tax liabilities
Total
12.31.2023
406
—
406
12.31.2022
461
—
461
The 2023 financial statements do not include IRES deferred tax for current period and prior period tax losses
nor do they include IRAP deferred tax assets/liabilities, (as was the case in the previous financial statements),
in consideration of the assessment of the time frame for recoverability of deferred tax assets of TIM S.p.A.
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
12.31.2023
431
(25)
406
12.31.2022
495
(34)
461
Separate financial
statements of TIM S.p.A.
Note 10
Income tax expense (current and deferred)
318
Deferred tax assets and deferred tax liabilities which made up this line item at December 31, 2023 and 2022, as
well as the movements during 2023 were as follows, broken down by type of temporary differences:
(million euros)
12.31.2023
12.31.2022 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 (*)
Other deferred tax assets
Total
Deferred tax liabilities:
Accelerated depreciation
Bond issue expense
Other deferred tax liabilities
Total
Total Deferred tax assets net of
Deferred tax liabilities
4
211
82
73
95
5
—
25
495
(3)
(3)
(28)
(34)
461
(1)
(85)
(6)
8
(5)
(8)
(97)
2
7
9
(88)
3
126
76
106
103
—
—
17
431
(3)
(1)
(21)
(25)
406
33
33
—
—
33
—
—
(*) For the new flow of tax losses in 2023, no deferred tax assets are entered
The expirations of deferred tax assets and deferred tax liabilities at December 31, 2023 were the following:
(million euros)
Within next
year
Beyond 1 year
year
Total
at 12/31/2023
Deferred tax assets
Deferred tax liabilities
Total Deferred tax assets net of Deferred tax liabilities
167
(3)
164
264
(22)
242
431
(25)
406
The company has not posted deferred IRES tax assets for 766 million euros on tax losses and for 99 million
euros on benefits for Aid to economic growth (ACE), and IRAP deferred tax assets for 17 million.
Income tax payables
Current tax liabilities and non-current tax liabilities at December 31, 2023 were zero (unchanged from
December 31, 2022).
Separate financial
statements of TIM S.p.A.
Note 10
Income tax expense (current and deferred)
319
Income tax expense
The income tax expense for the years ended December 31, 2023 and 2022 is detailed below:
(million euros)
2023
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
—
—
—
(132)
(2)
(134)
79
—
9
88
(46)
2022
—
—
(692)
(144)
17
(819)
6
2,656
—
2,662
1,843
The current IRES tax rate is 24%, while the effective IRAP tax rate is 4.5%.
The current tax income consists of 132 million euros for the tax consolidation benefit and 2 million euros for
lower tax from previous years, relating to the effects on the tax return with respect to the forecasts prepared in
the 2022 financial statements on the basis of the information available at the time.
The current tax benefits juxtaposes with the deferred tax expense of 88 million euros, of which 9 million euros
relate to previous years.
The reconciliation between the theoretical tax charge, calculated on the basis of the IRES tax rate in effect at
December 31, 2023 (24%), and the effective tax charge in the financial statements is as follows:
2023
(million euros)
Result before tax
2022
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
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)
Write-off of substitute tax pursuant to Decree Law 104/2020 art. 110
Total of actual taxes to income statement
(1,042)
(1,042)
(250)
(257)
40
1
9
18
8
—
385
(46)
—
—
(46)
(1,234)
(1,234)
(296)
(25)
(69)
2
9
(20)
—
2,656
263
2,520
15
(692)
1,843
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.
∂
Global Minimum Tax
Legislative Decree No. 209 of December 27, 2023, implementing the international tax reform, transposed
European Union Council Directive No. 2022/2523/EU (the “Directive”), which implements the rules developed
by the OECD on Pillar 2 and Global Minimum Tax (“Model Rules” or “GloBE Rules”). The new rules enter into
force on January 1, 2024.
Separate financial
statements of TIM S.p.A.
Note 10
Income tax expense (current and deferred)
320
To give a very brief overview, the GloBE Rules introduce a coordinated system of rules for multinational groups
with total revenues of 750 million euros or more, aimed at ensuring that they are subject to a minimum tax
level of at least 15% in relation to income generated in each country in which they operate. The GloBE Rules
provide for the application of a top-up tax due if the effective tax rate (“ETR”) calculated for each country
according to the common rules is below 15%, up to that level. The ETR is equal to the ratio of taxes paid (with
adjustments) to accounting profit (with adjustments). Both the calculation of the effective tax rate and the
supplementary tax are done on a jurisdictional (i.e. country-by-country) basis.
The OECD has developed a system of safe harbours (i.e. tests) applicable during the first three-year period of
the GloBE Rules (until 2026), which will make it possible to avoid making the complex calculations required and
to consider the supplementary tax due in a given state to be zero if one of the following tests is passed:
■ de minimis test: aggregate revenue in that state is less than 10 million euros and aggregate pre-tax profit
is less than 1 million euros (or a loss);
■ simplified ETR test: The effective tax level is at least 15% (for 2024), 16% (for 2025) and 17% (for 2026) and
is to be determined on the basis of the ratio of the aggregate values of pre-tax profit/loss (denominator)
and income tax (numerator);
■
routine profit test: the economic substance present in a given jurisdiction (calculated assuming a given
implied profitability of tangible assets and personnel costs located in the jurisdiction) is greater than the
aggregate amount of pre-tax profit/loss. In the event that the group is found to have a pre-tax loss, the
test will be regarded as positive.
As it falls within the scope of application of the GloBE Rules, TIM S.p.A. is currently analysing the new rules and
structuring an internal process for collecting the data necessary to carry out the calculations required when
fully implemented.
TIM S.p.A. also performed a simulation on the figures for the financial year 2022, with reference to the
potential application of safe harbours in the jurisdictions in which it operates. From initial estimates and based
on the best interpretation of documents published by the OECD, practically all countries pass at least one of
the tests.
With regard to the related amendments adopted by the IASB to IAS 12 and implemented by Regulation (EU)
No. 2023/2468, please refer to what is specified in Note 2 “Accounting Policies”.
Separate financial
statements of TIM S.p.A.
Note 10
Income tax expense (current and deferred)
321
NOTE 11
INVENTORIES
At December 31, 2023, these amounted to 198 million euros (193 million euros at December 31, 2022) and
mainly consisted of fixed and mobile telecommunications equipment and terminals and the related
accessories.
This item increased by 5 million euros compared to December 31, 2022. this trend is mainly due to lower
consumption in the mobile sector, especially in the last quarter of the year.
In 2023, 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, 2023 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
12.31.2023 of which Financial
Instruments
12.31.2022
of which
Financial
Instruments
408
408
685
1,411
1,009
46
25
8
1,411
1,009
46
25
8
1,178
860
21
27
5
685
1,178
860
21
27
5
(a)
2,907
2,907
2,776
2,776
163
—
—
502
665
31
554
347
57
989
(b)
(c)
—
—
—
55
55
31
—
—
—
31
108
—
—
471
579
14
596
272
56
938
—
—
—
82
82
14
—
14
(a+b+c)
4,561
2,993
4,293
2,872
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial
instruments".
Separate financial
statements of TIM S.p.A.
Note 11
Inventories
322
The analyses of the aging of the financial instruments included in Trade and miscellaneous receivables and
other current assets at December 31, 2023 and December 31, 2022 are provided below:
(million euros)
12.31.2023
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
2,993
2,677
316
96
35
41
144
(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
Financial instruments included in trade and miscellaneous receivables and other current assets include Assets
deriving from contracts with customers (Contract Assets) for 31 million euros; they increased by 121 million
euros compared to December 31, 2022. In particular:
■ current net receivables: increased by 162 million euros mainly due to the impact of transactions with
FiberCop, Polo Strategico Nazionale and Noovle;
■ overdue net receivables: decreased by 41 million euros following the combined increase recorded in the 0
to 90 days aging bracket, primarily as a result of the dynamics in roaming; and the reduction of aging in
the other brackets, in particular for aging in excess of 365 days, primarily as a result of the improved
performance of collections in the retail subscriber segments, as well as the dynamics of turnover.
Trade receivables
These came to 2,907 million euros (2,776 million euros at December 31, 2022) and were net of the related
provision for bad debts of 316 million euros (365 million euros at December 31, 2022); in particular, the
provision for bad debt at December 31, 2023 was impacted by the provisions made in 2023 for a total of 62
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
12.31.2023
365
62
(111)
316
12.31.2022
420
57
(112)
365
Trade receivables increased by 131 million euros compared to December 31, 2022, mainly as a result of the
changes in the receivables due from customers and subsidiaries.
In particular, we report:
■ Receivables from customers: amounted to 408 million euros and dropped by 277 million euros compared
to December 31, 2022;
■ Receivables from other operators: amounted to 1,411 million euros and increased by 233 million euros
compared to December 31, 2022;
■
■
■
receivables from subsidiaries: amounted to 1,009 million euros and increased by 149 million euros
compared to December 31, 2022, mainly following greater receivables due from FiberCop (+132 million
euros) for delivery activities on the secondary network. This item refers to receivables for the supply of TLC
products and services, mainly to FiberCop (771 million euros), Noovle S.p.A. Benefit Company (156 million
euros), TIM S.A. (26 million euros), TIM Retail (21 million euros), Telecom Italia Sparkle (15 million euros),
Olivetti S.p.A. Società Benefit (5 million euros) and Telecontact (4 million euros);
receivables from associates: amounted to 46 million euros (21 million euros at December 31, 2022) and
mainly relate to the supply of services to Polo Strategico Nazionale S.p.A.;
receivables from associates amounted to 25 million euros (27 million euros at December 31, 2022) and
relate to the supply of services to the Cassa Depositi e Prestiti Group.
Separate financial
statements of TIM S.p.A.
Note 12
Trade and miscellaneous receivables and other current assets
323
Miscellaneous receivables (current)
Amounted to 665 million euros (net of a provision for bad debts of 44 million euros), increasing by 86 million
euros compared to December 31, 2022. They include:
■
receivables from subsidiaries: these amounted to 163 million euros (108 million euros at December 31,
2022) and mainly related to receivables from Group companies for the tax consolidation (155 million
euros);
■ Other receivables: totaled 502 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
12.31.2023
304
8
15
10
165
502
12.31.2022
272
8
5
11
175
471
The tax receivables amounted to 15 million euros and are essentially represented by VAT receivables (13
million euros), credit amounts resulting from tax returns and tax receivables.
Receivables for grants from the government and public entities (10 million euros) mainly refer to the projects
called Ultra Broadband-BUL and Broadband-BL. These contributions are recognised in the income statement
at the time of entry into operation of the plants to which the contributions refer.
Sundry receivables mainly included:
■
■
receivables for with-recourse assignments to factoring companies (23 million euros);
receivables from social security and pension institutions (18 million euros);
■ miscellaneous receivables from other TLC operators (27 million euros);
■
receivables for Universal Service (52 million euros).
Other current assets
This item amounted to 989 million euros and increased by 51 million euros compared to December 31, 2022; it
included:
■ Contract assets: amounted to 31 million euros (14 million euros at December 31, 2022) and referred to:
•
•
12 million euros for 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.
19 million euros for the works carried out in the 2023 financial year in relation to the projects under the
National Recovery and Resilience Plan (NRRP).
Contract Assets - net of the related devaluation fund of 1 million euros - increased by 17 million euros
compared December 31, 2022, substantially due to the work carried out in relation to the National
Recovery and Resilience Plan (NRRP) projects launched in 2023.
■ Deferred contract costs (554 million euros, 596 million euros at December 31, 2022): 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). 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 347 million euros (272 million euros at December 31, 2022) and referred
to:
•
•
•
•
•
278 million euros for the deferral of costs related to rental fees and other lease and rental costs;
23 million euros for the deferral of costs for the purchase of products and services;
32 million euros for the deferral of after-sales expenses on application offers;
6 million euros for maintenance fees;
8 million euros for insurance premiums.
■ Other (57 million euros, 56 million euros at December 31, 2022): these include approximately 19 million
euros in receivables for works from the subsidiary FiberCop.
Separate financial
statements of TIM S.p.A.
Note 12
Trade and miscellaneous receivables and other current assets
324
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
Movements in share capital during 2023 are presented in the following tables:
12.31.2023
11,677
(57)
11,620
575
2,335
—
(379)
(379)
(995)
13,156
12.31.2022
11,677
(63)
11,614
2,133
2,335
777
470
1,247
(3,077)
14,252
Reconciliation between the number of shares outstanding at 12/31/2022 and at 12/31/2023
(number of shares)
As at 12/31/2022
at 12/31/2023 % on Capital
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
—
10,879,774
10,879,774
—
—
10,879,774
15,329,466,496
(105,062,422)
15,224,404,074
6,027,791,699
21,357,258,195
21,252,195,773
71.78
28.22
100.00
Reconciliation between the value of shares outstanding at 12/31/2022 and at 12/31/2023
Change
(thousands of euros)
share capital
Ordinary shares issued
less: treasury shares
Ordinary shares outstanding
Savings shares issued and outstanding
Total share capital issued
Total share capital outstanding
(a)
(b)
(c)
(d)
(a+d)
(c+d)
Share Capital at
12/31/2022
8,381,330
(63,391)
8,317,939
3,295,673
11,677,003
11,613,612
Share Capital at
12/31/2023
8,381,330
(57,443)
8,323,887
3,295,673
11,677,003
11,619,560
5,948
5,948
—
5,948
During 2023, treasury shares decreased by 10,879,774 (5,948 thousand euros) in execution of the first cycle of
the Long Term Incentive Plan 2020-2022.
Separate financial
statements of TIM S.p.A.
Note 13
Equity
325
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 bears noting that share capital carries a tax suspension restriction for an amount equal to 1,191 million euros
(unchanged compared to December 31, 2022).
∂
The Share premium reserve, which amounted to 575 million euros as at December 31, 2023, decreased by
1,558 million euros compared to December 31, 2022 as a result of the coverage of the loss for the 2022
financial year, as resolved by the General Meeting of Shareholders on April 20, 2023.
The Legal reserve at December 31, 2023, was 2,335 million euros, unchanged compared to December 31, 2022.
The reserve carries a tax suspension restriction up to 1,835 million euros.
Other reserves totaled -379 million euros at December 31, 2023, decreasing by 849 million euros compared to
December 31, 2022.
The Other reserves moved through the Statements of Comprehensive Income are broken down as follows:
Separate financial
statements of TIM S.p.A.
Note 13
Equity
326
■ Reserve for remeasurements of employee defined benefit plans (negative 73 million euros): increased, in
absolute terms, by 8 million euros compared to December 31, 2022, following actuarial losses on severance
pay for the 2023 financial year;
■ Reserve for hedging instruments (negative 327 million euros, up 104 million euros in absolute terms
compared to December 31, 2022): 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 (positive for 3
million euros): this reserve increased by 5 million euros compared to December 31, 2022.
The Other reserves also include:
■ Merger surplus reserve: this was zero at December 31, 2023 (777 million euros at December 31, 2022)
following coverage of the loss of 2022, as resolved by the Shareholders’ Meeting on April 20, 2023;
■ Reserve for other equity instruments: this reserve amounted to 20 million euros (up by 2 million euros
compared to December 31, 2022) and consisted of:
•
•
3 million euros, the amount of the Stock Option Plan 2022-2024 approved by the Shareholders’
Meeting on April 7, 2022;
17 million euros, the amount of the second cycle 2021-2023 of the 2020-2022 Long Term Incentive
Plan, approved by the Shareholders' Meeting on April 23, 2020. It should be noted that, during 2023,
10,879,774 shares were allocated in execution of the first cycle of the Long Term Incentive Plan 2020-
2022.
For further details, refer to the Note “Equity Compensation Plans”.
■ Other reserves: amounted to a total negative value of -2 million euros, a decrease of 744 million euros
compared to December 31, 2022, of which -742 million euros as a result of the coverage of the loss for the
year 2022, as resolved by the shareholders' meeting of April 20, 2023.
Retained earnings (accumulated losses), including result for the year, was negative for 995 million euros at
December 31, 2023 (negative for 3,077 million euros at December 31, 2022) and refer to the 2023 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 2021-2023.
Summary pursuant to Article 2427, no. 7-bis
Nature/description
Amount
at
12/31/2023
11,620
575
1,953
20
B
B
57
A,B,C
B
A,B,C
382
—
(327)
3
B
(130)
14,153
(million euros)
Share capital
Capital reserves:
Additional paid-in capital
Legal reserve
Reserve for other equity instruments
Reserve for remeasurements of defined
benefit plans
Profit reserves:
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
Potential
utilization
Amount
available
Summary of utilizations made
in the three-year period 2021-2023
for loss coverage
for other
reasons
A,B,C
575
1,558
—
—
57
—
—
—
—
(130)
502
(59)
443
1
1,558
1
Specifically, the amounts shown in the column "Summary of the amounts utilized in the three-year period
2021/2023 – for other reasons” relate to the distribution of dividends.
Separate financial
statements of TIM S.p.A.
Note 13
Equity
327
The table below shows the restrictions, relating to off-book tax deductions effected for income tax purposes in
past years, pursuant to Article 109, subsection 4, letter b) of TUIR:
(million euros)
Off-book deductions at 12/31/2022
Reversal for taxation during the year
Off-book deductions at 12/31/2023
Deferred taxes
Restriction on equity at 12/31/2023
18
(1)
17
(4)
13
In this regard, a restriction was imposed 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, 2022, 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 13 million euros.
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, 2023:
Number of
maximum
shares issuable
Share
capital
(thousand
s 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
8,619,620
257,763,000
266,382,620
109,292
109,292
0.424
Further information is provided in the Notes “Non-current and current financial liabilities” and “Equity
compensation plans”.
Separate financial
statements of TIM S.p.A.
Note 13
Equity
328
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
12.31.2023
12.31.2022
Non-current financial payables:
Bonds
Amounts due to banks
Payables to other lenders
Payables due to subsidiaries
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 third parties
Total non-current financial liabilities
Current financial liabilities for financing contracts and others
Current financial payables:
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 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)
9,445
3,634
10
3,864
16,953
398
741
2
1,141
18,094
21
2,689
2,710
20,804
3,007
794
224
1,845
2
5,872
32
79
—
111
5,983
38
429
467
6,450
27,254
10,118
4,043
9
3,516
17,686
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
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial
instruments".
Separate financial
statements of TIM S.p.A.
Note 14
Non-current and current financial liabilities
329
Gross financial debt according to the original currency of the transaction is as follows:
12.31.2023
12.31.2022
USD
GBP
YEN
EUR
Total
(millions of foreign
currency)
2,515
—
20,000
(millions of foreign
currency)
2,514
389
20,000
(million euros)
2,276
—
128
24,850
27,254
(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
Total
12.31.2023
2,541
9,555
10,241
3,225
3
1,689
27,254
12.31.2022
5,574
14,870
3,573
1,725
3
1,783
27,528
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
Total
12.31.2023
4,711
7,929
8,706
4,216
3
1,689
27,254
12.31.2022
5,832
13,261
4,924
1,725
3
1,783
27,528
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)
2024
2025
maturing by 12/31 of the year:
2028
2027
2026
Bonds
Loans and other financial liabilities
Finance lease liabilities
Total
Current financial liabilities
Total
2,757
928
406
4,091
1,820
5,911
2,000
1,027
375
3,402
—
3,402
1,750
447
366
2,563
—
2,563
1,250
390
336
1,976
—
1,976
The main components of financial liabilities are commented below.
2,750
2,015
281
After
2028
1,670
3,976
1,352
5,046 6,998
—
5,046 6,998
—
Total
12,177
8,783
3,116
24,076
1,820
25,896
Separate financial
statements of TIM S.p.A.
Note 14
Non-current and current financial liabilities
330
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
12.31.2023
9,445
3,007
12,452
(275)
12.31.2022
10,118
2,668
12,786
(287)
12,177
12,499
The nominal repayment amount of bonds totaled 12,177 million euros, down by 322 million euros compared to
December 31, 2022 (12,499 million euros) as a result of the new issuances/repayments/buybacks made in 2023.
The change in bonds during 2023 was as follows:
New issues
(millions of original currency)
TIM S.p.A. 850 million euros 6.875%
TIM S.p.A. 400 million euros 6.875%
TIM S.p.A. 750 million euros 7.875%
TIM S.p.A. 750 million euros 7.875%
Repayments
(millions of original currency)
Telecom Italia S.p.A. 1,000 million euros 3.25%
Telecom Italia S.p.A. 375 million GBP 5.875% (a)
Telecom Italia S.p.A. 1,000 million euros 2.5%
(a) Net of 25 million GBP repurchased in June 2016.
Buybacks
(millions of original currency)
Currency Amount
Issue date
Euro
Euro
Euro
Euro
850
400
750
750
1/27/2023
4/12/2023
7/20/2023
9/28/2023
Currency Amount Repayment date
1/16/2023
1,000
5/19/2023
375
7/19/2023
1,000
Euro
GBP
Euro
Currency Amount
Buyback date
Telecom Italia S.p.A. 750 million euros 3.625%, maturity 1/19/2024
Telecom Italia S.p.A. 1,250 million euros 4%, maturity 4/11/2024
Euro
Euro
300
300
7/20/2023
7/20/2023
Separate financial
statements of TIM S.p.A.
Note 14
Non-current and current financial liabilities
331
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
Total
(millions)
Nominal
repayment
amount
(million
euros)
Coupon
Issue date
Maturity
date
Issue price
(%)
Market price
at
12/31/2023
(%)
Market value
at
12/31/2023
(million
euros)
Bonds issued by TIM S.p.A.
450
Euro
950
Euro
1,500
USD
1,000
Euro
1,000
Euro
750
Euro
1,000
Euro
1,250
Euro
850
Euro
400
Euro
750
Euro
750
Euro
1,000
Euro
Euro
670
Total
450
950
1,357
1,000
1,000
750
1,000
1,250
850
400
750
750
1,000
670
12,177
3.625%
4.000%
5.303%
2.750%
3.000%
2.875%
3.625%
2.375%
6.875%
6.875%
7.875%
7.875%
1.625%
5.250%
20/1/16
11/1/19
30/5/14
15/4/19
30/9/16
28/6/18
25/5/16
12/10/17
27/1/23
12/4/23
20/7/23
28/9/23
18/1/21
17/3/05
19/1/24
11/4/24
30/5/24
15/4/25
30/9/25
28/1/26
25/5/26
12/10/27
15/2/28
15/2/28
31/7/28
31/7/28
18/1/29
17/3/55
99.632
99.436
100
99.320
99.806
100
100
99.185
100
100.750
99.996
102
99.074
99.667
99.915
99.777
99.564
97.643
97.833
96.950
98.467
93.700
106.731
106.731
111.422
111.422
86.604
92.371
450
948
1,351
976
978
727
985
1,171
907
427
836
836
866
619
12,077
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 3,634 million euros (4,043 million euros at December 31, 2022). Short-
term payables to banks totaled 794 million euros, up by 78 million euros (716 million euros at December 31,
2022) and refer to the current portion of non-current amounts due to banks.
Non-current payables to other lenders totaled 10 million euros (9 million euros at December 31, 2022), while
current payables to other lenders totaled 224 million euros (181 million euros at December 31, 2022) and did
not include the current portion of non-current payables to other lenders.
Non-current payables to subsidiaries amounted to 3,864 million euros (3,516 million euros at December 31,
2022) and consisted of loans obtained from Telecom Italia Capital S.A. (2,736 million euros) and from Telecom
Italia Finance S.A. (1,128 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 1,845 million euros and decreased by 26 million euros compared
to December 31, 2022 (1,871 million euros). They include:
■
the current portion of medium/long-term loans to Telecom Italia Capital S.A. (240 million euros) and
Telecom Italia Finance S.A. (35 million euros);
■ short-term loans to Telecom Italia Capital S.A. (203 million euros) and Telecom Italia Finance S.A. (1,107
million euros);
■ current accounts as part of the treasury services regulated at market rates for a total of 260 million euros,
particularly with TIM Retail S.r.l. (65 million euros), Telecom Italia Ventures (57 million euros), Telecom Italia
Sparkle S.p.A. (52 million euros), Telecontact Center S.p.A. (44 million euros), Olivetti S.p.A. (12 million
euros), Telecom Italia Trust Technology (11 million euros).
Non-current financial liabilities for lease contracts amounted to 2,710 million euros (2,600 million euros at
December 31, 2022). Current financial liabilities for lease contracts amounted to 467 million euros (459 million
euros at December 31, 2022) and referred for 433 million euros to the current portion of non-current financial
liabilities for lease contracts.
With reference to the finance lease liabilities recognized in 2023 and 2022 the following is noted:
(million euros)
Principal reimbursements
Cash out interest portion
Total
2023
390
149
539
2022
391
119
510
Hedging derivatives relating to items classified as non-current liabilities of a financial nature amount to 398
million euros (234 million euros at December 31, 2022). Hedging derivatives relating to hedged items classified
as current financial liabilities amounted to 32 million euros (177 million euros at December 31, 2022).
Non-current non-hedging derivatives amounted to 741 million euros (859 million euros at December 31,
2022). Current non-hedging derivatives amounted to 79 million euros (77 million euros at December 31, 2022).
These line items include the measurement in the liabilities of transactions which TIM S.p.A. carries out with
Separate financial
statements of TIM S.p.A.
Note 14
Non-current and current financial liabilities
332
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.
Further details are provided in the Note "Derivatives".
Covenants, negative pledges and other contract clauses in
effect at December 31, 2023
Bonds
issued by TIM S.p.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 bond issues and payment of interest are
not backed by specific guarantees.
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 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.Currently, these loans are partially guaranteed.
In addition, on May 5, 2023, TIM took out a new 360 million euro loan with the EIB, partially guaranteed by
SACE.
Therefore, at December 31, 2023 the nominal total of outstanding loans with the EIB was 1,060 million euros.
The EIB loans include the following covenants and commitments:
■
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.
Some TIM loan agreements not contain 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. These include 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, 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 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,
except where certain conditions exist. 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.
Finally, as at December 31, 2023, no covenant, negative pledge or other clause relating to the aforementioned
debt position had in any way been breached or violated.
Separate financial
statements of TIM S.p.A.
Note 14
Non-current and current financial liabilities
333
Revolving Credit Facility
The following table shows committed credit lines(*) available at December 31, 2023:
(billion euros)
12.31.2023
Sustainability-linked RCF - May 2026
Total
Agreed
4.0
4.0
Drawn down
—
—
12.31.2022
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 each as
defined in the contract).
TIM's rating at December 31, 2023
At December 31, 2023, 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
Under review for upgrade
Under review for upgrade
Under review for upgrade
On November 6, 2023, Moody's placed Telecom Italia's B1 rating under review in view of a possible future
upgrade.
On November 9, 2023, Standard & Poor’s placed Telecom Italia's B+ rating under review in view of a possible
future upgrade.
On November 10, 2023, Fitch placed Telecom Italia's BB- rating under review in view of a possible future
upgrade.
Separate financial
statements of TIM S.p.A.
Note 14
Non-current and current financial liabilities
334
NOTE 15
NET FINANCIAL DEBT
The table below shows the breakdown of net financial debt of the TIM Group at December 31, 2023 and
December 31, 2022, 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)
12.31.2023
12.31.2022
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
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)
(560)
(38)
—
(598)
1,830
4,481
6,311
5,713
10,560
9,445
1
20,006
25,719
(1)
(6)
(68)
(893)
(3,087)
(4,055)
21,664
(515)
21,149
(1,157)
(218)
—
(1,375)
1,509
4,550
6,059
4,684
10,040
10,118
1
20,159
24,843
(1)
(8)
(45)
(377)
(2,273)
(2,704)
22,139
(430)
21,709
(*) 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".
Separate financial
statements of TIM S.p.A.
Note 15
Net financial debt
335
The following additional disclosures are provided in accordance with IAS 7:
Additional cash flow information required by IAS 7
(million euros)
12.31.2022
Cash movements
Receipts
and/or issues
Payments
and/or
reimburse-
ments
Non-cash movements
Fair value
changes
Exchange
differences
Other
changes
and
reclassifica-
tions
12.31.2023
12,786
2,750
(3,032)
(40)
(28)
4,658
4,193
360
—
(604)
(6)
(a)
21,637
3,110
(3,642)
(47)
(87)
(28)
19
19
(390)
(390)
—
—
16
14
11
41
479
479
12,452
4,428
4,151
21,031
4,076
3,143
3,143
433
Financial payables
(medium/long-term):
Bonds
Amounts due to banks
Other financial payables
of which short-term
Non-current financial liabilities
for lease contracts
of which short-term
Other medium/long-term
financial liabilities:
Hedging derivatives relating to
hedged items classified as non-
current assets/liabilities of a
financial nature
Non-hedging derivative liabilities
Other financial liabilities
of which short-term
Financial payables (short term):
Amounts due to banks
Other financial payables
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
3,951
3,035
3,035
435
411
936
—
1,347
254
101
1,408
1,509
(b)
(c)
(d)
(113)
(83)
161
(42)
(29)
9
—
430
820
—
—
—
(196)
119
(20)
1,250
111
(101)
422
321
—
1,830
1,830
—
—
—
—
(e=a+b+c+d)
27,528
3,129
(4,032)
(283)
91
—
27,254
(f)
(g)
427
884
(302)
(83)
23
(17)
(9)
15
139
799
Total
(h=e-f-g)
26,217
3,129
(4,032)
102
85
(6)
26,316
The change in short-term payables to banks (-101 million euros) is a cash movement mainly due to the closing
of bank credit lines.
The value of the paid and collected interest expense reported in the Statements of Cash Flows 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
2023
(1,781)
749
(1,032)
2022
(1,383)
556
(827)
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
2022
(1,259)
432
(827)
(1,623)
591
(1,032)
2023
∂
Separate financial
statements of TIM S.p.A.
Note 15
Net financial debt
336
National Recovery and Resilience Plan (NRRP)
Introduction
In August 2022, the TIM Group (“TIM”) signed agreements with Infratel (“Distributing Entity”), relating to the
award of three infrastructure tenders in the sector, for public grants to finance investment projects concerning
the construction of new telecommunications infrastructure and related access equipment.
In these three tenders, which contain a clawback clause, TIM has won about 50% of the lots planned for
ITALIA 1G Plan (“1G”) in temporary consortium (RTI) with FiberCop; all tenders for the 5G Backhauling Plan
(“5G_BH”); the entire tender for the 5G Coverage Plan (“5G_CO”) in temporary consortium (RTI) with INWIT
and Vodafone.
The 3 calls involve investments and undertakings by TIM until June 30, 2026, with interim half-yearly
milestones. The total value is approximately 3.6 billion euros, with a booked contribution of 2.5 billion euros.
Specifically:
■
■
■
the 1G tender is for eligible investments of 2.6 billion euros and a contribution of 1.6 billion euros (average
financeable capex of 62%);
the 5G_BH tender is for eligible investments of 0.8 billion euros and a contribution of 0.725 billion euros
(average financeable capex of 89%);
the 5G_CO tender is for eligible investments of 0.158 billion euros and a contribution of 0.142 billion euros
(average financeable capex of 89%).
Failure to achieve the milestones will lead to a penalty notice — reducing the contribution to be granted —
which is recoverable within the next two milestones (i.e. within 12 months).
ITALIA 1G Plan
The Plan anticipates the creation of 2.9 million “address numbers” (this number was halved following the
walk-in stage) and involves: the adaptation of fiber telecommunications networks; connectivity for consumer,
business and public administration (PA) customers; dedicated connections for PA customers; and XGSPON
technology coverage with download connections starting from 1 Gb.
5G Backhauling Plan
The Plan involves equipping mobile radio sites with fiber optic backhauling (BH) and connectivity on a high-
performance, reliable and enabling transport network for all 5G services. These infrastructures will be made
available in their entirety to all 5G mobile radio operators.
5G Coverage Plan
The Plan involves building new network infrastructure for the development of 5G mobile radio services, with
the objective of achieving a transmission speed, under usual peak traffic conditions, of at least 150 Mbit/s in
downlink and 30 Mbit/s in uplink.
Summary of Tenders
Every week, TIM sends weekly Infratel the official project tracking, communicating the status of the
addresses/sites and the progress of the projects. In addition, every two weeks, a technical works update (in
Italian: SAL) is held with the Distributing Entity to discuss the above-mentioned progress, critical issues and
shared solutions to ensure that the plans proceed as expected.
Finally, every six months (i.e. at each milestone), TIM provides the Distributing Entity with a final summary of
the addresses and sites, the progress made, and the planning of the next milestone.
Tender Advances
On May 12, 2023, INWIT (as representative for the 5G Coverage Plan) asked Infratel to activate and disburse a
20% advance payment (pursuant to art. 35, paragraph 18 of the Procurement Code); this advance may (at the
discretion of Infratel) be increased up to a maximum of 30% in application of the “NRRP Decree”.
On May 25 and 26, 2023, TIM asked Infratel to activate and disburse an advance payment for Plan 1G
(representing the temporary consortium) and Plan 5G_BH, in the same manner as described above.
On November 28, 2023, Infratel agreed to the request to advance 30% of the total grant awarded for the 1G
and 5G Plans, setting forth a progressive recovery method whereby 40% of the payable grant would be applied
at each technical works update (SAL) up to the amount advanced.
As a condition precedent for the disbursement of advances, bank/insurance guarantees were issued for the full
amount advanced, plus statutory interest.
These guarantees were issued to TIM by banks and insurance companies on December 21 and 22, 2023.
The table below shows the amounts awarded, together with the advances for each plan:
Separate financial
statements of TIM S.p.A.
Note 15
Net financial debt
337
(million euros)
Plan
1G
5G_BH
5G_CO
TOTAL
Amount awarded
1,628
725
346
2,699
Guarantees issued:
(million euros)
% requested
Advance
Advance to TIM
Advance to
consortium (RTI)
30 %
30 %
30 %
488
217
705
758
53
53
104
104
Plan
Guarantee
amount
Guarantee type
Total premiums/fees
1G
5G_BH
5G_CO
TOTAL
208
317
234
112
871
Bank
Insurance
Insurance
Bank
10
9
10
57
86
On December 29, 2023, after receiving the advance from Infratel, INWIT transferred part of its advance
allocated for the 5G_CO tender to TIM.
The advance for the 1G and 5G tenders was disbursed by Infratel on December 28, 2023. The advance for
5G_BH was credited on December 29, 2023. Due to a delay on the bank’s side, the advance for the 1G tender
was credited on January 2, 2024. Infratel requested that the value date be changed to December 29, 2023.
The advances credited for the 5G_BH and 5G_CO tenders are recognised in Cash and cash equivalents and
those for the 1G tender in short-term financial receivables, whereas for all tenders a contra-entry has been
recognised to Miscellaneous payables to Infratel for the advances received.
Separate financial
statements of TIM S.p.A.
Note 15
Net financial debt
338
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, 2023, 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 26 million euros (-46
million euros at December 31, 2022).
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.
(million euros)
Total Financial liabilities (at the nominal repayment amount)
12.31.2023
Variable
rate
—
4,204
12,177
7,695
Fixed rate
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
12,177
11,899
24,076
1,820
25,896
19,872
258
20,130
4,204
1,562
5,766
18,245
200
18,445
6,593
1,305
7,898
24,838
1,505
26,343
Total
Fixed rate
12.31.2022
Variable
rate
1,700
4,893
10,799
7,446
Total
12,499
12,339
Separate financial
statements of TIM S.p.A.
Note 16
Financial risk management
339
Total Financial assets (at the nominal investment amount)
(million euros)
Cash and cash equivalents
Other receivables
Total
12.31.2023
Fixed rate Variable rate
Total
Fixed rate
12.31.2022
Variable rate
—
1,927
1,927
598
2,568
3,166
598
4,495
5,093
—
1,593
1,593
1,375
1,947
3,322
Total
1,375
3,540
4,915
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 and cash equivalents
Other receivables
Total
12.31.2023
12.31.2022
Adjusted carrying
amount
12,147
13,419
25,566
Effective interest
rate (%)
4.50
5.24
4.89
Adjusted carrying
amount
12,457
13,289
25,746
Effective interest
rate (%)
3.58
3.74
3.66
12.31.2023
12.31.2022
Adjusted carrying
amount
598
4,039
4,637
Effective interest
rate (%)
1.34
5.09
4.60
Adjusted carrying
amount
1,375
2,699
4,074
Effective interest
rate (%)
0.62
4.53
3.21
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.
Separate financial
statements of TIM S.p.A.
Note 16
Financial risk management
340
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 and Small Business market involving the option of paying for products by
installments, starting 2021, the company TIMFin has been operating, the result of the corporate joint venture
between Santander Consumer Bank (SCB) and TIM.
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, 2023, together with unused committed bank lines, ensure complete
coverage of debt repayment obligations for the next 12 months.
At December 31, 2023, the liquidity margin available for TIM S.p.A. is 4,598 million euros, with a decrease of
2,960 million euros compared with end 2022 (7,558 million euros).
23% of gross financial debt at December 31, 2023 (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, 2023. The portions of principal and interest of the hedged
liabilities included both the disbursements and the receipts of the related hedging instruments.
Separate financial
statements of TIM S.p.A.
Note 16
Financial risk management
341
Financial liabilities – Maturities of contractually expected disbursements
(million euros)
2024
maturing by 12/31 of the year:
2027
2028
2026
2025
After
2028
Total
Bonds
Principal
2,757
2,000
1,750
1,250
2,750
1,670
12,177
Interest portion
495
401
343
285
212
966
2,702
Loans and other financial
liabilities (*)
Principal
928
1,027
Finance lease liabilities
Principal
Interest portion
Interest portion
364
406
143
336
375
127
447
276
366
107
390
2,015
3,575
8,382
263
336
87
249
281
68
1,357
2,845
1,352
3,116
196
728
Non-current financial liabilities(*)
Principal
4,091
3,402
2,563
1,976
5,046
6,597
23,675
Interest portion
1,002
864
726
635
529
2,519
6,275
Current financial liabilities(**)
Principal
Interest portion
1,820
23
—
—
—
—
—
—
—
—
—
—
1,820
23
Total
Principal
5,911
3,402
2,563
1,976
5,046
6,597
25,495
Interest portion
1,025
864
726
635
529
2,519
6,298
(*) These include hedging instruments, but exclude non-hedging derivatives.
(**) These exclude non-hedging derivatives.
Derivatives on financial liabilities – Contractually expected interest flows
(million euros)
Disbursements
Receipts
Hedging derivatives – net
(receipts) disbursements
Disbursements
Receipts
Non-Hedging derivatives – net
(receipts) disbursements
Total net disbursements
(receipts)
2024
2025
2026
2027
2028
maturing by 12/31 of the year:
112
(123)
(11)
322
84
(87)
(3)
306
84
(86)
(2)
308
84
(87)
(3)
306
61
(68)
(7)
311
After
2028
Total
399
824
(438)
(889)
(39)
(65)
2,120
3,673
(322)
(306)
(308)
(306)
(311)
(2,120)
(3,673)
—
(11)
—
(3)
—
(2)
—
(3)
—
(7)
—
(39)
—
(65)
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.
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 of TIM S.p.A.
Note 16
Financial risk management
342
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, 2023 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 non-hedging derivative contracts
signed with banks and mirror intercompany derivative contracts with Telecom Italia Capital S.A., Telecom Italia
Finance S.A. and Telecom Italia Sparkle S.p.A., for a notional value of 4,443 million euros.The balance of asset
and liability measurements of these contracts is equal to zero.
Hedges: economic relationship between underlying instrument
and derivatives
The hedge relationships documented in hedge accounting at TIM S.p.A. belong to three categories: i) hedging
of the cash flows coming from the coupon flow of bond issues denominated in currencies other than euro, ii)
hedging of the cash flows coming from the flow of floating interest on intercompany loans denominated in
euro, iii) 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 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 second 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 third 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.
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.
In practice, however, 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.
Separate financial
statements of TIM S.p.A.
Note 17
Derivatives
343
The first table indicates total financial derivatives of TIM S.p.A. at December 31, 2023 and 2022; 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
Notional
amount at
12/31/2023
Notional
amount at
12/31/2022
Mark to Market
Spot (*) (Clean
Price) at
12/31/2023
(million euros)
Mark to Market
Spot (*) (Clean
Price) at
12/31/2022
(million euros)
Interest rate swaps
Interest rate risk
Cross Currency and
Interest Rate Swaps
(CCIRS)
Interest rate risk and
currency exchange rate
risk
Total Fair Value Hedge Derivatives
(million euros)
(million euros)
300
—
—
—
300
Interest rate swaps
Interest rate risk
1,760
2,182
Cross Currency and
Interest Rate Swaps
(CCIRS)
Interest rate risk and
currency exchange rate
risk
Total Cash Flow Hedge Derivatives
Total Non-Hedge Accounting Derivatives
Total TIM derivatives
2,344
4,104
500
4,604
2,673
4,855
1,599
6,754
—
—
—
(259)
(89)
(348)
(16)
(364)
—
—
(144)
124
(20)
(41)
(61)
(*) 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 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.
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
Ineffectiveness
Fair value adjustment for hedging
settled in advance (2)
Hedging derivatives relating to
hedged items classified as current
financial assets/liabilities -
Current/non-current assets
Hedging derivatives relating to
hedged items classified as current
financial assets/liabilities -
Current/non-current assets
a)
—
b)
—
a)+b)
—
Bonds - Current/non-current
liabilities
Fair value adjustment and
measurements at amortized cost
c)
a)+b)+c)
—
—
(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.
—
—
—
—
—
—
—
—
—
(55)
—
—
—
—
—
Separate financial
statements of TIM S.p.A.
Note 17
Derivatives
344
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
Hedging derivatives relating to
hedged items classified as
current financial assets/liabilities -
Current/non-current assets
a)
1,760
(259)
(115)
—
(259)
(10)
(105)
b)
2,344
(89)
(213)
94
(183)
a)+b)
4,104
(348)
57
(291)
(430)
21
Positive fair value adjustment of
financial derivatives - non-
hedging
c)
d)
c)+d)
Negative reversal of the reserve
for the fair value adjustment of
hedging derivatives (cash flow
hedges)
(241)
28
(328)
(151)
(1)
(249)
249
(6)
(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
denominati
on currency
(millions)
Start of
period
End of
period
Rate applied
Interest period Hedging
of
notional
amount in
euro
(millions)
Hedging of
rate in euro
YEN
USD
USD
EUR
EUR
20,000 Jan-24
Oct-29
(a)JPY Libor 6m + 0.94625%
Semiannually
174
5.940%
1,000 Jan-24
Nov-33
1,500 Jan-24 May-24
3 month USD Libor +
0.756%(a)
Quarterly
5.303%
Semiannually
794 Jan-24
Sept-34 6-month Euribor + 0.8787%
Semiannually
791 Jan-24
July-36 6-month Euribor + 1.45969%
Semiannually
849
1,321
794
791
5.994%
4.180%
4.332%
5.884%
(a) Following the reform of the Interbank Offered Rate (IBOR), the floating rate parameters were replaced by the Tonar JPY rate (1/1/2022) and the
Sofr USD rate (30/6/2023), respectively, according to the requirements of the fallback clauses published by the ISDA.
For hedge accounting purposes, the Volatility Risk Reduction (VRR) Test was chosen to test the retrospective
and prospective effectiveness of all hedges.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.
Separate financial
statements of TIM S.p.A.
Note 17
Derivatives
345
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:
for fixed-rate loans, the present value of future cash flows at the market interest rates of December 31,
2023 has been assumed;
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, 2023 and December 31, 2022 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
Hedge Derivatives
Not applicable
Acronym
AC
FVTOCI
FVTPL
AC
FVTPL
HD
n.a.
Separate financial
statements of TIM S.p.A.
Note 18
Supplementary disclosures about financial instruments
346
Carrying amount and fair value hierarchy for each category/class of financial asset/liability and comparison
with their fair value at 12/31/2023
(million euros)
Categories
IFRS 9
notes
Carrying
amount at
12.31.2023
Amortized cost
Amounts recognized in financial
statements
Fair Value
through
other
comprehensi-
ve income
Fair Value
through
profit
or loss
Levels of hierarchy of
fair value
Level 1 Level 2 Level 3 Carrying
amount
under
IFRS 16
Fair Value
at
12/31/2023
AC
7,583
7,583
—
—
7,583
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
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
Financial assets measured at
fair value through other
comprehensive income
Non-current assets
FVTOCI
8)
8)
9)
8)
8)
8)
12)
12)
12)
7)
8)
12)
8)
29
29
3,058
3,058
12
12
22
871
598
2,907
55
31
—
22
871
598
2,907
55
31
36
36
—
—
FVTPL
799
—
Non-hedging derivatives
8)
726
Current assets
Securities other than
investments
Non-hedging derivatives
Hedge Derivatives
HD
Non-current assets
Hedge Derivatives
Current assets
Hedge Derivatives
Financial receivables for
lease contracts
Non-current assets
Current assets
Total
n.a.
8)
8)
8)
8)
8)
8)
73
139
73
66
74
6
68
—
139
73
66
—
—
36
36
—
—
—
36
24
12
—
726
73
73
66
799
726
73
—
—
—
—
799
139
74
6
68
74
74
8,631
8,631
7,583
175
799
—
962
12
The financial instruments belonging to hierarchy level 3 of fair value are represented by the following Other
investments recognized as Non-current assets, for which directly or indirectly observable prices on the market
are not available: Banca UBAE, Istituto Europeo di Oncologia, Istituto Enciclopedia Italiana G. Treccani and
other minor companies. These equity investments were measured on the basis of an analysis, deemed reliable,
of their significant assets and liabilities.
In 2023, the fair value measurement of level 3 financial instruments resulted in a total impairment loss of 1
million euros, recorded through other comprehensive income.
Separate financial
statements of TIM S.p.A.
Note 18
Supplementary disclosures about financial instruments
347
The profit/(loss) resulting from the fair value adjustment of financial assets were recognized within the scope
of the Reserve for financial assets measured at fair value through other comprehensive income.
(millions of euros)
Categories
IFRS 9 notes
Carrying
amount at
12.31.2023
Amounts recognized in financial
statements
Amortized
cost
Fair value
Fair Value
through
profit
or loss
Levels of hierarchy
of fair value
Level 1 Level 2 Level 3 Carrying
amount
under
IFRS 16
Fair Value
at
12/31/2023
LIABILITIES
Financial liabilities measured
at amortized cost
Non-current liabilities
Non-current financial
payables and other
liabilities
Current liabilities
Current financial
payables and other
liabilities
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
FVTPL
14)
14)
820
741
79
430
Hedge Derivatives
HD
Non-current liabilities
Hedge Derivatives
Current liabilities
Hedge Derivatives
Liabilities for lease contracts
n.a.
Non-current liabilities
Current liabilities
Total
14)
398
14)
14)
14)
32
3,177
2,710
467
AC/HD
27,627
27,627
27,579
14)
16,955
16,955
14)
5,872
5,872
22)
22)
4,699
101
4,699
101
820
741
79
—
430
398
32
726
15
79
398
32
820
430
3,177
3,188
2,710
467
32,054
27,627
430
820 — 1,235
15 3,177
32,017
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.
Separate financial
statements of TIM S.p.A.
Note 18
Supplementary disclosures about financial instruments
348
Carrying amount and fair value hierarchy for each category/class of financial asset/liability and comparison
with their fair value at 12/31/2022
notes
Categorie
s
IFRS 9
Carrying
amount in
financial
statements
at
12/31/2022
Amounts recognized in financial
statements
Amortized cost
Fair Value
through
profit
comprehensi-
ve income
Fair Value
through
profit
or loss
Levels of hierarchy of
fair value
Level 1 Level 2 Level 3 Carrying
amount
under
IFRS 16
Fair Value
at
12/31/2022
AC
6,908
6,908
—
—
6,908
8)
8)
9)
8)
8)
8)
12)
12)
12)
36
36
2,237
2,237
11
11
19
358
1,375
2,776
82
14
19
358
1,375
2,776
82
14
FVTOCI
33
—
33
—
33
7)
8)
12)
8)
33
—
—
33
—
20
13
—
—
—
FVTPL
884
—
—
884
884
(million euros)
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
8)
8)
8)
8)
8)
8)
8)
825
59
427
396
31
53
8
45
825
825
—
426
59
1
59
396
—
396
30
—
1
—
—
31
427
53
53
8
45
8,305
6,908
459
885 — 1,331
13
53
8,305
Hedge Derivatives
HD
Non-current assets
Hedge Derivatives
Current assets
Hedge Derivatives
Financial receivables for
lease contracts
Non-current assets
Current assets
Total
n.a.
Separate financial
statements of TIM S.p.A.
Note 18
Supplementary disclosures about financial instruments
349
(millions of euros)
notes
Categorie
s
IFRS 9
Carrying
amount in
financial
statements
at
12/31/2022
Amounts recognized in financial statements
Fair value
Amortized cost
through
profit or
loss
Fair value
through other
comprehensive
income
Levels of hierarchy
of fair value
Level 1 Level 2
Level 3 Carrying
amount
under
IFRS 16
Fair Value
at
12/31/2022
AC/HD
27,804
27,804
26,270
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
FVTPL
Hedge Derivatives
HD
Non-current liabilities
Hedge Derivatives
Current liabilities
Hedge Derivatives
Liabilities for lease contracts
n.a.
Non-current liabilities
Current liabilities
Total
14)
17,686
17,686
14)
5,436
5,436
22)
22)
4,553
129
4,553
129
936
859
77
411
234
177
3,059
2,600
459
14)
14)
14)
14)
14)
14)
936
859
844
15
77
—
411
234
177
77
234
177
936
411
3,059
3,059
2,600
459
32,210
27,804
411
936 — 1,332
15 3,059
30,676
Gains and losses by IFRS 9 categories - Year 2023
(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 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
Net gains/(losses)
2023
7
(13)
2
(1,152)
(1,156)
Net gains/(losses)
2022
(51)
(93)
2
(803)
(945)
of which
interest
191
—
—
(1,070)
(879)
of which
interest
90
—
—
(711)
(621)
Separate financial
statements of TIM S.p.A.
Note 18
Supplementary disclosures about financial instruments
350
NOTE 19
EMPLOYEE BENEFITS
The item decreased by 258 million euros compared to December 31, 2022. The breakdown and movements are
as follows:
(million euros)
12.31.2022
12.31.2021
Decrease
Increase/
Discounting
Provision for employee severance indemnities
Provision for termination benefit incentives and
corporate restructuring
Total
of which:
non-current portion
current portion (*)
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.
(million euros)
12.31.2022
Provision for employee severance indemnities
Provision for termination benefit incentives and
corporate restructuring
Total
of which:
non-current portion
current portion (*)
525
206
731
631
100
Increase/
Discounting
25
8
33
Decrease
12.31.2023
(78)
(213)
(291)
472
1
473
472
1
(*) The current portion refers to the Provision for termination benefit incentives and corporate restructuring.
The Provision for employee severance indemnities is down 53 million euros on December 31, 2022. The
decreases of 78 million euros relating to indemnities paid during the year to employees who terminated
employment or for advances.
"Increases/ Present value" of 25 million euros breaks down as follows:
(million euros)
(Positive)/negative effect of curtailment
Finance expenses
Net actuarial (gains) losses recognized during the year
Total expenses (income)
Effective return on plan assets
2022
2023
—
—
11
17
8
(68)
(57)
25
there are no assets servicing the
plan
The net actuarial losses recognized at December 31, 2023 amounted to 8 million euros (net actuarial gains of
68 million euros in 2022), and are essentially connected with both staff turnover and changes to the technical-
economic parameters: The inflation rate rose from 2.30% on December 31, 2022 to 2.00% on December 31,
2023, while the discount rate decreased from the 3.63% rate used on December 31, 2022 to 3.08% on
December 31, 2023.
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, 2023.
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.
Separate financial
statements of TIM S.p.A.
Note 19
Employee benefits
351
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
Executives
2.00% per annum
Non-executives
2.00% per annum
3.08% per annum
3.08% per annum
Employee severance indemnities annual increase rate
3.0% per annum
3.0% per annum
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%
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
RG mortality tables
48 published
by Ragioneria
Generale dello Stato
INPS tables divided by age
and sex
Non-executives
RG mortality tables
48 published
by Ragioneria
Generale dello Stato
INPS tables divided by age
and sex
2.00%
2.00%
1.00%
1.00%
0.50%
0.50%
None
None
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 472
million euros at December 31, 2023 (525 million euros at December 31, 2022).
Reported below is a sensitivity analysis for each significant actuarial assumption adopted to calculate the
liability as at year end, showing how the liability would have been affected by changes in the relevant actuarial
assumption that were reasonably possible at that date, stated in amounts. The weighted average duration of
the obligation is 8.3 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.
-
-
(14)
13
17
(18)
Provisions for termination benefit incentives and corporate restructuring decreased in 2023 by 205 million
euros, due to staff departures and the reclassification to debt of amounts not yet paid in relation to plans
already set aside in previous years.
Separate financial
statements of TIM S.p.A.
Note 19
Employee benefits
352
NOTE 20
PROVISIONS
The item decreased by 108 million euros compared to December 31, 2022. The breakdown and movements are
as follows:
(million euros)
12.31.2022
Increase Taken to income
Used directly Reclassifications/
other changes
12.31.2023
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
1
150
324
376
26
10
887
517
370
14
31
53
12
—
110
—
—
(3)
(33)
(12)
(173)
—
(12)
(3)
(212)
(3)
6
5
(2)
—
6
1
158
328
249
36
7
779
254
525
The non-current portion of provisions for risks and charges mainly relates to the provision for restoration costs
and part of the provision for legal disputes and the provision for commercial risks. 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 unchanged compared to December 31, 2022.
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 increased by 8
million euros compared to December 31, 2022 as a result of provisions partially offset by utilisations and other
movements.
The provision for legal disputes increased by 4 million euros compared to December 31, 2022, following
additions and other changes partially offset by utilisations during the year. the provision includes amounts set
aside for disputes with employees (49 million euros) and third-parties (279 million euros).
The provision for commercial risks decreased by 127 million euros on December 31, 2022, mainly in relation to
the trend of the contractual risk provision for onerous contracts (IAS 37), relating to contracts with certain
counterparties for offer of multimedia content and for a connectivity agreement and representative of the net
present value of the negative margin connected with these partnerships. The same in 2023 recorded a 98
million euro utilization of provisions for risks recorded in fiscal years 2021 and 2022 only partially offset by the
update in fiscal year 2023 of the provision for risks related to an existing multi-year relationship.
The provision for investment and corporate transaction risks increased by 10 million euros compared to
December 31, 2022, essentially due to the addition relating to the subsidiaries Olivetti SpA Società Benefit (10
million euros) and TI Latam Particiações e Gestion Administrativa Ltda (2 million euros).
Other provisions decreased by 3 million euros compared to December 31, 2022, following utilisations for the
year.
Separate financial
statements of
TIM S.p.A.
Note 20
Provisions
353
NOTE 21
MISCELLANEOUS PAYABLES AND OTHER NON-
CURRENT LIABILITIES
Miscellaneous payables and other non-current liabilities consisted of the following at December 31, 2023:
(million euros)
12.31.2023
12.31.2022
Miscellaneous payables (non-current)
Payables to social security agencies
Payables due to subsidiaries
Other payables to third parties
Other non-current liabilities
Deferred revenues from customer contracts (Contract liabilities)
Other deferred revenue and income
Capital grants
Total
573
9
1
583
94
129
242
465
1,048
381
13
1
395
84
149
247
480
875
(a)
(b)
(a+b)
Miscellaneous payables (non-current)
This item increased by 188 million euros compared to December 31, 2022 and mainly includes:
■ Payables to social security agencies amounted to 573 million euros (381 million euros at December 31,
2022): 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). These payables were 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
12.31.2023
12.31.2022
517
56
573
280
853
366
15
381
234
615
■ Payables to subsidiaries amounted to 9 million euros (13 million euros at December 31, 2022): 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 at December 31, 2023 (1 million euros at
December 31, 2022).
Other non-current liabilities
The item, amounting to 465 million euros, fell by 15 million euros compared to December 31, 2022 and
consisted of:
■ Deferred revenues from contracts with customers (contract liabilities) of 94 million euros (84 million
euros at December 31, 2022): 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, 2023 will be reversed to the income statement generally by 2025. 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 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.
• deferred revenues for subscription charges of access to the network of 19 million euros;
• deferred revenues for subscription charges and rent and maintenance payments of 52 million euros;
• deferred revenues for outsourcing charges for 18 million euros.
■ Other deferred revenues and income, amounting to 129 million euros (149 million euros at December 31,
2022): these refer to contract liabilities deriving from contracts for the sale of transmission capacity
(operating asset leases).
■ Capital grants of 242 million euros (247 million euros at December 31, 2022): the item represents the
component still to be released to the income statement based on the 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.
Separate financial
statements of TIM S.p.A.
Note 21
Miscellaneous payables and other non-current liabilities
354
NOTE 22
TRADE AND MISCELLANEOUS PAYABLES AND
OTHER CURRENT LIABILITIES
following:
Trade and miscellaneous payables and other current liabilities at December 31, 2023 consisted of the
(million euros)
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
12.31.2023
of which
Financial
Instruments
12.31.2022
of which
Financial
Instruments
3,620
3,620
3,431
3,431
281
713
15
26
281
713
15
26
256
705
22
36
256
705
22
36
(a)
4,655
4,655
4,450
4,450
92
—
20
71
360
232
993
1
525
2,294
780
21
35
836
7,785
72
—
21
101
298
169
146
100
370
1,277
797
24
30
851
6,578
44
44
101
101
4,800
103
103
129
129
4,682
(b)
(c)
(a+b+c)
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial
instruments".
Trade payables
This item increased by 205 million euros compared to December 31, 2022, mainly as a result of the change in
bills payable.
In particular, we report:
■
■
■
trade payables to subsidiaries that amounted to 713 million euros: these mainly relate to amounts due to
FiberCop (335 million euros), Noovle S.p.A. Società Benefit (121 million euros), Telenergia (85 million euros),
Telecom Italia Sparkle (53 million euros) for telecommunications services, Telsy (42 million euros), TIM
Retail (28 million euros), Olivetti S.p.A. Società Benefit (25 million euros), Telecom Italia Trust Technologies
(12 million euros) and Telecontact (10 million euros) for supply contracts;
trade payables to associates that amounted to 15 million euros: relate to debt positions mainly due from
the Italtel Group (7 million euros) and TIMFin (5 million euros);
trade payables to other related parties that amounted to 26 million euros: relate mainly to amounts due to
the Havas group.
Separate financial
statements of TIM S.p.A.
Note 22
Trade and miscellaneous payables and other current liabilities
355
Miscellaneous payables
amounted to 2,294 million euros and increased by 1,017 million euros compared to December 31, 2022; they
mainly comprise:
■
tax payables, amounting to 71 million euros: these mainly refer to withholding tax payable to the tax
authorities as withholding agent (63 million euros) and government concession tax payable (2 million
euros);
■ payables to social security agencies amounted to 360 million euros: these include the short-term portion
(280 million) 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 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 92 million euros: tgese include 16 million euros for tax consolidation (mainly to
Noovle S.p.A. Società Benefit, Telecom Italia Sparkle S.p.A., TIM Retail S.r.l. and Olivetti S.p.A. Società
Benefit) and other operating payables of 76 million euros, mainly to Fibercop S.p.A. (33 million euros),
Noovle S.p.A. Società Benefit (19 million euros), Telsy S.p.A. (9 million euros), Telenergia S.p.A. (6 million
euros), Telecom Italia Sparkle S.p.A. (5 million euros);
■
the current portion of employee benefits and provisions amounted to 526 million euros;
■ advances on government grants in connection with NRRP projects amounting to 758 million euros
(included under Other). For further details, see Note 15 “Net financial debt”.
Other current liabilities
These amount to 836 million euros and mainly include:
■ The liability arising from contracts with customers (contract liabilities), amounting to 780 million euros
(797 million euros at December 31, 2022): 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; In particular:
• Contract Liabilities amounting to 3 million euros (6 million euros at December 31, 2022); 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 369 million euros (397 million euros at December 31, 2022): 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 47 million euros (53 million euros at December 31,
2022): the item includes trade payables following prepayments, such as deposits made by subscribers
for phone calls;
• Deferred revenues from contracts with customers of 361 million euros (341 million euros at
December 31, 2022): 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 (194 million euros).
– deferred revenues for subscription charges (46 million euros).
■ Other deferred revenues and income, amounting to 21 million euros (24 million euros at December 31,
2022): these refer for 20 million euros to contract liabilities deriving from contracts for the sale of
transmission capacity.
■ Other amounted to 35 million euros (30 million euros at December 31, 2022): this relates to payables for
advances on work in progress on networks.
Separate financial
statements of TIM S.p.A.
Note 22
Trade and miscellaneous payables and other current liabilities
356
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, 2023, as well as those that came to an end during the year.
The Company has posted liabilities totaling 366 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). The guarantee bond was subsequently renewed up to November 30,
2024.
On September 13, 2023, TIM was notified that more than five years had elapsed since the appeal was filed, in
accordance with Article 82 of the Code of Civil Procedure. TIM therefore requested that a public hearing be held
to discuss the appeal. The public hearing was scheduled for January 10, 2024. Following the hearing, by way of
order 709 of January 15, 2024, the Regional Administrative Court upheld the suspension of the proceedings, as
previously dictated by non-final judgment 6310 of May 23, 2019, and upheld the suspension of the
enforcement of the measure under the conditions dictated by that ruling, all of which pending the final
judgment in the (injurious) case which remains pending before the President of the Republic regarding the
duty to notify in accordance with the Golden Power provisions.
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.
Separate financial
statements of TIM S.p.A.
Note 23
Disputes and pending legal actions, other information, commitments
and guarantees
357
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) 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. On April 11, 2023, KPNQWest (now Comm 3000) filed an appeal
the regional administrative court’s ruling before the Council of State.
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. In a judgment of February 21, 2024, the Court of Milan rejected in its
entirety Colt's claim for damages in the amount of 27 million euros.
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 meeting in Council Chamber
took place on June 13, 2023. By interlocutory order of July 19, 2023, the Court reinstated the case to the case
register. The date of the public hearing has not yet been set.
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Eutelia and Clouditalia Telecomunicazioni (now Irideos) - 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 AGCM (the Italian
Competition Authority) procedure A428. 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, 2022, 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 hearing to examine the court-
appointed expert, originally scheduled for October 18, 2023, has been postponed to February 7, 2024. Following
a request from the court-appointed expert to extend the deadline for filing the final report, the Judge once
again postponed the hearing to examine the court-appointed expert to May 22, 2024.
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.
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The related hearing for oral discussion was scheduled for May 25, 2023. At the end of the hearing, the Council
of State ordered a report from a court-appointed expert on three issues regarding the profitability of the
investment in “white areas” with low population density. On October 11, 2023, the court-appointed experts
were sworn-in in the Council of State and requested an extension to the completion deadlines. Under the new
deadlines granted by the Council of State, the expert report should be filed by May 2024.
The case is set for a public hearing on May 16, 2024.
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. By order of July 17, 2023, the Court of Milan lifted the
reservation and deferred the hearing for delivery of the verdict until April 3, 2024.
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 case 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. The hearing for the taking of evidence was set for October 5, 2023. The
Judge, having taken note of Irideos' request to defer the hearing and motivated by the judgment pending in
case A514 before the Council of State, deferred the hearing of the parties until October 10, 2024.
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. At the hearing on February 16, 2023, at the request of the applicants, it was
ordered that the case would be heard in open court, the date of which has not yet been set.
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. On June 8, 2023, the EU
Court of Justice published its decision concluding that the Italian legislation granting AGCom the power to
impose a monthly or multi-monthly billing requirement on fixed and convergent telephone service operators
for the renewal and invoicing of such offers, is not contrary to EU law. When proceedings resumed before the
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Council of State in December 2023, TIM requested that its appeal be ruled inadmissible due to a lack of
interest. On January 18, 2024, the State Council declared the right to be extinguished.
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. TIM appealed the judgment to the Council of State.
In judgment 39 of January 2, 2024, the Council of State rejected TIM's main appeal, in keeping with its prior
rulings in the appeals brought by the other operators, and upheld the legitimacy of the measures adopted by
AGCom. In the same decision, the administrative court of appeal also rejected AGCom's counter-appeal aimed
at reinstating the 1,160,000 euro sanction that had originally been imposed on TIM and was later annulled by
the Lazio Regional Administrative Court.
In August 2019, AGCom initiated a new sanctions procedure (CONT 12/19/DTC) for failing to comply with the
order to refund fixed and converged network customers for the days eroded by 28-day billing, through the
procedures established in resolutions 112/18/CONS and 269/18/CONS. At the end of this procedure, the
Authority found in Resolution 75/20/CONS that TIM had failed to comply with these resolutions and imposed a
fine of 3 million euros. In July 2020, TIM appealed the decision before the Regional Administrative Court. We
are waiting for a date to be fixed for the discussion hearing.
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. By order published on February 15, 2024, the
Court of Cassation rejected TIM's appeal.
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.
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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 TIM, 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.
On July 25, 2023, the Council of State reformed the decision of the Lazio Regional Administrative Court,
upholding the validity of AGCM ((the Italian Competition Authority) measure in case I820 and referring to the
Authority to redetermine the sanction in view of the reduced duration of the infringement.
In view of the rulings of the Council of State on the quantum of the sanction, TIM – in a petition dated August
28, 2023 – asked the AGCM (the Italian Competition Authority) for the redetermination of the sanction to take
place in full adversarial proceedings between the parties as part of a special investigation procedure.
In its order of September 26, 2023, served on the Company on October 3, 2023, the AGCM (the Italian
Competition Authority) informed TIM that it had quantified the fine at 100,670,526.00 euros, holding that it had
no margins for discretion in executing the judgment of the Council of State. On October 12, 2023, TIM filed an
appeal to overturn the judgment of the Council of State and, on October 13, 2023, filed an appeal before the
Lazio Regional Administrative Court to annul the measure redetermining the sanction; TIM also requested the
suspension of the measure as a precautionary measure, which was rejected by order of November 9, 2023. For
both judgments a hearing on the merits has yet to be set.
In a communication dated December 6, 2023, the Authority urged TIM to pay the penalty of 100,670,526.00
euros plus legal interest accrued from November 3, 2023 until the day of actual payment amounting to
5,535,913.60 euros. In a communication dated December 12, 2023, TIM contested the dueness of such interest
due to the absence of the prerequisites of liquidity and collectability required by Article 1282 of the Italian Civil
Code, as well as an error in the identification of the dies a quo for the calculation. The Authority's Budget Office
responded on February 2, 2024, acknowledging an error in the calculation of legal interest, which was
therefore restated to the amount of 4,121,837.47 euros, but reiterating that the same is due. TIM decided to
appeal to the Lazio Regional Administrative Court against the Budget Office's notice to challenge both the
error in calculating the interest due and a defect in the Budget Office's competence.
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 (the Italian Competition Authority) a first
report on the measures taken to fulfill the commitments made.
On May 11, 2022, AGCM (the Italian Competition Authority) 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.
On January 30, 2024, TIM sent AGCM (the Italian Competition Authority) the required annual report on the
implementation of the undertakings given.
By petition notified in April 2022, Open Fiber challenged the above AGCM (the Italian Competition Authority)
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.
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Upon completion of the interim hearing of last June 1, 2022, the regional administrative court rejected the
request and scheduled the merits hearing for January 26, 2023. At the January 26 hearing, after extensive
discussion, the judge reserved the right to deliberate. By judgment of April 14, 2023, the Regional
Administrative Court rejected as unfounded the appeal of Open Fiber, which on July 10, 2023, appealed the
Regional Administrative Court’s judgment to the Council of State.
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 (the Italian Competition Authority) 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, 2022.
On February 23, 2022, TIM and DAZN were convened separately to the AGCM (the Italian Competition
Authority) 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,
2022.
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, 2022.
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, 2022.
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.
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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 filed its statement of defence March 28, 2023, and the final hearing with the Authority was held on April 4,
2023.
On April 18, 2023, AGCM (the Italian Competition Authority) decided to again extend the deadline for the
conclusion of the proceedings to June 30, 2023, due to the complexity of the defence put forward by the
Parties in their pleadings.
On June 28, 2023, AGCM (the Italian Competition Authority) ruled that the conduct of TIM and DAZN
constitutes an agreement restricting competition in breach of Article 101 TFEU.
Yet the arrangement – in particular regarding exclusivity – only lasted for approximately one month and its
potentially restrictive effects on competition were neutralized by the Authority’s timely initiation of the
investigation procedure on July 6, 2021.
Indeed, the precautionary sub-proceedings instigated at the start of the first football season of the three-year
period 2021-2024 actually prevented the effects of the arrangement from occurring, as at the beginning of
August 2021 TIM and DAZN discontinued the application of the disputed contractual clauses through their own
voluntary action. The original agreement was then replaced by a new contract, entered into in August 2022, in
which any exclusivity was completely eliminated, thus rooting out the antitrust concerns about exclusivity of
distribution.
Consequently, and in light of the mitigating circumstances recognised, AGCM (the Italian Competition
Authority) imposed a fine of 760,776.82 euros on TIM and a fine of 7,240,250.84 euros on DAZN.
On September 20, 2023, TIM paid the fine with reservations in view of the appeal brought by the Company with
the Lazio Regional Administrative Court against the decision against it. The public hearing for the discussion of
the appeal. was held on February 21, 2024 and the decision of the Regional Administrative Court is pending.
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.
On September 7, 2023, AGCM (the Italian Competition Authority) sent notice to TIM of the preliminary findings
relating to the main proceedings in question.
AGCM (the Italian Competition Authority) noted that there was insufficient evidence or facts to confirm that
TIM had abused a dominant position. As a result, AGCM (the Italian Competition Authority) did not to bring any
charges against the company.
On November 28, 2023, AGCM (the Italian Competition Authority) ruled that there was insufficient evidence to
establish that TIM had abused a dominant position pursuant to Article 3 of Law 287/1990.
As a result, no financial sanction was imposed on TIM.
Antitrust Case PS 12304 “Billing after withdrawal”
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 decided to implement a series of measures to make
the procedures for terminating contract, and, therefore, the related billing, even more efficient and
transparent.
On March 31, 2023, the Authority resolved to wrap up the proceedings by imposing a fine of 200,000 euros; the
amount of the fine was mitigated by the remedial actions taken by TIM. Similar proceedings were concluded
by the authority against the main communication operators.
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
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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 appealed the judgment of the Regional
Administrative Court with the Council of State; The hearings on the merits were set for April 4 and April 27,
2023. At the end of the hearing on April 4, 2023, the case was reserved for judgment. On April 18, 2023, the
Council of Ministers issued a collegial order referring several issues to the EU Court of Justice for a preliminary
ruling.
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
appealed for revocation of this judgment to the Council of State. This appeal was declared inadmissible in
judgment 3318/2023.
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,
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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 Public Administration to obtain payment of the 1998 charges and,
consequently, the final balance. The company has challenged the judgment of the Lazio Regional
Administrative Court to the Council of State.
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. The hearing in
chambers was set for December 21, 2023. By order of February 29, 2024, the Supreme Court declared Poste's
appeal inadmissible, putting an end to the litigation and ordering Poste to pay TIM's legal costs and the
penalties provided for by Article 96, paragraphs 3 and 4 of the Code of Civil Procedure.
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 of Cassation declared inadmissible the appeals brought by the receivers of Elinet (bankrupt) and
Elitel Telecom (bankrupt), ordering both bankrupts, jointly and severally, to reimburse TIM for the costs of
litigation at the instance. The matter must therefore be considered definitively closed.
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
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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. On January 8, 2024, both appeal proceedings were heard before the Paris Court of Appeal. A decision is
pending in both cases.
Iliad (winback)
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, and
later to 292.8 million euros.
The proceedings ended in a judgment of September 25, 2023, which did not award Iliad any damages; TIM's
counterclaim was declared inadmissible.
In its notice of appeal served on December 15, 2023, Iliad requested that the first-instance judgment be
partially overturned, requesting, among other things, that TIM be ordered to pay full compensation of not less
than 292.8 million euros for the pecuniary and non-pecuniary damage suffered by Iliad.
Iliad (restrictions on duration and termination costs)
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.
The verdict hearing has been deferred until May 28, 2024.
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 TIM is entitled to: (a) reverse the economic benefits
relating to this migration granted retroactively from April 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 Reference
Offers in force ratione temporis; (c) therefore declare and order Fastweb to pay TIM 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 was held on December 14,
2022. The hearing for the admission of the preliminary motions has been postponed to June 13, 2023.
Subsequent to the filing of the preliminary motions, Fastweb re-quantified damage allegedly suffered as a
result of TIM's unlawful conduct at approximately 101.1 million euros (of which 13.2 million euros is subject to
the acceptance of TIM's main claim). At the hearing of June 13, 2023, the investigating judge reserved
judgment To dissolve this reservation, the G.I. ordered an expert report to be prepared by a court-appointed
expert, who was to be appointed and sworn in on November 21, 2023. The public hearing for the examination
of the court-appointed expert witness has been scheduled for September 17, 2024.
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 initial hearing took place on April 5, 2023,
with the Judge reserving judgment on the objection as to the invalidity of the writ of summons brought by TIM.
The initial hearing was deferred to October 11, 2023, following the admittance of the objection as to the
invalidity of the writ of summons brought by TIM. At the hearing, the Judge set three dates for the exchange of
pleadings between the parties: November 10, 2023, December 11, 2023, and January 2, 2024. The hearing for
admission of evidence is scheduled for March 6, 2024.
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(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 subsequent proceedings were concluded in October 2022: The Court of Appeal in Milan confirmed the
outcome of 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. However, the General Prosecutor’s
Office again appealed to the Court of Cassation, this time against the judgment of the Milan Court of Appeal.
In September 2023, the Court of Cassation issued a final judgment rejecting the appeal filed by the Milan
General Prosecutor’s Office against the acquittal pronounced by the Court of Appeal. The Court of Cassation, in
particular, found the grounds presented by the General Prosecutor's Office to be inadmissible, thus acquitting
TIM of the indictment pursuant to Legislative Decree no. 231/2001 in a definitive judgment.
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
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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 these analyses aimed at deciding the appeal, on January 25, 2021 the company filed a request with
the Court of Appeal in Rome to bring forward the hearing (postponed as mentioned to January 25, 2022); This
is to avoid the umpteenth adjournment of the case, which concerns the failure to comply with two inter-partes
decisions rendered in the matter by the EU Court of Justice for a manifest 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 with judgment reserved. At the hearing on December 13,
2023, the Board granted the parties time to submit their closing statements and replies.
(c) Commitments and guarantees
Personal guarantees provided, totaling 5,716 million euros, refer mainly to guarantee financing provided by TIM
on behalf of Subsidiaries (including 3,620 million euros for Telecom Italia Capital, 1,172 million euros for
Telecom Italia Finance, 191 million euros for Telecom Italia Sparkle, 256 million euros for FiberCop, 89 million
euros for Telenergia, 53 million euros for Olivetti and 125 million euros for Noovle).
Significant purchase commitments outstanding at December 31, 2023 for long-term contracts forming part of
TIM S.p.A.’s business operations, totaling 6,260 million euros, mainly related to the commitments undertaken
by the Company for supplies related to the operation of the telecommunications network.
The guarantees provided by third parties to Group companies, amounting to 4,277 million euros, refer for 1,956
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 2,321 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 Infratel over the advances of contributions under the National
Recovery and Resilience Plan (NRRP) in relation to the “Italia 1GB” plans (lots 1 and 5) for a total exposure
of 208 million euros (for more details, see Note 15 “Net financial debt”);
■ TIM had bank guarantees issued in favor of INPS in support of the application - also for some Group
companies - of Article 4, paragraph 1, of Law no. 92 of June 28, 2012 and Article 41, paragraph 5bis, of
Legislative Decree no. 148/2015 for the voluntary redundancy of employees meeting the requirements; the
total amount of guarantees is 1,040 million euros (of which 973 million euros for TIM, 32 million euros for
Telecom Italia Sparkle and 14 million euros for Olivetti).
Separate financial
statements of TIM S.p.A.
Note 23
Disputes and pending legal actions, other information, commitments
and guarantees
369
In particular, TIM Group had bank guarantees of 90 million euros issued by MPS in favor of INPS in support of
the application of Article 4 of Italian Law 92 of June 28, 2012, for the voluntary redundancy of employees
meeting the requirements. At the same time, on October 25, 2023, a pledge was established over government
bonds in favor of the guarantor bank – specifically, 90 million nominal BTP 07/15/2028 – which TIM had
borrowed from Telecom Italia Finance S.A. on October 19, 2023. In accordance with IAS/IFRS accounting
standards, the securities are recorded only in the financial statements of Telecom Italia Finance S.A., which
remains the holder of the risk and benefits deriving from the position.
Furthermore, in May 2018, TIM issued a surety to the Prime Minister’s Office for 74 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, 2023, 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 3.4 billion euros.
The loan guarantees are described in the Note “Non-current and current financial liabilities”.
Separate financial
statements of TIM S.p.A.
Note 23
Disputes and pending legal actions, other information, commitments
and guarantees
370
NOTE 24
REVENUES
These increased by 42 million euros compared to 2022. The breakdown is as follows:
(million euros)
Equipment sales
Services
Total
2023
1,816
10,324
12,140
2022
1,711
10,387
12,098
Revenues from services are mainly represented by voice and data services on fixed and mobile networks for
retail customers (7,363 million euros) and for other wholesale operators (2,107 million euros).
Revenues are presented gross of amounts due to other TLC operators (475 million euros), which are included in
"Costs of services".
NOTE 25
OTHER INCOME
This fell by 18 million euros and the figure breaks down as follows:
(million euros)
2023
2022
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
22
33
39
31
51
5
46
26
23
36
32
68
1
59
227
245
Separate financial
statements of TIM S.p.A.
Note 24
Revenues
371
NOTE 26
PURCHASE OF RAW MATERIALS AND SERVICES
This item increased by 258 million euros compared to 2022. The figure breaks down as follows:
(million euros)
2023
Purchase of raw materials and goods
(a)
863
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
Lease and rental costs
Rent and leases
Other lease and rental costs
Total
475
91
1,359
123
111
435
366
386
26
5
7
28
2,953
6,365
3
629
632
7,860
(b)
(c)
(a+b+c)
2022
911
550
105
1,215
129
110
387
363
409
28
7
7
23
2,872
6,205
3
483
486
7,602
In application of IFRS 16, leased asset costs mainly included rental fees for contracts relating to intangible
assets (629 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.
Separate financial
statements of TIM S.p.A.
Note 26
Purchase of raw materials and services
372
NOTE 27
EMPLOYEE BENEFITS EXPENSES
This item decreased by 201 million euros compared to 2022. The figure breaks down as follows:
(million euros)
2023
Ordinary employee expenses
Wages and salaries
Social security expenses
Employee Severance Indemnities
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
(a)
(b)
(c)
(a+b+c)
2022
1,398
528
—
130
2,056
—
204
313
5
522
1,320
499
—
100
1,919
—
—
448
10
458
2,377
2,578
Ordinary employee expenses decreased by 137 million euros, mainly due to the decrease in the average
salaried workforce, equal to a total of -2,329 employees on average, of which -414 employees on average
deriving from the application of the Expansion Contract, "Expansion Contract" which entails a reduction of
working hours of staff on the workforce.
Charges for termination benefit incentives and Corporate restructuring expenses totaled 448 million euros
(517 million euros in 2022) and are mainly linked to the recording of period expenses for outgoing staff,
envisaged according to the application of art. 4 of Law no. 92 of June 28, 2012, as per the agreements signed,
during the year, with the trade unions, by TIM S.p.A..
The average salaried workforce stood at 30,135 employees at December 31, 2023 (32,464 at December 31,
2022). 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
2023
393
2,839
26,903
—
30,135
—
30,135
2022
420
3,113
28,931
—
32,464
—
32,464
The headcount at December 31, 2023 amounted to 32,951 employees, a decrease of 2,573 compared to
December 31, 2022 (35,524).
Separate financial
statements of TIM S.p.A.
Note 27
Employee benefits expenses
373
NOTE 28
OTHER OPERATING EXPENSES
This item increased by 16 million euros compared to 2022. 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
Sundry expenses
Total
of which, included in the supplementary disclosure on financial instruments
2023
111
56
42
48
32
9
138
436
111
2022
115
118
43
55
24
10
55
420
115
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 8 million euros (positive 28 million euros at December 31, 2022), and was mainly
attributable to a trend seeing lesser consumption on the Mobile segment, particularly during the last quarter of
the year.
In 2023, write-downs of inventories amounted to around 3 million euros.
NOTE 30
INTERNALLY GENERATED ASSETS
This item amounted to 300 million euros, down by 15 million euros on 2022. These consist solely of
capitalization of both tangible and intangible assets on the cost of labor, and, specifically:
■ 141 million euros relating to “intangible assets with a finite useful life”, mainly relating to development of
software and network solutions, applications and innovative services;
■ 159 million euros relating to the “tangible assets” connected with design, construction and testing of
network infrastructure and systems.
The performace can be attributed to higher capitalizations related to tangible assets of access and transport
network construction (5 million euros) more than offset by lower capitalizations related to intangible assets of
software development and innovative network solutions and services (-20 million euros). The lower
capitalization of intangible assets is mainly a consequence of a decrease in hours worked, while the higher
capitalization of tangible assets is substantially due to the increase in hours worked resulting from the start of
activities related to the National Recovery and Resilience Plan ("NRRP") tenders.
Separate financial
statements of TIM S.p.A.
Note 28
Other operating expenses
374
NOTE 31
DEPRECIATION AND AMORTIZATION
This item decreased by 16 million euros compared to 2022 and was broken down as follows:
2023
(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
Rights of use Concessions, Licenses, Trademarks and Similar Rights
Property
Plant and equipment
Other
Total
(a)
(b)
(c)
(a+b+c)
2022
735
294
1
1,030
28
1,173
8
61
1,270
2
298
133
26
459
723
322
1
1,046
27
1,139
7
56
1,229
1
310
132
25
468
2,743
2,759
For further details refer to the Notes "Intangible assets with a finite useful life", "Tangible assets" and "Rights
of use assets".
Separate financial
statements of TIM S.p.A.
Note 31
Depreciation and amortization
375
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)
2023
2022
4
4
21
21
(17)
37
37
13
13
24
NOTE 33
IMPAIRMENT REVERSALS (LOSSES) ON NON-
CURRENT ASSETS
The item was practically nil in 2023 (and in 2022).
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".
Separate financial
statements of TIM S.p.A.
Note 32
Gains (losses) on disposals of non-current assets
376
NOTE 34
INCOME/(EXPENSES) FROM INVESTMENTS
Details are as follows:
(million euros)
2023
Dividends
Net gains on disposals of investments
Other income from investments
Capital losses and impairment losses on financial assets
Sundry expenses from investments
Total
of which, included in the supplementary disclosure on financial instruments
1,087
—
—
(176)
—
911
2
2022
113
313
—
(18)
—
408
2
Further details on Financial Instruments are provided in the Note "Supplementary disclosures on financial
instruments".
In particular, we report:
■ dividends mainly related to the subsidiaries Telecom Italia Finance (988 million euros) and FiberCop (84
million euros) and the associate Daphne 3 (12 million euros). In 2022, dividends mainly related to the
subsidiary Telecom Italia Finance (54 million euros) and the associate Daphne 3 (57 million euros).
■ net capital gains on sales of investments were not present in 2023. In 2022, they referred to the mentioned
sale of 41% of the share capital of the holding Daphne 3 to a consortium of investors led by Ardian.
■ Capital losses and impairment losses on financial assets refer to:
•
•
•
144 million euros for the write-down of the equity investments in the subsidiaries Telecom Italia
Sparkle S.p.A. and Olivetti S.p.A. Società Benefit and in the associated company Italtel S.p.A.;
12 million euros to the provision for charges on investee companies in connection with the subsidiaries
Olivetti S.p.A. Società Benefit and TI Latam Participações e Gestão Administrativa Ltda;
for the remaining portion to the sale of the equity investment in the subsidiary TIM Servizi Digitali.
In 2022, capital losses and impairment losses referred mainly to the impairment of investment in the
subsidiary Tim Servizi Digitali.
Separate financial
statements of TIM S.p.A.
Note 34
Income/(expenses) from investments
377
NOTE 35
FINANCE INCOME AND EXPENSES
Finance income (expenses) showed a net expense of 1,194 million euros, which breaks down as follows:
(million euros)
Finance income
2023
999
Finance expenses
Total 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 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
2,193
(1,194)
2023
(462)
(363)
—
(255)
(146)
(11)
(1,237)
(46)
(128)
(174)
8
17
—
2
164
—
—
5
24
220
Total net finance interest/(expenses)
(a)
(1,191)
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)
(b)
(c)=(a+b)
of which, included in the supplementary disclosure on financial instruments
(*) of which IFRS9 impact, nil on 2023 and 2022.
(1)
(14)
—
12
(3)
(1,194)
(1,048)
2022
1,415
2,408
(993)
2022
(429)
(190)
(1)
(88)
(126)
(3)
(837)
(54)
(76)
(130)
11
—
—
4
77
—
—
5
27
124
(843)
15
(81)
—
(84)
(150)
(993)
(832)
Further details on Financial Instruments are provided in the Note "Supplementary disclosure on financial
instruments".
Separate financial
statements of TIM S.p.A.
Note 35
Finance income and expenses
378
For greater clarity of presentation, the net effects relating to derivative financial instruments are summarized
in the following table:
(million euros)
2023
2022
Foreign currency conversion gains
Exchange losses
Net exchange gains and losses
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)
(b)
Income from non-hedging derivatives
Charges from non-hedging derivatives
Net result from non-hedging derivatives
Net result from derivatives
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
(c)
(a+b+c)
(d)
(e)
(d+e)
(f)
(g)
(f+g)
47
(48)
(1)
—
—
—
166
(154)
12
410
(436)
(26)
(14)
—
—
—
—
—
—
—
156
(144)
12
42
(27)
15
2
(1)
1
140
(209)
(69)
320
(333)
(13)
(81)
—
—
—
3
(3)
—
—
784
(868)
(84)
Separate financial
statements of TIM S.p.A.
Note 35
Finance income and expenses
379
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..
Pursuant to Art. 5, paragraphs 8 and 9, of Consob Regulation no. 17221 of March 12, 2010 concerning "Related-
party transactions" and subsequent amendments, in the 2023 financial year there are no transactions of
greater importance, as defined by the Art. 4, paragraph 1, letter. a) of the aforementioned regulation which
have significantly influenced the financial situation or results of TIM S.p.A..
In addition, there were no transactions concluded in 2023 that significantly impacted the equity position or
results of TIM S.p.A., nor were there any changes or developments with respect to the related-party
transactions described in the 2022 Report on Operations which had a significant effect on the financial position
or on the performance of TIM S.p.A. in 2023.
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.
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
380
The effects of related-party transactions on the line items of the separate income statements for 2023 and
2022 are as follows:
SEPARATE INCOME STATEMENT LINE ITEMS 2023
(million euros)
Total
Subsidiaries
Associates,
subsidiaries of
associates and
joint ventures
Related Parties
Pension
funds
Other
related
parties (*)
Key managers
(a)
12,140
1,562
227
46
7,860
2,495
2,377
436
7
2
Total
related
parties
(b)
% of
financial
statement
item
(b/a)
38
1
43
—
—
118
—
66
—
—
—
—
—
64
—
—
1,718
—
47
14.2
20.7
—
2,604
33.1
16
—
87
2
3.7
0.5
2,743
15
—
—
—
—
15
0.5
(17)
—
—
—
—
—
—
—
911
1,073
999
2,193
528
642
12
—
4
—
1
—
—
—
—
—
1,085
—
—
529
646
—
53.0
29.5
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
(*) 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.
Total
related
parties
(b)
% of
financial
statement
item
(b/a)
SEPARATE INCOME STATEMENT LINE ITEMS 2022
(million euros)
Total
Subsidiaries
Associates,
subsidiaries of
associates and
joint ventures
Related Parties
Pension
funds
Other
related
parties (*)
Key managers
Revenues
Other income
Acquisition of goods and
services
(a)
12,098
1,472
245
65
7,602
2,514
Employee benefits expenses
2,578
Other operating expenses
420
—
8
10
2
202
—
—
80
—
77
—
—
—
—
—
66
—
—
1,562
—
67
12.9
27.3
—
2,793
36.7
20
—
86
8
3.3
1.9
Depreciation and
amortization
Gains/losses on disposals of
non-current assets
Income (expenses) from
investments
Finance income
Finance expenses
2,759
15
29
—
—
—
44
1.6
24
—
—
—
—
—
—
—
408
1,415
2,408
54
843
610
57
—
12
—
—
—
—
—
—
—
—
—
111
843
622
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 financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
381
The effects of related-party transactions on the line items of the statements of financial position as at
December 31, 2023 and December 31, 2022 are as follows:
STATEMENT OF FINANCIAL POSITION LINE ITEMS AT DECEMBER 31, 2023
(million euros)
Total
Related Parties
Subsidiaries
Associates,
subsidiaries of
associates and joint
ventures
Other
related
parties (*)
Pension
funds
Total related
parties
% of financial
statement item
(a)
NET FINANCIAL DEBT
Non-current financial assets
3,892
3,121
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
6
—
—
—
1,100
463
68
598
1
38
1,698
501
20,804
4,641
2,710
21
6,450
1,930
467
38
Total net financial debt
21,664
2,949
OTHER STATEMENT OF
FINANCIAL POSITION LINE
ITEMS
—
—
—
—
—
—
—
—
—
2
—
2
(b)
(b/a)
—
3,122
80.2
1
—
16.7
—
1
1
—
—
—
1
—
464
42.2
1
—
1
—
—
—
—
(2)
—
—
—
—
—
—
—
—
2
38
502
4,641
21
1,932
38
2,949
2.9
6.4
29.6
22.3
0.8
30.0
8.1
13.6
Rights of use assets
3,271
152
—
2
—
154
4.7
Miscellaneous receivables and
other non-current assets
Trade and miscellaneous
receivables and other current
assets
Miscellaneous payables and
other non-current liabilities
1,795
300
2
—
—
302
16.8
4,561
1,251
1,048
14
48
—
25
—
1,324
29.0
18
—
32
3.1
Trade and miscellaneous
payables and other current
liabilities
11.3
(*) 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.
7,785
809
876
20
32
15
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
382
STATEMENT OF FINANCIAL POSITION LINE ITEMS AT DECEMBER 31, 2022
Total
(million euros)
Related Parties
Subsidiaries
Associates,
subsidiaries of
associates and joint
ventures
Other
related
parties (*)
(a)
NET FINANCIAL DEBT
Non-current financial assets
3,502
2,379
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
8
—
—
—
512
377
45
1,375
1,887
4
218
595
Non-current financial liabilities
21,379
4,400
of which: Non-current financial
liabilities for lease contracts
Current financial liabilities
of which: Current financial
liabilities for lease contracts
2,600
25
6,149
1,954
459
28
Total net financial debt
22,139
3,380
OTHER STATEMENT OF
FINANCIAL POSITION LINE
ITEMS
—
—
—
—
—
—
—
—
—
—
—
—
Pension
funds Total related
parties % of financial
statement item
(b)
(b/a)
—
2,380
68.0
1
1
—
—
—
1
—
12.5
—
—
—
377
73.6
—
—
—
—
—
—
—
(1)
—
—
—
—
—
—
—
—
4
218
595
4,400
25
1,954
28
3,379
8.9
15.9
31.5
20.6
1.0
31.8
6.1
15.3
Rights of use assets
3,188
167
—
2
—
169
5.3
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
1,878
305
1
—
—
306
16.3
4,293
1,039
875
16
23
—
27
—
1,089
25.4
19
—
35
4.0
6,578
781
22
49
21
873
13.3
(*) 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 financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
383
The effects of related-party transactions on the significant line items of the statements of cash flows for 2023
and 2022 are as follows:
STATEMENT OF CASH FLOWS LINE ITEMS 2023
(million euros)
Total
Subsidiaries
Purchase of intangible, tangible
and rights of use assets on an
accrual basis
Dividends paid
(a)
2,196
—
Related Parties
Other
related
parties (*)
Pension
funds
Associates,
subsidiaries of
associates and
joint ventures
Total
related
parties
(b)
% of
financial
statement
item
(b/a)
25
—
37
—
1
—
—
—
63
—
2.9
—
(*) 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.
STATEMENT OF CASH FLOWS LINE ITEMS 2022
(million euros)
Total
Subsidiaries
Purchase of intangible, tangible
and rights of use assets on an
accrual basis
Dividends paid
(a)
2,065
1
Related Parties
Other
related
parties (*)
Pension
funds
Associates,
subsidiaries of
associates and
joint ventures
Total
related
parties
(b)
% of
financial
statement
item
(b/a)
21
—
39
—
3
—
—
—
63
—
3.1
—
(*) 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.
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
384
Transactions with subsidiaries
The major values in the transactions with subsidiaries are summarized in the following tables.
It bears noting that TIM Servizi Digitali S.p.A. was sold on August 4, 2023, on which date it ceased to be a
related party; therefore, at December 31, 2023 the financial position line items concerning the company are
zero, and the income statement line items for the 2023 financial year reflect the transactions carried out up to
the date of sale.
SEPARATE INCOME STATEMENT LINE ITEMS
(million euros)
Revenues
FiberCop S.p.A.
2023
1,360
TIM Retail S.r.l.
Telecom Italia Sparkle S.p.A.
TIM S.A.
Noovle S.p.A. Società Benefit
Olivetti S.p.A. Società Benefit
Telecontact S.p.A.
Telecom Italia Trust
Technologies S.r.l.
Telsy S.p.A.
TIM Servizi Digitali S.p.A.
Telenergia S.p.A.
Telecom Italia S.Marino S.p.A.
Telefonia Mobile Sammarinese
S.p.A.
80
41
31
27
5
4
3
3
3
2
2
1
2022
Type of contract
1,280 Commissioned construction of secondary copper and fiber
network developments; ordinary and extraordinary
maintenance services on the secondary copper and fiber
network; administrative services
IRU
acquisition and transfer of secondary access network
installation
infrastructure; provision of Erp, separation,
Desktop Management, TSA, SDI-AM services; voice services
related to the
79 Supply of products intended for public sale; voice services,
data transmission, MPLS connectivity, advanced hosting
and ICT services for corporate use; property leases
45 Customized voice and data transmission services, services
relating to the interconnection between Telecom Italia
Sparkle and TIM communications networks with particular
reference to accesses and international traffic, sale of IRU
dark fiber and installation infrastructures, property leasing
and facility services, Oracle software maintenance
27 Roaming services; assistance and provision of licenses in the
field of network, information technology, marketing & sales
activities; Royalties Trademark License Agreement
19 Voice services, supply of ICT products, real estate and
operating services, facility services, security services
property
5 Fixed and mobile telephony services and equipment sales,
MPLS and fiber connectivity services for the national data
network,
hardware
leases, HP
maintenance, dimensional upgrade of the APN Shared
platform, functional evolution of the Capillary Network and
Capnet platform for provisioning and managing equipment
4 Lease of properties and facility management services,
supply of fixed and mobile network and IP connectivity
telecommunications products and services, security services
system
2 Voice services, management and supply of ICT Security &
Risk Management services, property leasing, Spid activation
service
1 Fixed and mobile telephony services and supply of products
and licenses, property leases and facility management
services
5 Fixed and mobile telephony services, sale of materials to be
used to develop the FTTH network
2 Outsourcing for company business, supply of operative
assistance services
2 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
1 Mobile telephone and telecommunications product sales
Total revenues
1,562
1,472
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
385
(million euros)
Other income
Noovle S.p.A. Società Benefit
Telecom Italia Sparkle S.p.A.
FiberCop S.p.A.
Telecontact S.p.A.
TIM Servizi Digitali S.p.A.
TIM Retail S.r.l.
Olivetti S.p.A. Società Benefit
Other minor companies
Total other income
Acquisition of goods and
services
FiberCop S.p.A.
Noovle S.p.A. Società Benefit
Telenergia S.p.A.
Telecom Italia Sparkle S.p.A.
TIM Retail S.r.l.
Telsy S.p.A.
Telecontact S.p.A.
Olivetti S.p.A. Società Benefit
2023
2022
Type of contract
34
52 Recovery of seconded personnel costs, refunds of costs of
centralized services, other income
2
2
2
1
1
1
3
46
1,191
421
354
167
117
77
63
44
2 Recovery of seconded personnel costs, refunds of costs of
centralized services, other income
1 Fees for corporate office, cost recovery for centralized
services
2 Recovery of seconded personnel costs, refunds of costs of
centralized services
3 Penalties for contractual breaches, recovery of seconded
personnel costs, other income
1 Recovery of seconded personnel costs, other income
1 Recovery of seconded personnel costs, refunds of costs of
centralized services, other income
3
65
1,243 Fee for use of the secondary access network for the
provision of copper and fiber access services to Operators;
costs for failure to achieve the Special Commitment 2021-
23 required under the MSA; travel costs
411 Minimum commitment
for operating
services;
fee
professional IT services; customised services by TIM to end
customers; supply of ICT products; collocation service for
security and judiciary systems in Noovle data centers; GCP
use, professional services, Azure use, on-premise services;
cloud use on Google, Azure and Amazon Web Services
consoles; infrastructure costs for the Tim Cloud and Consip
project; Google license reselling (G Suite); collocation service
on Noovle data center, revenue-share payment as part of
offers to TIM end customers; services for the National
Strategic Hub and for participating User Administrations
338 Electricity supply
174 Portion to be paid for telecommunications services and
services,
data
lease; maintenance of
costs,
international
telephone
line
interconnection
transmission;
undersea cables
107 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
55 Customised services and purchase of products for resale
and lease as part of TIM offerings for end customers; ICT
security solutions and services; maintenance services and
software licenses; services for the National Strategic Hub
and for participating User Administrations
79 Customer care services for TIM customers and public
administration; back office services related with billing
customers for paid services provided by TIM technicians;
call-center and back office services related with technical
and commercial public
front end data
management; management of waste from FEC Project
(Certified Electronic Invoicing) related practices
telephone
51 Cloud printing service; customised services and purchase of
products for resale and lease as part of TIM offerings for
end customers;
installation and
ICT services; supply,
assistance of ICT products; after-sales assistance as part of
TIM offers for end customers; development upgrades of
projects and platforms;
licenses for use of software
platforms, software upgrades; Cloud enabling services for
Public Administrations; end-to-end solutions on the Jasper
and intermediate platform by TIM under the contract for
the development, management and commercialization of
Machine to Machine and
Internet of Things services;
services for the National Strategic Hub and for participating
User Administrations
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
386
Telecom Italia Trust
Technologies S.r.l.
29
Tim Servizi Digitali S.p.A.
TIM S.A.
Staer Sistemi S.r.l.
Other minor companies
Total acquisition of goods and
services
28
2
1
1
2,495
24 Certification Authority service for TIM and as part of offers
to TIM end customers; regulation-compliant storage of PECs
from TIM's
institutional mailbox; management and
substitute storage services for administrative-accounting
documentation; Digital
Identity management services
through the SPID platform; cloud computing, security
services, website creation and online services and
application cooperation for public administrations; payment
prompting services to TIM customers; digital signature
certificates; services for the National Strategic Hub and for
participating User Administrations
32 Tender contract for network works (assurance activities,
delivery, network construction)
— Roaming services
— Services for the National Strategic Hub and for participating
User Administrations application management and
database monitoring and protection platform
—
2,514
(million euros)
2023
2022
Type of contract
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
Income (expenses) from
investments
Telecom Italia Finance S.A.
FiberCop S.p.A.
Telecom Italia S.Marino S.p.A.
Total income (expenses) from
investments
Finance income
Telecom Italia Capital S.A.
FiberCop S.p.A.
Telecom Italia Finance S.A.
Noovle S.p.A. Società Benefit
Telecom Italia Sparkle S.p.A.
Telenergia S.p.A.
Telsy S.p.A.
Other minor companies
Total finance income
Finance expenses
Telecom Italia Capital S.A.
Telecom Italia Finance S.A.
Other minor companies
Total finance expenses
7
2
11
4
15
988
84
1
1,073
281
142
43
40
16
3
2
1
528
419
222
1
642
— Costs to Noovle and Telecontact of seconded personnel
8 Operating costs for guarantees of origin to Telenergia S.p.A.
11 Amortization of rights of use for secondary access network
installation
(underground and aerial),
acquired in IRU for the sale for exclusive use of the same
infrastructures to Operators
infrastructures
4 Amortization of rights of use on buildings
15
54 Dividends
— Dividends
— Dividends
54
690 Income from derivatives
71 Interest
income on
financial
receivables,
financial
commission income
46 Income from securities, income from derivatives
27 Interest income on financial receivables
6 Interest income on financial receivables, income from
derivatives
3 Interest
income on
financial
receivables,
financial
commission income
— Interest income on financial receivables
—
843
474 Interest expense on
derivatives
financial payables, charges on
136 Interest on financial payables, charges on derivatives
—
610
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
387
STATEMENT OF FINANCIAL POSITION LINE ITEMS
(million euros)
12.31.2023
12.31.2022
Type of contract
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
Financial receivables and
other current financial assets
Telecom Italia Sparkle S.p.A.
Telecom Italia Finance S.A.
Telecom Italia Capital S.A.
Telsy S.p.A.
Staer Sistemi S.r.l.
Noovle S.p.A. Società Benefit
FiberCop S.p.A.
Other minor companies
Total financial receivables
and other current financial
assets
Cash and cash equivalents
Noovle S.p.A. Società Benefit
Telenergia S.p.A.
Total Cash and cash
equivalents
Non-current financial
liabilities
Telecom Italia Capital S.A.
Telecom Italia Finance S.A.
Noovle S.p.A. Società Benefit
Total Non-current financial
liabilities
2,080
884
73
60
24
—
3,121
358
54
29
12
4
4
1
1
463
28
10
38
3,429
1,191
21
1,534 Loan
684 Loan
151 Derivative assets
— Loan
9 Loan
1
2,379
356 Short-term financial receivables
4 Derivative assets
13 Derivative assets
— Short-term financial receivables
4 Short-term financial receivables
— Short-term financial receivables
— Short-term financial receivables
—
377
Treasury current accounts
163
55
218
3,163 Hedging derivatives and financial payables
1,212 Hedging derivatives and financial payables
25 Non-current financial liabilities related to the recognition of
rights of use for building lease liabilities
4,641
4,400
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
388
(million euros)
12.31.2023
12.31.2022
Type of contract
Current financial liabilities
Telecom Italia Finance S.A.
1,147
798 Financial payables, payables for current accounts, derivative
liabilities
Telecom Italia Capital S.A.
485
863 Hedging derivatives, derivative liabilities
TIM Retail S.r.l.
Telecom Italia Ventures S.r.l.
Telecom Italia Sparkle S.p.A.
Telecontact S.p.A.
FiberCop S.p.A.
Olivetti S.p.A. Società Benefit
Telecom Italia Trust
Technologies S.r.l.
TIM My Broker S.r.l.
Telsy S.p.A.
Noovle S.p.A. Società Benefit
Tim Servizi Digitali S.p.A.
65
57
52
44
36
12
11
9
8
4
—
56 Payables for current account transactions
63 Payables for current account transactions
56 Payables for current account transactions
43 Payables for current account transactions
29 Payables for current account transactions and financial
liabilities connected with rights of use
22 Payables for current account transactions
3 Payables for current account transactions
7 Payables for current account transactions
7 Payables for current account transactions
4 Financial rights of use liabilities
3 Payables for current account transactions
Total Current financial liabilities
1,930
1,954
(million euros)
12.31.2023
12.31.2022
Type of contract
Other statement of financial
position line items
Rights of use assets
FiberCop S.p.A.
Noovle S.p.A. Società Benefit
Total rights of use assets
Miscellaneous receivables and
other non-current assets
128
24
152
300
138 Rights of use for secondary access network installation
infrastructures (underground and aerial), acquired in IRU for
the sale for exclusive use of the same infrastructures to
Operators
29 Rights of use on buildings
167
305 Deferred contractual and other deferred costs
for
transactions with Telecontact (customer care services) and
TIM Retail
tax
consolidation
(new activations),
receivables
for
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
389
(million euros)
12.31.2023
12.31.2022
Type of contract
Trade and miscellaneous
receivables and other current
assets
FiberCop S.p.A.
944
Noovle S.p.A. Società Benefit
160
TIM Retail S.r.l.
TIM SA
Telecontact S.p.A.
Telecom Italia Sparkle S.p.A.
Telsy S.p.A.
Olivetti S.p.A. Società Benefit
Telenergia S.p.A.
Telecom Italia Trust
Technologies S.r.l.
Telecom Italia Capital S.A.
Telecom Italia S.Marino S.p.A.
Telecom Italia Finance S.A.
Tim Servizi Digitali S.p.A.
Other minor companies
Total trade and miscellaneous
receivables and other current
assets
754 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
separation, desktop
infrastructures,
management, TSA, SDI-AM and voice services; Receivables
for tax consolidation
supply of ERP,
135 Voice services, supply of
ICT products, property and
operating services,
facility services, security services,
recovery of seconded personnel costs, refunds of centralized
services
56 Supply of products for sale to the public, voice and data
transmission services, MPLS connectivity, advanced hosting
and ICT services for company use, property leasing deferred
contract costs; Receivables for tax consolidation
16 Roaming services, license support and provision as part of
network operations, information technology, marketing &
sales, Royalties Trademark License Agreement
26 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
20 Personalized voice and data transmission services, services
related to the interconnection between Telecom Italia
Sparkle and TIM
telecommunications networks, with
particular reference to international access and traffic, sale
of IRU Dark Fiber and installation infrastructures, real estate
leases and facility services, Oracle software maintenance,
administrative outsourcing, cost
seconded
personnel, administrative outsourcing, recovery of seconded
personnel costs
recovery,
6 Deferred costs and trade receivables for the provision of
equipment and licenses, as part of TIM offerings to end
customers, property
facility management
leases and
services
5 Fixed and mobile telephony services and equipment sales,
MPLS and fiber connectivity services for the national data
network,
hardware
leases, HP
maintenance, dimensional upgrade of the APN Shared
platform, functional evolution of the Capillary Network and
Capnet platform for provisioning and managing equipment,
administrative outsourcing
property
system
9 Outsourcing
for
administrative
outsourcing, supply of operative assistance services
Receivable for tax consolidation
company
business,
3 Voice outsourcing services, management and supply of ICT
Security & Risk Management services, property leasing, Spid
activation service, administrative outsourcing
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
1 Commission on the provision of surety
4 Supplies of materials to be used to develop the FTTH
network
2
53
26
25
15
11
5
4
4
1
1
—
—
2
1,251
1,039
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
390
(million euros)
12.31.2023
12.31.2022
Type of contract
Miscellaneous payables and
other non-current liabilities
Telecom Italia Sparkle S.p.A.
Noovle S.p.A. Società Benefit
Olivetti S.p.A. Società Benefit
Telecom Italia S.Marino S.p.A.
Total miscellaneous payables
and other non-current liabilities
Trade and miscellaneous
payables and other current
liabilities
FiberCop S.p.A.
Noovle S.p.A. Società Benefit
Telenergia S.p.A.
Telecom Italia Sparkle S.p.A.
Telsy S.p.A.
TIM Retail S.r.l.
Olivetti S.p.A. Società Benefit
7
5
1
1
6 Deferred revenues from interconnection contracts, payables
for tax consolidation
7 Payables for tax consolidation
2 Payables for tax consolidation
1 Deferred revenues for connection and telecommunications
services contracts
14
16
368
147
92
64
50
33
27
375 Trade payables for the use of the secondary access network
for the provision of copper and fiber access services to
Operators, for failure to achieve the Special Commitment
2021-23 required under the MSA, travel costs; VAT and tax
consolidation payables
99 Trade payables for operating service minimum commitment
charge, customized TIM offer services to end customers,
supply of ICT products, collocation service of security and
judiciary systems in Noovle data center, GCP consumptions,
professional services, Azure consumptions, on-premise
services; cloud use on Google, Azure and Amazon Web
Services consoles, infrastructure costs for the Tim Cloud and
Consip project, reselling of Google
licenses (G Suite);
collocation services on Noovle data center, revenue-share
payment as part of offers to TIM end customers; services for
the National Strategic Hub and for participating User
Administrations; VAT and tax consolidation payables
125 Trade payables for electricity supply; VAT payables
52 Trade payables
for
the portion
to be paid
for
telecommunications services and
interconnection costs,
telephone services, data transmission and international line
lease, maintenance of undersea cables; VAT and tax
consolidation payables; deferred income
32 Trade payables for customised services and 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 software licenses, services for the
for participating User
National Strategic Hub and
Administrations; VAT payables
33 Trade payables
for 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 VAT
and tax consolidation payables
22 Trade payables for cloud printing service, customised
services and purchase of products for resale and hire as part
of TIM offerings to end customers, purchase of IT services,
ICT product supply, installation and assistance, after-sales
support, as part of TIM offerings to end customers,
evolutionary developments of projects and platforms,
software platform licenses, software developments, cloud
enabling services for public administrations, end-to-end
solutions 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; services for the National
Strategic Hub and for participating User Administrations;
VAT and tax consolidation payables
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
391
(million euros)
Telecom Italia Trust
Technologies S.r.l.
12.31.2023
14
12.31.2022
Type of contract
14 Trade payables for the certification authority service for TIM
and within the TIM customer offering, archiving service
according to certified email rules for the TIM Certified
Electronic Mail box, administrative and accounting
identity management
documentation services, digital
services by means of SPID platform, cloud computing
services, security services, creation of portals and online
services
public
administrations; services for payment prompting to TIM
customers, digital signature certificates, services for the
for participating User
National Strategic Hub and
Administrations; VAT payables
cooperation
application
and
for
Telecontact S.p.A.
11
Tim Servizi Digitali S.p.A.
Other minor companies
Total trade and miscellaneous
payables and other current
liabilities
—
3
809
16 Trade payables for customer care services for TIM customers
and for the Public Administration, 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,
management of waste from FEC Project (Certified Electronic
Invoicing) related practices; tax consolidation payable
12 Trade payables for tender contract for network works
(assurance activities, delivery, network construction)
1
781
STATEMENT OF CASH FLOWS LINE ITEMS
2023
(million euros)
2022
Type of contract
Purchase of intangible, tangible
and rights of use assets on an
accrual basis
Telsy S.p.A.
Noovle S.p.A. Società Benefit
Olivetti S.p.A. Società Benefit
Telecom Italia Trust
Technologies S.r.l.
Tim Servizi Digitali S.p.A.
Total purchase of intangible,
tangible and rights of use
assets on an accrual basis
19
3
1
1
1
25
11 Purchase of ICT security solutions and services, supplies for
network infrastructure
3 License acquisitions
3 Investments in platform development and implementation
2 Investments in Digital Identity and Certification Authority
2 Acquisition of network infrastructure jobs
21
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
392
Transactions with associates, subsidiaries of associates and
joint ventures
The most significant values of the transactions with associates, subsidiaries of associates and joint ventures
are summarized in the tables below.
It should be noted that following the sale by TIM, on August 4, 2022, of 41% of the share capital of the holding
company Daphne 3 S.p.A., which holds a 29.9% stake in Italian Wireless Infrastructure (“INWIT”), INWIT ceased
to be a related party; Therefore, the following tables show only the income statement line items for the 2022
financial year, which reflect the transactions carried out up to the date of sale.
SEPARATE INCOME STATEMENT LINE ITEMS
(million euros)
2023
2022
Type of contract
Revenues
Polo Strategico Nazionale S.p.A.
ITALTEL S.p.A.
NordCom S.p.A.
INWIT S.p.A.
TIMFin S.p.A.
Total revenues
Other income
Acquisition of goods and
services
ITALTEL S.p.A.
W.A.Y. S.r.l.
INWIT S.p.A.
Other minor companies
Total acquisition of goods and
services
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 expenses
TIMFin S.p.A.
INWIT S.p.A.
Total finance expenses
72
2
1
(37)
38
1
33
9
1
43
—
12
12
4
4
16 Supply of software and
installation and
configuration services; security services; cloud services,
Data Center spaces, connectivity, design
related
1 Fixed and mobile telephony services including equipment,
licenses and outsourcing services
1 Fixed and mobile telephony services including equipment,
Microsoft maintenance and licenses, network connections
and outsourcing
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 and maintenance services
(23) Mobile and fixed voice services, outsourcing services and
fees; costs related to financing transactions recorded as a
reduction in revenues
10
2 Recovery of seconded personnel costs, recovery of
centralized expenses
services;
26 Supply of equipment and software licenses and related
software
professional
maintenance services
linked to TIM offers to end
customers; network and security equipment maintenance
services for a period of 24 months linked to the TIM offer
for the customer Poste Italiane; supplies for the expansion
of TIM's fiber network
hardware
and
8 Supply, installation and technical assistance services for
geolocation equipment provided as part of offers to TIM
customers, software development
167 Services for BTS sites, power supply systems for the supply
of electricity of the hosted devices, monitoring and
(alarms) and management and
security
remote management and
maintenance
monitoring of
the electricity consumption of TIM
technological infrastructures (BTS) hosted at INWIT sites
services,
services
1
202
29 Amortisation of rights of use for backhauling connections
29
57 Dividends
57
3 Finance expenses for commission and other finance
expenses.
9 Finance expenses related to financial liabilities for rights of
use
12
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
393
STATEMENT OF FINANCIAL POSITION LINE ITEMS
(million euros)
Net financial debt
Current financial liabilities
12.31.2023
12.31.2022
Type of contract
TIMFin S.p.A.
Total Current financial
liabilities
2
2
— Financial liabilities for expenses on the transfer of
receivables
—
(million euros)
12.31.2023
12.31.2022
Type of contract
Other statement of financial
position line items
Miscellaneous receivables and
other non-current assets
Trade and miscellaneous
receivables and other current
assets
2
1 Prepayment (non-current portion) of costs to Italtel S.p.A.
Polo Strategico Nazionale S.p.A.
45
ITALTEL S.p.A.
W.A.Y. S.r.l.
Other minor companies
Total trade and miscellaneous
receivables and other current
assets
Trade and miscellaneous
payables and other current
liabilities
ITALTEL S.p.A.
TIMFin S.p.A.
W.A.Y. S.r.l.
Other minor companies
Total trade and miscellaneous
payables and other current
liabilities
2
1
—
48
7
5
2
1
15
20 Supply of products, software installation and configuration
services, cloud servers, Data Center spaces, connectivity
and design
1 Supply of fixed and mobile telephone services including
equipment, Microsoft licenses and outsourcing services;
prepayment (current portion) of costs
1 Deferred costs for the provision of customized platforms,
fixed and mobile voice services
application offers,
prepayment of costs
1
23
12 Supply contracts connected with
investment and
operation
8 Miscellaneous costs for loans
2 Supply, installation and technical assistance services for
geolocation equipment provided as part of offers to TIM
customers, software development
—
22
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
394
STATEMENT OF CASH FLOWS LINE ITEMS
2023
(million euros)
2022
Type of contract
Purchase of intangible, tangible
and rights of use assets on an
accrual basis
ITALTEL S.p.A.
37
INWIT S.p.A.
32 Software development, FTTH design for FiberCop works,
supply of hardware and software, installations of hardware
and engineering services for the network platforms;
supplies for the expansion of TIM's fiber network
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
Total purchase of intangible,
tangible and rights of use
assets on an accrual basis
37
39
TIM S.p.A. has issued guarantees on behalf of subsidiaries, associates and joint ventures for a total of 5,614
million euros, net of back-to-back guarantees received (5,588 million euros at December 31, 2022).
In particular, the following is noted: 3,620 million euros on behalf of Telecom Italia Capital S.A. (3,750 million
euros at December 31, 2022); 1,172 million euros on behalf of Telecom Italia Finance S.A. (1,183 million euros at
December 31, 2022); 256 million euros on behalf of FiberCop S.p.A. (145 million euros at December 31, 2022);
191 million euros on behalf of Telecom Italia Sparkle S.p.A. (200 million euros at December 31, 2022); 125
million euros on behalf of Noovle S.p.A. (42 million euros at December 31, 2022); 104 million euros on behalf of
Olivetti S.p.A. (99 million euros at December 31, 2022); 89 million euros on behalf of Telenergia S.p.A. (116
million euros at December 31, 2022).
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
395
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)
2023
2022
Revenues
Type of contract
Cassa Depositi e Prestiti Group
118
80 IRU transfer of rights to use dark fiber installation and
Total revenues
Acquisition of goods and
services
Havas Group
Vivendi group
Cassa Depositi e Prestiti Group
Total acquisition of goods and
services
Finance income
infrastructures; housing services, dark fiber maintenance
and dedicated GEA/GigaNet connectivity; fixed and mobile
telephony services including equipment; application
outsourcing services, cloud services, equipment
maintenance services
118
80
61
6
(1)
66
1
69 Service & advisory activities in the purchase of media space
by TIM; study and
implementation of advertising
campaigns for the TIM and KENA brands, editorial
management services for TIM brands on social media and
TIM data room management services
4 Operational management of TIM's “TIM I Love Games”
online store platform and related developments; TIM cloud
gaming (TIMGAMES) service in SaaS mode; use of My Canal
platform licenses
4 Concession
of
the
installation
for
telecommunication cables along the motorway segments
(occupation of soil and movement of cables); maintenance
of the Open Fiber network in Milan and Genoa (primary
network share)
sheaths
of
77
— Interest income on trade receivables to Cassa Depositi e
Prestiti Group
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
396
STATEMENT OF FINANCIAL POSITION LINE ITEMS
(million euros)
12.31.2023
12.31.2022
Type of contract
Net financial debt
Non-current financial assets
Financial receivables and other
current financial assets
Other statement of financial
position line items
Rights of use assets
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
Havas Group
Cassa Depositi e Prestiti Group
Vivendi group
1
1
2
25
25
18
18
24
6
2
1 Non-current financial payables to the Cassa Depositi e
Prestiti Group for the IRU transfer of rights of use to
installation and dark fiber infrastructure
— Current financial payables to the Cassa Depositi e Prestiti
Group for the IRU transfer of rights of use to installation
and dark fiber infrastructure
2 Rights to the Cassa Depositi e Presiti Group for the use of
the Open Fiber network in Milan and Genoa
27 housing services, dark fiber maintenance and dedicated
GEA/GigaNet connectivity; fixed and mobile telephony
including equipment; application outsourcing
services
services, cloud services, equipment maintenance services
27
19 Deferred income on deferred fees
19
30 Service & advisory activities in the purchase of media
space by TIM; study and implementation of advertising
campaigns for the TIM and KENA brands, editorial
management services for TIM brands on social media and
TIM data room management services
17 Concession of
the
installation of
for
telecommunication cables along the motorway segments
(occupation of
cables);
maintenance of the Open Fiber network in Milan and
Genoa (primary network share)
soil and movement of
sheaths
2 Operational management of TIM's “TIM I Love Games”
online store platform and related developments; TIM
cloud gaming (TIMGAMES) service in SaaS mode; use of
My Canal platform licenses
Total trade and miscellaneous
payables and other current
liabilities
32
49
STATEMENT OF CASH FLOWS LINE ITEMS
2023
(million euros)
2022
Type of contract
Purchase of intangible and
tangible assets on an accrual
basis
1
3 Investments in intangible assets to Cassa Depositi e
Prestiti Group and Vivendi Group
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
397
Transactions with pension funds
The most significant amounts are summarized as follows:
SEPARATE INCOME STATEMENT LINE ITEMS
(million euros)
2023
2022
Type of contract
Employee benefits expenses
Contributions to pension funds
Fontedir
Telemaco
Total Employee benefits
expenses
7
57
64
7
59
66
STATEMENT OF FINANCIAL POSITION LINE ITEMS
(million euros)
12.31.2023
12.31.2022
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
2
18
20
3
18
21
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
398
Remuneration to key managers
In 2023, the total remuneration recorded on an accrual basis by TIM S.p.A. in respect of key managers
amounted to 16 million euros (20 million euros at December 31, 2022). The figure breaks down as follows:
(million euros)
Short-term remuneration
Long-term remuneration
Employment termination benefit incentives
Share-based payments (*)
Total
2023
2022
14
—
—
2
16
13
1
4
2
20
(*) These refer to the fair value, accrued to December 31, 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.
It bears noting that the remuneration for the 2023 financial year does not include the negative difference of -
0.4 million euros between the actual disbursement and the remuneration established in the 2022 financial
year. Likewise, it does not include the taxable amount of the shares of the LTI Plan 2020-2022 assigned during
the first half of 2023, equal to 0.6 million euros.
In 2023, the contributions paid in to defined contribution plans (Assida and Fontedir) by TIM S.p.A. on behalf of
key managers, amounted to 231 thousand euros (212 thousand euros at December 31, 2022).
With regard to the remuneration to Directors and Statutory Auditors due for the 2023 financial year, we refer
you (pursuant to art. 2427, n.16 of the Civil Code) to the Remuneration Report, which is available at the
website
Company's
www.gruppotim.it/gruppo/governance/remuneration/report.html.
headquarters
and
the
on
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
399
In 2023, "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:
Pietro Labriola
Managers:
Alberto Maria Griselli
Adrian Calaza Noia
Paolo Chiriotti
Simone De Rose
Managing Director and Chief Executive Officer of TIM S.p.A.
General Manager of TIM S.p.A.
Diretor Presidente TIM S.A.
Chief Financial Office
Chief Human Resources & Organization Office
(1)
(2)
(3) Head of Procurement & Logistics
Massimo Mancini
Giovanni Gionata Massimiliano Moglia
Chief Enterprise Market Office
(4)
Chief Regulatory Affairs Office
Agostino Nuzzolo
Claudio Giovanni Ezio Ongaro
Elisabetta Romano
Andrea Rossini
Eugenio Santagata
Elio Schiavo
(5) Head of Legal & Tax
(6)
Chief Strategy, Business Development & Wholebuy Office
Chief Network, Operations & Wholesale Office
(7)
(8)
Chief Consumer, Small & Medium and Mobile Wholesale Market Office
Chief Public Affairs & Security Office
Chief Enterprise and Innovative Solutions Office
(1) From November 24, 2023, Interim Head of Administration, Finance & Control in the Chief Network, Operations & Wholesale Office.
(2) From November 24, 2023, Interim Head of Regulatory Affairs in the Chief Network, Operations & Wholesale Office.
(3) From November 23, 2023, Head of Procurement. From November 24, 2023, also Interim Head of Procurement in the Chief Network, Operations &
Wholesale Office.
(4) From November 24, 2023, Interim Head of Regulatory Affairs in the Chief Network, Operations & Wholesale Office.
(5) From November 24, 2023, Interim Head of Legal & Tax in the Chief Network, Operations & Wholesale Office.
(6) Until November 23, 2023, Head of the Chief Strategy & Business Development Office. From November 24, 2023, also Interim Head of Strategy &
Business Development in the Chief Network, Operations & Wholesale Office.
(7) Until November 23, 2023, Head of the Chief Consumer, Small & Medium Market Office.
(8) From November 24, 2023, Interim Head of Public Affairs & Security in the Chief Network, Operations & Wholesale Office.
Separate financial
statements of TIM S.p.A.
Note 36
Related-Party Transactions
400
NOTE 37
EQUITY COMPENSATION PLANS
Equity compensation plans in force at December 31, 2023, 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, 2023.
A summary is provided below of the plans in place at December 31, 2023.
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.
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.
At December 31, 2023, there were a total of 145 addressees and the number of options assigned at target is
197,645,537.
the
see
further
details,
at
Information
For
https://www.gruppotim.it/content/dam/gt/investitori/doc---avvisi/anno-2022/ita/Doc-informativo-Piano-stock-
option-22-24.pdf.
Description of compensation plans
TIM S.p.A. - Long Term Incentive Plan 2020-2022
Document
initiative
the
on
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.
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.
For more details on the 2020-2022 LTI Plan, see to the TIM Group's Consolidated Financial Statements as at
December 31, 2022.
2020-2022 Cycle
The final results of the performance indicators tied to this cycle were approved by the TIM S.p.A. Board of
Directors on March 15, 2023. 10,879,774 shares were assigned to the 102 beneficiaries still employed with TIM or
the Group's subsidiaries as of December 31, 2022.
2021-2023 Cycle
The final results of the performance indicators tied to this cycle were approved by the TIM S.p.A. Board of
Directors on March 6, 2024.
Valuation at December 31, 2023 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
28,913,829 performance shares at target and the maintenance - for the 107 recipients continuing their
employment with TIM or Group subsidiaries at December 31, 2023 - of the right to receive a total of 8,619,620
shares (attraction/retention shares).
Separate financial
statements of TIM S.p.A.
Note 37
Equity compensation plans
401
Calculation of fair value measurement of the granted options
and rights
Parameters used to determine the fair value
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 – Second Cycle (2021-23)
—
0.42
n.a.
3 years
0.01
SOP 2022-2024
0.424
—
34.6%
3 years
0.02
-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.
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 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
TIM S.p.A at December 31, 2023.
Separate financial
statements of TIM S.p.A.
Note 37
Equity compensation plans
402
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)
Cash flows (*)
Equity Profit (loss) for
the year
Net financial
debt
Carrying amount
Other income
(a)
13,156
—
(995)
—
21,664
20
(624)
(20)
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, other provisions and
charges
Gains (losses) on disposals of non-current assets
Other income (expenses) from investments
Other finance expenses
Total non-recurring effects
Figurative amount
(b)
(a-b)
(37)
(37)
33
(33)
(463)
(463)
372
(372)
(126)
2
(15)
(34)
(673)
13,829
(126)
2
(15)
(34)
(673)
(322)
121
(3)
—
—
543
21,121
(121)
3
—
—
(543)
(81)
(*) Cash flows refer to the increase (decrease) in Cash and cash equivalents during the year.
The impact of non-recurring items on the separate income statement line items is as follows:
2023
(million euros)
Operating revenues and other income
Other income
Acquisition of goods and services, Change in inventories
Acquisition of goods and services - Expenses related to agreements and the
development of non-recurring projects and other costs
Employee benefits expenses
Expenses related to corporate reorganization/restructuring and other costs
Other operating expenses
—
—
(37)
(37)
(468)
(468)
(134)
2022
23
23
(30)
(30)
(537)
(537)
(76)
Expenses related to disputes and regulatory sanctions and potential liabilities related to
them, other provisions and charges
Impact on Operating profit (loss) before depreciation and amortization, capital gains
(losses) and impairment reversals (losses) on non-current assets (EBITDA)
(134)
(76)
(639)
(620)
Gains (losses) on disposals of non-current assets
Gains on disposals of non-current assets
Impact on EBIT
Other income (expenses) from investments
Other finance income (expenses)
Impact on profit (loss) before tax
Tax realignment pursuant to Decree Law 104/2020 Art. 110
Income tax expense on non-recurring items
Impact on profit (loss) for the year
2
2
(637)
(15)
(34)
(686)
—
13
—
—
(620)
313
(10)
(317)
(1,964)
—
(673)
(2,281)
Separate financial
statements of TIM S.p.A.
Note 38
Significant non-recurring events and transactions
403
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 2023 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)
2023
2022
Research and development costs expensed during the year
Capitalized development costs
Total research and development costs (expensed and capitalized)
48
961
1,009
50
854
904
The increase of 105 million euros compared to 2022 is mainly attributable to the consolidation of activities on
the 5G network in relation to NRRP projects.
In the 2023 separate income statement, depreciation/amortization charges totaling 807 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
("Innovation, 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, 2023, the lease installments at
nominal value still to be collected totaled:
(million euros)
12.31.2023
12.31.2022
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
112
62
57
54
53
50
388
110
54
53
49
48
45
359
Separate financial
statements of TIM S.p.A.
Note 39
Positions or transactions resulting from atypical and/or unusual
operations
404
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
Fondimpresa/Fondirigenti
Infratel
Ministry of Enterprises and
Made in Italy (formerly the
Ministry of Economic
Development)(1)
ANPAL
Other (2)
Total
(*) include 488 million euros collected on January 2, 2024.
(1) 2023 – includes ChAALenge Project
(2) 2023 – MUR; Sector affected: research
Area of intervention Received in 2023
(million euros)
Received in 2022
(million euros)
construction of network infrastructure
training
research and innovation
training
innovation and Digital Divide
3
758 (*)
3
3
1
768
3
3
3
—
—
9
TIM S.p.A. has been included among the beneficiaries of the Ministry Decree (Enterprise and Made in Italy) of
March 5, 2018 and the ChAALenge innovation agreement of March 17, 2021 for a joint Research and
Development project.
The project’s “Smart Everything Everywhere” model aims to improve the quality of life of frail people in every
environment by building an integrated system to support frailty and aging. The project was rolled out between
January 1, 2021 and December 31, 2023. In 2023, TIM received contributions of 0.4 million euros.
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 2023 financial statements, and the
fees referring to the year 2023 for other audit and review services, and for other services besides audit
rendered to TIM by EY and other firms in the EY network. The out-of-pocket expenses incurred for these
services in 2023 are also shown.
(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 2023 fees due for auditing and other services to the EY network
Out-of-pocket expenses
Total
TIM S.p.A.
Other firms
of the EY
network
Total EY
network
1,065,676
220,260
1,209,943
222,729
215,214
223,094
82,239
37,000
—
3,276,155
50,490
—
3,326,645
EY S.p.A.
1,065,676
220,260
1,209,943
222,729
215,214
223,094
82,239
37,000
3,276,155
50,490
3,326,645
Separate financial
statements of TIM S.p.A.
Note 40
Other information
405
NOTE 41
EVENTS AFTER DECEMBER 31, 2023
TIM: received an offer from the Ministry of Economy and
Finance for the purchase of Sparkle
On January 31, 2024, TIM received an offer from the Ministry of Economy and Finance to purchase Sparkle. The
offer also references the possibility of negotiating another option, with possible adjustments to the contractual
conditions, in the event that TIM retains a minority stake for a certain period of time and supports the
implementation of the strategic plan.
TIM's Board of Directors met on February 7, 2024 to examine the offer. Deeming the offer to be unsatisfactory,
the Board mandated the CEO to negotiate a different option with the Ministry with adjustments to the
contractual conditions whereby TIM would retain a stake in the company for a certain period of time and
support the implementation of the strategic plan.
TIM: clarifications on the seizure by the Milan Public
Prosecutor's Office
On February 29, 2024, TIM S.p.A. (hereinafter also referred to as "the Company") was served a seizure order
issued on February 8, 2024 by the Milan Preliminary Investigation Judge, ordering the preventive seizure of
sums held in current accounts in the Company's name, for a total amount of €248,941,282.30.
The measure relates to an alleged cyber fraud (Article 640-ter of the Criminal Code) regarding "VAS” (Value
Added Services) provided by third-party companies called CSPs ( “Content Service Provider”).
In this regard, it should be noted that TIM S.p.A. is not under investigation in the proceedings in question, and
that the offence in dispute is not included among those which, under Legislative Decree no. 231 of 2001, could
theoretically constitute a basis for an administrative offence attributable to the Company.
With specific reference to TIM S.p.A., evidence of a possible instance of fraud in this area only emerged in 2019,
due to the significant number of disallowances of VAS services recorded in that year.
During this period, the Company reported these events to the Public Prosecutor's Office in Rome. The resulting
proceedings – currently in the process of being dismissed – confirmed the Company's status as victim of the
offence.
Moreover, the Company promptly took all necessary actions to neutralize the phenomenon of illicit activations
of VAS services.
TIM, through its lawyers, is examining this matter and considering the most appropriate legal steps.
Separate financial
statements of TIM S.p.A.
Note 41
Events subsequent to December 31, 2022
406
NOTE 42
LIST OF INVESTMENTS IN SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES
(thousands of
euros)
Reg. office
Share
capital
(1)
Equity
(1) (2)
Profit/
(loss) (1)
% Ownership Share of equity
(A) (3)
Carrying
amount
(B) (4)
Difference
(B-A)
Investments in subsidiaries
CD FIBER S.r.l.
Rome Euro
50
43
(1)
100.00 %
43
43
—
Milan Euro
10,000
5,790,126
408,847
58.00 %
3,358,273
2,965,894
(392,379)
Milan Euro
1,000
935,100
(69,416)
100.00 %
935,100
1,079,907
144,807
Ivrea (TO) Euro
11,000
(2,459)
(15,145)
100.00 %
(2,459)
(5)
—
2,459
Luxembourg Euro
2,336
71,320
15,135
100.00 %
71,320
2,388
(68,932)
Luxembourg Euro 1,818,692
6,326,745
1,157,724
100.00 %
6,326,745
5,914,971
(411,774)
SanPaolo (Brazil)
R$
118,926
(82,050)
(9,467)
Euro
22,231
(15,338)
(1,770)
100.00 %
(15,338)
(5)
—
15,338
San Marino Euro
1,808
11,548
1,923
100.00 %
11,548
7,565
(3,983)
Rome Euro
200,000
276,040
(39,750)
100.00 %
276,040
(6)
481,109
205,069
Milan Euro
10
87,808
4,667
100.00 %
87,808
63,635
(24,173)
TELENERGIA S.r.l.
Rome Euro
100
4,722
(5,986)
100.00 %
Naples Euro
3,000
40,175
(2,847)
100.00 %
Turin Euro
5,390
36,829
6,949
100.00 %
40,175
4,722
36,829
12,654
(27,521)
100
(4,622)
19,522
(17,307)
Rio de Janeiro (Brazil)
R$ 8,227,357
6,413,692
1,048,673
Euro 1,537,927
1,198,902
196,027
0.00000001 %
—
Rome Euro
10
Milan Euro
2,402
7,816
96,007
2,125
8,413
100.00 %
100.00 %
7,816
96,007
—
10
—
(7,806)
15,143
(80,864)
10,562,941
(671,688)
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
LATAM PARTIC. E
GESTÃO ADMIN.
TELECOM ITALIA
SAN MARINO
S.p.A.
TELECOM ITALIA
SPARKLE S.p.A.
TELECOM ITALIA
VENTURES S.r.l.
TELECONTACT
CENTER S.p.A.
TELSY S.p.A.
TIM BRASIL
SERVIÇOS E
PARTICIPAÇÕES
TIM MY BROKER
S.r.l.
TIM RETAIL S.r.l.
Separate financial
statements of TIM S.p.A.
Note 42
List of investments in subsidiaries, associates and joint ventures
407
(thousands of
euros)
Reg. office
Share
capital
(1)
Equity
(1) (2)
Profit/
(losses)
(1)
Ownership
(%)
Share of equity
(A) (3)
Carrying
amount
(B) (4)
Difference
(B-A)
Investments in associates and joint ventures
AREE URBANE
S.r.l. (in liquidation)
DAPHNE 3 S.p.A.
ITALTEL S.p.A.
NORDCOM S.p.A.
POLO STRATEGICO
NAZIONALE S.p.A.
TIGLIO I S.r.l. (in
liquidation)
TIMFIN S.p.A.
Milan Euro
Milan Euro
100
100
(114,180)
2,229,484
(3,757)
79,635
Rome Euro
5,675
37,002
(14,000)
Milan Euro
5,000
15,854
476
32.62 %
10.00 %
17.72 %
42.00 %
(37,246)
222,948
6,557
6,659
—
234,247
6,557
2,143
37,246
11,299
—
(4,516)
Rome Euro
3,000
31,212
(16,000)
45.00 %
14,045
24,300
10,255
Milan Euro
100
Turin Euro
40,000
117
61,936
(43)
11
47.80 %
49.00 %
56
30,349
—
36,750
(56)
6,401
303,997
60,630
(1) Calculated from the last approved financial statements. For Subsidiaries, the data were used in accordance with IFRS principles, prepared for
consolidation.
(2) Including profit/(loss).
(3) Net of any dividends to be distributed.
(4) Including capital deposits in investments.
(5) Covered by the investment provision.
(6) Data derived from the consolidated financial statements.
Separate financial
statements of TIM S.p.A.
Note 42
List of investments in subsidiaries, associates and joint ventures
408
CERTIFICATION OF THE FINANCIAL STATEMENTS
FOR THE YEAR PURSUANT TO ARTICLE 81-TER
OF CONSOB REGULATION 11971 DATED MAY 14,
1999, AS AMENDED
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 financial statements for the 2023 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 for the year ending December 31, 2023:
a)
b)
c)
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, in particular Article 154-ter of Italian Legislative Decree 58 of
February 24, 1998 and the measures enacted for the implementation of Article 9 of Italian
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 condition, the results of operations and the cash flows
of the Company;
3.2 The Report on Operations contains a reliable operating and financial review of the Company, as well as
a 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 6, 2024
Separate financial
statements of TIM S.p.A.
Certification of the Financial Statements 409
INDEPENDENT AUDITORS' REPORT
Separate financial
statements of TIM S.p.A.
Independent Auditors’ Report 410
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 31,2023, 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 material accounting
policy information.
In our opinion, the separate financial statements give a true and fair view of the financial position of
the Company as at December 31, 2023, 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.
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
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
i.v.
A member firm of Ernst & Young Global Limited
We identified the following key audit matters:
Key Audit Matter
Impairment test of goodwill
Audit Response
As of December 31, 2023, 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 perimeter of the 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 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
disclosures provided in the notes to the separate
financial statements with regards to the
valuation of goodwill.
Revenue recognition
TIM’s revenues amounted to Euro 12,140
million as of December 31, 2023, and refer
almost entirely to the telecommunications
Our audit procedures in response to the key
audit matter included, among others:
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 disclosures
in Note 24 "Revenues" of the separate financial
statements.
► 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
disclosures provided in the notes to the separate
financial statements with regards to the revenue
recognition process.
Regulatory disputes
As of December 31, 2023, TIM is involved in
several regulatory disputes in progress, many of
which are characterized by 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
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;
► testing of the "Legal Suite" database in order
to assess the completeness of the
proceedings in which the company is
involved;
► 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 separate
financial statements.
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 2023,
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.
Disclosures 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, 2023, deferred tax assets
amount, net of impairment, to Euro 406 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 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
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;
► 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, 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)".
Non-current assets held for sale/Discontinued
operations
In execution of the resolutions adopted by the
Board of Directors in November 2023, TIM
S.p.A. signed the “Transaction Agreement” whit
KKR which regulates:
► the contribution by TIM S.p.A. of a business
unit - consisting of activities relating to the
primary network, wholesale activity and the
entire shareholding in the subsidiary
Telenergia S.r.l. - in FiberCop S.p.A., a
company that already manages the activities
relating to the fiber and copper secondary
network; and
► the simultaneous purchase by Optics Bidco
(an entity controlled by KKR) of the entire
shareholding held by TIM S.p.A. in FiberCop
S.p.A. itself (also referred to as “Net.Co”),
following the aforementioned contribution.
The transaction agreement provides that on the
closing date a Master Services Agreement will
be signed which will regulate the terms and
conditions of the services that will be provided
between NetCo and TIM S.p.A. following the
completion of the transaction.
Once these activities are completed and the
conditions precedent are fulfilled, NetCo will be
classified by TIM as an Asset held for sale in
Our audit procedures in response to the key
audit matter included, among others:
► the analysis of contracts and documentation
prepared by TIM and its Advisors to support
management's decision-making process;
► the analysis of the procedure implemented by
the Company for the identification of the
perimeter subject to the transaction and the
consistency of the assumptions used with
respect to the criteria and methodology for
the identification of the CGUs for the
purposes of the impairment test;
► verifying the reasonableness of the
assumptions used and the forecasts
formulated regarding the effects of the
transaction, once completed, in order to
verify that, where appropriate, they have
been reflected in the financial statements as
at 31 December 2023;
In performing our analysis, we involved our
experts in valuation techniques in order to verify
the consistency between the analysis carried
out by management and the assumptions used
for the impairment test of the Domestic CGU.
Lastly, we reviewed the adequacy of the
disclosures provided in the notes to the financial
accordance with IFRS 5.
statements.
Considering the level of judgment required and
the complexity of the assumptions applied in
assessing the potential impact of the
transaction, we considered this area a key audit
matter.
Disclosures related to the transaction are
reported in note 2 "Accounting policies" in the
paragraph “Non-current assets held for
sale/Discontinued operations".
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, 2023,
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, 2023, 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, 2023, 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 26, 2024
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 to the Shareholders'Meeting
pursuant to Article 153 of Legislative Decree no. No 58/1998
To the Shareholders' Meeting of the Company
Telecom Italia – TIM S.p.A.
Dear Shareholders,
This report (hereinafter the “Report”) informs the Shareholders of TIM
S.p.A. (hereinafter also the “Company” or “TIM”) about the supervisory
activities carried out by the Board of Statutory Auditors in the 2023
financial year pursuant to Article 153 of Legislative Decree 58/1998 (TUF
or Consolidated Finance Act), Article 2429 of the Italian Civil Code, the
principles of conduct of the Board of Statutory Auditors recommended by
the National Council of Chartered Accountants and Accounting Experts, the
Consob provisions on corporate controls and the indications contained in
the Corporate Governance Code.
This Report has been prepared in accordance with the requirements of
Consob Communication no. DEM/1025564 of April 6, 2001 and
subsequent additions and amendments.
The Board of Statutory Auditors has acquired information instrumental to
the performance of the supervisory tasks assigned to it through participation
in the meetings of the Board of Directors and the Board Committees, the
hearings of the Company's management, the meetings with the Statutory
Auditor, the Supervisory Body, the Company's Control Functions and the
corresponding control bodies of the companies of the TIM Group, through
the analysis of the information flows acquired by the competent company
structures, as well as further control activities.
The Board of Statutory Auditors in office at the date of this Report was
appointed by the Shareholders' Meeting of March 31, 2021 for the financial
years 2021-2023 and will therefore expire with the Shareholders' Meeting
called to approve the financial statements as at December 31, 2023.
Other information
Report of the Board of Statutory Auditors 421
The Board of Statutory Auditors is composed of the Standing Auditors Mr.
Francesco Fallacara (Chairman), Mr. Angelo Rocco Bonissoni, Ms.
Francesca di Donato, Ms. Anna Doro, Mr. Massimo Gambini.
***
The Board of Statutory Auditors notes that at the date of this Report, the
Russia-Ukraine crisis and the Israeli-Palestinian crisis are underway, which
are causing the well-known economic consequences on world markets.
In this regard, the Board of Statutory Auditors monitored the development
of the economic framework during the 2023 financial year 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 and the results of the checks carried out and the
remediation activities agreed with the management.
1. CONSIDERATIONS ON THE 2023 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’S 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 December
31, 2023, 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).
Other information
Report of the Board of Statutory Auditors 422
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 December 31, 2023, 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 Consolidated Finance
Act, as well asthe Consolidated Non-Financial Statement pursuant to
Legislative Decree no. 254 of December 30, 2016 (hereinafter also NFS),
drawn up by the Company in accordance with the 2021 Universal Standards
of the Global Reporting Initiative (GRI). The financial statements are also
accompanied by the Report on the Remuneration Policy and Compensation
Paid, consisting of
the 2024 Remuneration Policy and report on
compensation paid in 2023.
TIM’s separate financial statements and consolidated financial statements
for 2023 contain the required statements of compliance by the Chief
Executive Officer and the Financial Reporting Manager.
The financial data from the TIM Group consolidated financial statements
for the 2023 financial year are summarised below:
in millions of euros
Revenues
EBITDA
Operating profit - EBIT
Profit/(Loss) for the year
2023 financial year
16,296
5,710
836
(1,107)
2022 financial year
15,788
5,347
606
(2,654)
Other information
Report of the Board of Statutory Auditors 423
Adjusted consolidated net financial debt as at December 31, 2023 totalled
25,656 million euros compared to 25,364 million euros on December 31,
2022.
The parent company TIM closed the 2023 financial year with a loss of 995
million euros compared to the loss of 3,077 million euros in 2022.
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 2023 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 shown below.
NetCo Operation
During the meeting held on July 6, 2022, TIM’s Board of Directors
approved the strategic objective of reorganising 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.
On 3, 4 and November 5, 2023, the Board of Directors of TIM S.p.A.,
following an extensive and in-depth examination, conducted with the
assistance of leading financial and legal advisors, examined and then
accepted by majority resolution the binding offer submitted on October 16,
2023 by Kohlberg Kravis Roberts & Co. L.P. (“KKR”) for the purchase of
TIM’s fixed network assets and the shareholdings held in FiberCop S.p.A.
and Telenergia S.r.l. (“NetCo”), through the vehicle Optics BidCo S.p.A. (a
subsidiary of KKR).
In execution of the resolutions adopted, TIM S.p.A. has signed a transaction
agreement with Optics BidCo that governs the transaction (the Transaction)
as follows:
•
the transfer by TIM S.p.A., which will have as its object the business
unit – consisting of the activities relating to the primary network, the
wholesale business and the entire shareholding in the subsidiary
Telenergia S.r.l. – to FiberCop S.p.A., a company that already
Other information
Report of the Board of Statutory Auditors 424
•
the entire
in FiberCop S.p.A. (the
manages the activities relating to the secondary fibre and copper
network, and
the simultaneous purchase by Optics Bidco of
shareholding held by TIM S.p.A.
Shareholding), as a result of the aforementioned contribution.
The transaction agreement provides that on the closing date, the master
services agreements will be signed that will govern the terms and conditions
of the services between NetCo and TIM S.p.A. following the completion of
the Transaction.
The transaction agreement also provides that at the closing of the
Transaction, the consideration for the sale of the Shareholding may also be
partially paid through the transfer of a large part of the TIM Group's current
debt (so-called liability management), definitively releasing it. On March 6,
2024, TIM's Board of Directors resolved to appoint the Chief Executive
Officer to provide for the implementation, if the conditions are met, of the
activities necessary to carry out the financial debt transfer transaction
through a series of exchange offers, concerning certain series of bonds
issued by the TIM Group and with a long-term maturity starting from 2026.
The transaction is expected to be completed in the summer of 2024, once
the preliminary activities have been completed and certain conditions
precedent have been met (completion of the allocation of the primary
network, Antitrust authorisation, authorisation on distorting foreign
subsidies, for which pre-notification activities have already been carried
out); the transaction has already obtained the authorisation required by the
Golden Power regulations, as per the press release issued on January 17,
2024.
When the aforementioned assets are completed and the related conditions
precedent are met, NetCo will be classified as an available-for-sale asset
pursuant to IFRS 5.
For the sake of completeness, it should be noted that on December 15,
2023, the Company received the notification of an ordinary writ of
summons from the shareholder Vivendi, in which the legitimacy of the
aforementioned Board
the
aforementioned transaction is contested. Vivendi did not make any
application for precautionary injunction, nor did it request an urgent halt to
resolution of November 5 approving
Other information
Report of the Board of Statutory Auditors 425
executing the resolution and the consequent negotiations. The Company
appeared in the proceedings to contest the merits of the arguments and
requests made by Vivendi, confirming the legitimacy of the resolutions
adopted by the Board of Directors and the agreements signed with Optics
BidCo for the transaction, which will be carried out on time and in the
manner envisaged.
Russia-Ukraine and Israel-Palestine conflicts
As regards the Russia-Ukraine conflict, at present, the impact of the
geopolitical situation on the TIM Group's business is indirect, mainly linked
to the increase in costs for energy, materials and transport.
If military, economic and political tensions should continue to grow, the
situation could have major consequences globally, causing a serious threat
to global security that could increase and intensify risks for the TIM Group.
Such risks include the security and protection of the TIM Group workforce,
the possibility that cyber attacks may strike the networks and data of the
TIM Group or its customers, an increased probability of a shock of the
supply chain that would entail higher inflation in the short and medium
term.
In particular, for the entities of the Telecom Italia Sparkle group (part of the
TIM Group) operating in the areas impacted by the Russia-Ukraine conflict,
there were no significant repercussions on commercial relations, on the
demand for international services from the areas affected by the conflict and
on the substantially regular collection of trade receivables. The TIM Group
does not have significant assets in the countries concerned. The Russia-
Ukraine conflict has also indirectly led to a general increase in energy
prices, an increase in inflation and, ultimately, in the cost of financing. In
addition, the Russia-Ukraine conflict could entail cyber attacks against the
countries supporting economic sanctions against Russia. The TIM Group
entities, in coordination with the National Cybersecurity Agency (“ACN”),
have raised the alert level of ICT monitoring for IT security risks.
With regard to the conflict in the Middle East between Israel and Palestine,
which arose at the beginning of October 2023, and the related turmoil in the
Red Sea area, the implications for the Group are still uncertain and should
become clearer over time. However, at first glance, there could be impacts
Other information
Report of the Board of Statutory Auditors 426
both in terms of cost volatility (e.g.: energy) and in international trade
relations.
EVENTS AFTER 31 DECEMBER 2023
The following is highlighted:
Offer from the Ministry of Economy and Finance for the acquisition of
TI Sparkle S.p.A.
On January 31, 2024, TIM received an offer from the Ministry of Economy
and Finance (MEF) to purchase Sparkle. It also refers to the possibility of
negotiating a different option, with possible adjustments to the contractual
conditions, in the event that TIM retains a minority stake for a certain
period of time and supports the implementation of the strategic plan.
TIM's Board of Directors, which met on February 7, 2024, examined the
offer and, having deemed it unsatisfactory, mandated the Chief Executive
Officer to negotiate a different option with the MEF, with possible
adjustments to the contractual conditions, on the assumption that TIM
retains a stake in the company for a certain period of time and supports the
implementation of the strategic plan.
Clarifications on the seizure by the Milan Public Prosecutor’s office
On February 29, 2024, TIM S.p.A. was notified of a seizure order issued on
February 8, 2024 by the Judge for Preliminary Investigations of Milan,
which ordered the preventive seizure of the sums held in the current
accounts in the Company's name, for a total amount of 248,941,282.30
euros.
The measure concerns an alleged computer fraud (Article 640-ter of the
Criminal Code) in the field of the so-called "VAS" (i.e. Value Added
Services) provided by third-party companies called CSPs (i.e. “Content
Service Provider”).
In this regard, it should be noted that TIM S.p.A. is not under investigation
in the proceedings in question, and that the offence in dispute is not among
those that, pursuant to Legislative Decree no. No. 231 of 2001, could
for administrative offences,
theoretically constitute a prerequisite
attributable to the Company.
Other information
Report of the Board of Statutory Auditors 427
With specific reference to TIM S.p.A., evidence of a possible fraudulent
phenomenon in the sector emerged only in 2019, due to the significant
number of disavowals of VAS services recorded in that year.
During that period, the Company had reported these events to the Public
Prosecutor's Office of Rome, in whose proceedings, currently being
dismissed, the Company's role as a victim of the crime was confirmed.
In addition, the Company promptly carried out all the necessary actions
aimed at neutralising the phenomenon of illicit activations of VAS services.
TIM, through its lawyers, is examining the measure and evaluating the most
appropriate legal initiatives.
At present, the Company does not yet have the procedural documentation
(the acquisition of which is expected shortly).
2. REPORTING 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 2023 financial year.
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 2023 and the utilisation of the
funds previously allocated.
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 July 1, 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
Other information
Report of the Board of Statutory Auditors 428
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 the 2023 financial year with Related Parties (including Group
companies). 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 2023, 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 2023 financial year, there were both intra-group and non-intra-
group Related Party transactions.
Intra-group transactions analysed by the corporate bodies in 2023, 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
Other information
Report of the Board of Statutory Auditors 429
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 transactions with non-intra-group Related Parties, examined by the
Board of Statutory Auditors, are also of an ordinary nature (as they are
part of the ordinary exercise of the operating activity or of the financial
activity connected to it) and/or concluded at market or standard
conditions that meet the interests of the Company. These transactions
have been periodically communicated by the Company.
During the 2023 financial year, we participated in the meetings of the
Related Parties Committee, during which it expressed a favourable
opinion on some transactions with Related Parties of “minor importance”,
as this Committee assessed the Company's interest in carrying out the
transactions as well as the fairness and convenience 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
committee, requesting further analysis and insights where deemed
necessary.
The effects of all of the above related party transactions for the 2023
financial year 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 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 March 26, 2024, the independent auditor EY S.p.A. (hereinafter also
referred to as “EY” or “Auditor”) issued the reports pursuant to Article 14
Other information
Report of the Board of Statutory Auditors 430
of Legislative Decree no. 39/2010 and Article 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
December 31, 2023 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 February 28, 2005.
In these documents, the auditing firm EY – pursuant to Article 154-ter of
the Consolidated Finance Act, as amended by Article 25 of Law no. 238
of December 23, 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 December
17, 2018, based on the auditing standard (SA Italia 700B).
As part of its general duty to monitor compliance with the law and the
Articles of Association, 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 December 31,
2023, the Auditor concludes as follows: “In our opinion, the consolidated
financial statements provide a true and fair representation of the equity
and financial position of the Group as at December 31, 2023, 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 February 28,
2005”.
In the report on the separate financial statements as at December 31,
2023, the Auditor concludes as follows: “In our opinion, the annual
financial statements provide a true and fair representation of the equity
and financial position of the Company as at December 31, 2023, the
economic results and cash flows for the year ended as at that date, in
the International Financial Reporting Standards
compliance with
adopted by the European Union, as well as with the provisions issued in
Other information
Report of the Board of Statutory Auditors 431
implementation of Article 9 of Legislative Decree no. 38, of February 28,
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:
“Considering the results of our audit procedures, we believe that there
are no uncertainties arising from the economic and sector context that
could significantly affect the achievement of the objectives of the 2024-
2026 Plan, with particular reference to: i) the coverage of financial
requirements and (ii) the ability to fully implement the initiatives of the
2024-2026 Plan.
“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
December 31, 2023, 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 December 31, 2023,
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.
EY also considers that the report on operations and the information in the
Report on corporate governance and share ownership indicated in Article
123-bis, subsection 4 of the Consolidated Finance Act are consistent with
the TIM S.p.A.’s financial statements for the period and the consolidated
financial statements for the TIM Group at December 31, 2023.
Other information
Report of the Board of Statutory Auditors 432
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 (March 30, 2023) until the date of
this Report (March 26, 2024), 3 complaints were received from Company
shareholders, made in accordance with Article 2408, subsection 3 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
(EU) 2019/1937 of
The Company has a Whistleblowing Procedure, updated according to the
recent provisions of Legislative Decree no. 24 of March 10, 2023
the European
“Implementation of Directive
Parliament and of the Council of October 23, 2019 on the protection of
persons who report breaches of Union law and laying down provisions on
the protection of persons who report breaches of national regulatory
provisions”, which provides for the establishment of suitable information
channels to ensure the receipt, analysis and processing of reports relating
to
the Company’s
administrative liability, fraud or in any case relating to behavioural
anomalies attributable to TIM personnel or third parties in violation of
laws and regulations and/or non-compliance with the Code of Ethics and
the 231 Organisational Model, as well as the system of rules and
procedures in force in the TIM group, forwarded by employees, members
of corporate bodies or third parties, even anonymously.
issues, corporate
internal control
reporting,
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.
Other information
Report of the Board of Statutory Auditors 433
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
During 2023, the Board of Statutory Auditors, together with the
Company's structures, verified and monitored the independence of the
Auditor as required by the relevant laws and regulations, in particular
with regard to the services rendered other than statutory auditing by the
Auditor to the Company. The Company's procedures, which are also
extended to its subsidiaries, require that every single assignment other
than the statutory audit is subject to the prior assessment and binding
approval of the Company's Board of Statutory Auditors.
During the 2023 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.
• Verification services related to obtaining specific tax or contribution
regimes:
o
o
relating to the statement of expenses incurred for R&D and technological
innovation in 2022 aimed at obtaining tax credits for TIM S.p.A.;
for the affixing of the conformity stamp pursuant to Article 35 of
Legislative Decree 241, of July 9, 1997, on the supplementary income tax
returns of TIM S.p.A. and on the 2022 declaration of the national tax
consolidation of the TIM Group;
in euros
90,000.00
3,000.00
• Miscellaneous certification services:
o Comfort Letter for the reopening of the bond issued on the European
43,347.00
market on January 25, 2023
o Comfort Letter for the issuance of bonds under Regulation S
o Comfort Letter for the issuance of bonds under Rule 144/A
o TIM's participation in tenders with private companies and public
administrations
• Other Services – miscellaneous services:
•
in accordance with International Standard on
assignment granted
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
36,000.00
39,000.00
54,400.00
37,000.00
302,747.00
In addition, during the period between January 1, 2024 and the date of this
Report, TIM appointed EY to undertake the following additional tasks,
Other information
Report of the Board of Statutory Auditors 434
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.
in euros
• Miscellaneous certification services:
•
TIM's participation in tenders with private companies and public administrations
7,000.00
• Verification services related to obtaining specific tax or contribution regimes:
•
relating to the statement of expenses incurred for R&D and technological
innovation in 2023 aimed at obtaining tax credits for TIM S.p.A.
Total
90,000.00
97,000.00
the current “Guidelines for
In accordance with
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 2023, with effect from January 1, 2022 the
Company’s Board of Statutory Auditors, in its capacity as the internal
control and audit committee, is required – pursuant to Regulation (EU) no.
537/2014 of April 16, 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 2023, the so-called “70% limit”, to be calculated on the
average of the fees paid in financial years 2020, 2021 and 2022 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 2023
financial year.
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.
Other information
Report of the Board of Statutory Auditors 435
8. REPORT ON ANY APPOINTMENTS CONFERRED ON PARTIES CONNECTED BY
CONTINUING RELATIONSHIPS WITH THE INDEPENDENT AUDITOR AND THE
CORRESPONDING COSTS
During the 2023 financial year TIM did not confer any appointment on
subjects bound by continuous relationships with EY and/or companies
belonging to the latter’s network.
9. REPORT ON THE EXISTENCE OF OPINIONS ISSUED PURSUANT TO LAW DURING
THE FINANCIAL YEAR
On March 15, 2023, the Board of Statutory Auditors issued a favourable
opinion on:
1. proposal to the Shareholders' Meeting of the “2023 Short-Term
Incentive Plan (MBO)” which provides for the recognition of a portion
of the premium in ordinary shares of the Company, as well as the
outline of the MBO form for the year 2023 of the Chief Executive
Officer;
2. proposal to the Shareholders' Meeting of the 2023-2025 Long Term
Incentive Plan, including participation in the initiative by the Chief
Executive Officer, in accordance with the procedures and measures
described;
3. proposal for the renewal of the members of the Supervisory Body
pursuant to Legislative Decree 231/2001, for the three-year period 2023-
2026.
On June 14, 2023, the Board of Statutory Auditors approved, pursuant to
Article 2386 of the Italian Civil Code, the appointment by co-optation of
Alessandro Pansa as a member of the Board of Directors to replace the
outgoing Director Arnaud de Puyfontaine.
In addition, on February 4, 2022, March 15, 2023 and February 14, 2024
the Board of Statutory Auditors ascertained that its members complied with
the legal requirements; on 2022, 2023 and 2024 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
Other information
Report of the Board of Statutory Auditors 436
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 2024 Audit
Plan, examined by the Board of Directors at its meeting on March 6, 2024,
and has acknowledged the structure currently in place at the Company as to
its adequacy to carry out the aforementioned 2024 Audit Plan in an orderly
and appropriate manner. The Board of Statutory Auditors noted that the
Audit Department has prepared a 2024 Audit Plan that highlights the
different "assurance" activities planned for SerCo and NetCo. The two
organisational structures of the Audit Department that will oversee the
above-mentioned activities were also presented.
The Board of Statutory Auditors also examined the 2024 Compliance Plan,
approved by the Board of Directors on March 6, 2024, which is consistent
with that of previous years, and the adequacy of the Compliance
department. On the occasion of the presentation of the Plan, the Compliance
Department highlighted the activities functional to the separation and drew
up the compliance audit plan, distinguishing the activities planned for
NetCo and SerCo.
Between November and December 2023, the Compliance Department also
reorganised the function by creating two mirror structures for NetCo and
SerCo, each consisting of
(Compliance
Governance and Compliance Operations & Assurance), highlighting this to
the Control and Risk Committee and the Board of Statutory Auditors.
two organisational units
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 2024 incentive system (MBO), approved by the Board of
Directors on March 6, 2024, issuing, to the extent necessary and with regard
to the remuneration of the Chief Executive Officer, a favourable opinion.
Other information
Report of the Board of Statutory Auditors 437
In addition, the Board of Statutory Auditors took note of the “Report on the
remuneration policy and the compensation paid” prepared pursuant to
Article 123-ter of the Consolidated Finance Act, containing the terms of the
remuneration policy to be submitted to the Shareholders' Meeting called for
April 23, 2024 and approved by the Board of Directors during the meeting
on March 6, 2024. 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. REPORTING ON THE FREQUENCY AND NUMBER OF MEETINGS OF THE BOD,
EXECUTIVE COMMITTEE AND BOARD OF STATUTORY AUDITORS
In 2023, the Company’s Board of Directors held 17 meetings, at which the
Board of Statutory Auditors was always present, also in videoconference.
In 2023, the Control and Risk Committee met 15 times, the Nomination and
Remuneration Committee met 17 times, the Related Parties Committee met
18 times and the Sustainability Committee met 5 times.
The Board of Statutory Auditors attended the meetings of all board
committees, also by videoconference, supervising the relevant activities.
During 2023, there were 29 meetings of the Board of Statutory Auditors, 5
of which were held jointly with the Control and Risk Committee. In 2024
and up to the date of approval of the Report 5 meetings have been held.
The majority of the members of the Board of Statutory Auditors attended
(by conference call) the Shareholders' Meeting held on April 20, 2023 in the
manner permitted by the exceptional regulations set out in Decree Law no.
18 of March 17, 2020.
12. REMARKS ON COMPLIANCE WITH THE
PRINCIPLES OF
SOUND
ADMINISTRATION
The Board of Statutory Auditors monitored compliance with the principles
of proper administration through participation in the meetings of the Board
of Directors and the internal Board committees, meetings with the Financial
Reporting Manager, with the Head of the Audit Department, with the Group
Other information
Report of the Board of Statutory Auditors 438
Compliance Officer, hearings of the Company's 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
the applicable rules (substantial
to
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.
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 October 16, 2017 and November 2,
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.
In particular, the Board of Statutory Auditors monitored the main
developments in the organisational structure of TIM and the TIM Group,
through meetings with the Head of the Human Resources & Organization
Office, the control functions, the Heads of the main corporate structures and
the acquisition of organisational communications that had an impact on the
first and second reports of TIM's top management or on the macro structure
of the Group companies.
Other information
Report of the Board of Statutory Auditors 439
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.
As mentioned, during 2023 the Board of Statutory Auditors’ investigation,
verification and monitoring activities continued, carried out in the wake of
the continuity of the work already begun in 2021 and continued in 2022.
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 Article 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.
In its reports on the 2021 and 2022 financial statements, the Board of
Statutory Auditors had acknowledged the existence of areas that needed to
be the subject of interventions, in order to improve their effectiveness and,
during 2023, had the opportunity to analyse the evolution of the internal
control system, taking note of the overall final assessment of the said
system by the Head of the Audit Department, the conclusions of which are
set out below:
"TIM's Internal Control and Risk Management System (ICRMS) as a whole
is designed and articulated in line with the recommendations of the
Corporate Governance Code, as well as aligned with the main reference
frameworks (e.g. “Three lines model” and “COSO framework”) and, is
currently capable of identifying the main areas of corporate risk
Other information
Report of the Board of Statutory Auditors 440
The assessments expressed by the other assurance providers do not reveal
any significant elements that could have an impact on the overall adequacy
of the ICRMS.
The comprehensive programme of initiatives aimed at strengthening the
ICRMS, launched by the Chief Executive Officer in 2022, is in fact
proceeding in line with the timelines shared with the Board of Directors and
the Control Bodies.
The effectiveness of these initiatives is also reflected in a gradual
strengthening of the culture of control, influenced by a positive change in
the Tone at the Top.
In particular, management welcomed the invitation of the Board of
Statutory Auditors, Board of Directors 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:
- prepared an Action Plan divided into 71 actions, the majority of
which were completed in 2022 and 2023 (substantially on schedule)
and with further interventions (especially in the cyber area) to be
completed during 2024; the actions envisaged by the Action Plan
mainly concern
the resolution of a series of organisational
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;
Other information
Report of the Board of Statutory Auditors 441
- 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.
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 2023 to specific tests and
verified their correct implementation and preliminary effectiveness.
The audits completed in the 2nd half of 2023, while highlighting specific
areas for improvement and leading to the definition of remediation plans by
management, did not reveal deficiencies that would impact the ICRMS as a
whole. The most important critical issues in the cyber field appear to be
adequately addressed and provide for resolution timelines aligned with the
priorities defined with the support of ERM and shared with the control
bodies.
The “remediation” plans initiated by management following the audits are
proceeding in line with the defined timelines and show a constantly
improving incidence of replanning, reaching an all-time low recorded in the
Other information
Report of the Board of Statutory Auditors 442
last three years at the end of the year, a significant figure especially in view
of the separation plan launched by the company.
In light of the above, it is believed that all the initiatives undertaken by
management, including those relating to the IT/Cyber areas which, as per
the plan, still need time for their completion and to be able to fully
appreciate their effectiveness, reduce the risks to levels that do not
compromise the overall adequacy of the ICRMS.
The programme to strengthen and oversee TIM's ICRMS launched by
management will hopefully continue to ensure:
•
•
•
the maintenance of an adequate Tone at the Top by top and senior
management on ethical values and integrity;
the commitment of the management in the continuation of the path
of improvement of the control and management oversight processes,
ensuring both the operation of the ICRMS Steering Committee and
the completion of the identified improvement actions;
the continuation of ongoing initiatives to raise awareness among the
entire company population, also
internal
the “culture of control” and
communication activities, on
accountability, at all organisational levels, on the correct application
of internal and external regulations and the principles of sound
management."
through concrete
During the second half of 2023, 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 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
to
audit activities conducted
approximately 90% of the total number of actions envisaged in the
remediation plans to be completed in the reporting period, with a limited
the 2022-2023 period amounted
in
Other information
Report of the Board of Statutory Auditors 443
incidence of the number of corrective actions with deadlines rescheduled in
2023.
It should be noted that to date, the results of the audits of the Audit
Department in 2023 have confirmed a “trend” in ratings of the audit
findings in a slow but steady improvement (period 2021-2023). The Board
of Statutory Auditors, also on the basis of the assessments carried out by the
Audit Department, believes that these results are mainly attributable to the
result of the initiatives launched by the Company's management through the
corporate turnaround programme, which concerned, among other things, the
revision of the organisational structure and business processes, the
reduction of obsolescence and fragmentation of the application pool,
together with transversal actions.
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 the above, it is the opinion of the Board of Statutory Auditors
that the initiatives undertaken by management, although they require time
for their completion and in order to fully appreciate their effectiveness and
the relative resilience of their implementation, reduce the areas of
weakness, identified by the Board of Statutory Auditors in previous reports
on the financial statements, to 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
the path of
improvement of the control and management oversight processes, (iii) the
the
effective,
improvement actions identified with reference to the specific components of
timely and consistent
implementation over
the continuation of
time of
in
Other information
Report of the Board of Statutory Auditors 444
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 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.
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 231
Organisational Model, designed to prevent the commission of offences that
could result in liability for the Company, pursuant to Legislative Decree No.
231/2001. The 231 Organisational Model, as well as by TIM, has also been
adopted by domestic subsidiaries of the Group.
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,
which indicate an organisational structure that could be improved in certain
areas, such as procurement in particular.
The latest versions of the Company's Code of Ethics and Conduct and the
231 Organisational Model were approved by the Board of Directors on
March 15, 2023 and June 22, 2023 respectively, also in implementation of
Legislative Decree no. 24, of March 10, 2023, on whistleblowing and 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 March 5,
Other information
Report of the Board of Statutory Auditors 445
2024 – indicates that the specific organisational model was substantially
maintained and effective.
the Company continued
In 2023,
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.
training programme for
the
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. The Board of
Statutory Auditors has acknowledged that, at its meeting on May 10, 2023,
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 Business 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
and reporting to the Board of Directors.
The Board of Directors, at its meeting of March 6, 2024, acquired the report
of the Chairman of the Control and Risk Committee who, on February 29,
2024, examined the risk analysis of the New 2024-2026 Plan, formulated by
the ERM Function both with a view to separating the “Servco” area from
the “Netco” area to be implemented during the 2024 financial year and, for
comparative purposes, on the Going Concern Plan. With reference to the
latter, compared to the previous year, the analysis shows a slight increase in
the risk profile mainly linked to possible difficulties in the implementation
of repricing actions in the Consumer sector, potential delays in the expected
growth of margins in the Enterprise sector and the tightening of penalties to
2026 in the event of delays in the completion of work relating to the PNRR
tenders.
Other information
Report of the Board of Statutory Auditors 446
The Board of Statutory Auditors also took note of the activities carried out,
also during 2023, by the Compliance Department, which concerned the
following areas of intervention: Definition of rules, processes and controls,
Communication and training, Monitoring, and compliance audits
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 2023 that would lead to non-compliance risk profiles exceeding
levels that would affect the adequacy of the internal control system.
The areas for improvement in the Anti-Corruption Management System,
Financial Reporting and 231 Gap Analysis both within TIM and the
subsidiaries reported by the Compliance Department have all been taken
over by the Company with specific remediation plans.
***
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 March 26, 2024, 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
December 31, 2023 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 above conclusions do not extend to the information contained in the
“European Taxonomy” paragraph of the Group's NFS required by Article 8
of European Regulation 2020/852".
Other information
Report of the Board of Statutory Auditors 447
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.
As part of its duty to supervise compliance with the law and the Articles of
Association, 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 June 18, 2020 (“Taxonomy”) on the establishment of a
framework that identifies sustainable activities and their materiality.
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 Financial Reporting Manager 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 a specific piece of software, covers the internal
controls associated with the risks identified on the financial reporting and
the consequent assessment activities, with precise attributions of
responsibility, in compliance with the principle of accountability. The
accounting structure and the related procedures have been defined and
organised under the responsibility of the Financial Reporting Manager
Other information
Report of the Board of Statutory Auditors 448
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 2023 individual and consolidated
financial statements, which were submitted to the Board of Directors on
March 6, 2024. Consequently, with regard to the administrative-accounting
system of the subsidiaries, pursuant to Article 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 Financial Reporting Manager 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.
the Company’s annual financial statements and
With reference to
consolidated accounts for 2023,
the Board of Statutory Auditors
acknowledged the statements issued by the Chief Executive Officer and the
Financial Reporting Manager 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 2023 of the
administrative and accounting procedures for the preparation of the
financial statements and the consolidated financial statements.
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 Financial Reporting Manager, 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
Other information
Report of the Board of Statutory Auditors 449
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 2023 financial statements was conducted
consistently with the procedure approved by the Board of Directors on
February 14, 2024 and with the applicable IFRS standards, and structured
with various reference documents aimed at verifying the final results.
As a result of the impairment test process, it was not necessary to write
down the goodwill of the Domestic CGU (in the consolidated financial
statements for the year ended December 31, 2021, an impairment of 4,120
million euros was made; in the consolidated financial statements for the
year ended December 31, 2022, no write-down was made) or of the CGU
Brazil, while the write-down of the investment in Telecom Italia Sparkle
S.p.A. for 107 million euros was carried out in the separate financial
statements of TIM S.p.A. only.
For further details, please refer to the "Goodwill" Note to the TIM Group's
consolidated financial statements as at December 31, 2023 and to the
"Investments" Note to the separate financial statements as at December 31,
2023 of TIM S.p.A.
Following the protracted war between Ukraine and Russia and the start of
the Israeli-Palestinian conflict, the Board of Statutory Auditors carried out
during the 2023 financial year and in the first months of 2024, with
reference to the draft 2023 financial statements, some in-depth studies both
with the Company's structures and with the Auditor regarding the possible
effects on interest rates, exchange rates, energy costs, and the economy in
general.
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
Other information
Report of the Board of Statutory Auditors 450
The Board of Statutory Auditors, pursuant to Article 2403 of the Italian
Civil Code and Article 149 of the Consolidated Finance Act:
• believes that the instructions imparted by TIM to its subsidiaries,
pursuant to Article 114, subsection 2 of the Consolidated Finance
Act, 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 Article
15 of the Consob Market Regulations adopted by Resolution no.
20249 of December 28, 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 December 31, 2023, 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).
17. RELATIONS WITH SUPERVISORY AUTHORITIES
In addition, the Board of Statutory Auditors, in 2023 and early 2024, held
several meetings with Consob, at the Authority’s request.
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
Other information
Report of the Board of Statutory Auditors 451
Article 115 of the Consolidated Finance Act during the year 2023 and in the
early months of 2024 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 2023, 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 2023 financial year and the definition of the audit plan, the
scope of work, the materiality and the significant risks for 2023. The key
audit matters and the related corporate risks were discussed, and the
activities planned by the independent auditor were deemed adequate.
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 Article 150 of the Consolidated
Finance Act in order to exchange mutual information – did not report to the
Other information
Report of the Board of Statutory Auditors 452
Board of Statutory Auditors any reprehensible act or event or any
irregularity requiring the formulation of specific notifications pursuant to
Article 155 of the Consolidated Finance Act.
In compliance with that prescribed by Article 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 have been met for attesting to the
independence of the independent audit firm EY.
19. REPORTING ON THE ADHERENCE OR OTHERWISE OF THE COMPANY TO THE
CORPORATE GOVERNANCE CODE OF THE CORPORATE GOVERNANCE
COMMITTEES 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 March 6, 2024.
The Company adheres to the new Corporate Governance Code and adhered
to the previous Corporate Governance Code.
Other information
Report of the Board of Statutory Auditors 453
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.
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 March 6,
2024.
Out 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 February 14, 2024, 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
that the procedure had been implemented correctly.
Director Paola Sapienza holds the role of Lead Independent Director.
On February 14, 2024, the Board of Statutory Auditors also checked that
the requirements of integrity, professionalism and independence were met
by each Auditor, in accordance with Article 148, subsection 3 of the
Consolidated Finance Act 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
Other information
Report of the Board of Statutory Auditors 454
Ownership” for 2023, drafted by the Company pursuant to Article 123-bis
of the Consolidated Finance Act, 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
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
2023, the results of which are the subject of a specific presentation in the
Company’s “Report on Corporate Governance and Share Ownership 2023”
pursuant to Article 123-bis of the Consolidated Finance Act, 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 2023 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
Other information
Report of the Board of Statutory Auditors 455
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.
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 Consolidated Finance Act:
- 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 December 31, 2023, compliance
with the provisions of the ESEF Regulation, and ii) for the purposes
of
the Group’s
Sustainability Report for 2023, compliance with Regulation (EU)
no. 2020/852 of June 18, 2020 and its Delegated Regulations
(“Taxonomy Regulation”), also taking into account the related FAQs
published by the European Commission in December 2022;
the NFS, contained
the preparation of
in
- compliance with the principles of sound 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 July 15, 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 Article 3 of the CCII.
Other information
Report of the Board of Statutory Auditors 456
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.
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, reporting on 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, economic, financial and equity operations undertaken by
the Company. The Board of Statutory Auditors, on the basis of the
information available, can reasonably ensure that the transactions
approved and carried out during the reference period comply with
Other information
Report of the Board of Statutory Auditors 457
the law and the Articles of Association and are not manifestly
imprudent, or risky, or in conflict of interest, or in contrast with the
resolutions adopted by the Shareholders' Meeting, or such as to
compromise the integrity of the company's assets;
- received from the Supervisory Body, of which the Standing Auditor
Ms Anna Doro is a member, 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 Consolidated Finance Act. 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 Article 151 of the Consolidated Finance Act).
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 2023 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 Financial Reporting
Manager, 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 December 31, 2023 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.
The Board of Statutory Auditors has acknowledged that the Shareholders'
Meeting has been convened, in a manner consistent with the exceptional
provisions contained in Law Decree no. 18, of March 17, 2020, due
Other information
Report of the Board of Statutory Auditors 458
extension pursuant to Article 3, subsection 12-duodecies, of Decree-Law
No. 215, of December 30, 2023 (so-called Milleproroghe Decree),
converted, with amendments, by Law No. 18, of February 23, 2024.
Milan, March 26, 2024
The Board of Statutory Auditors
The Chairman
Mr. Francesco Fallacara
Other information
Report of the Board of Statutory Auditors 459
MOTIONS FOR RESOLUTIONS
TIM S.p.A. shareholders' meeting of April 23,
2024 (single call)
Agenda
Ordinary session
1. Financial statements as at December 31, 2023 – Approval of financial statement documentation - Coverage of
the operating loss
2. Report on the remuneration policy and compensation paid:
2.1 Approval of the first section (remuneration policy for 2024)
2.2 Non-binding vote on the second section (compensation paid in 2023)
3. Appointment of the Board of Directors:
3.1 Determination of the number of members of the Board of Directors
3.2 Determination of the term of office of the Board of Directors
3.3 Appointment of Directors
3.4 Determination of the compensation of the Board of Directors
4. Appointment of the Board of Statutory Auditors:
4.1 Appointment of Standing and Alternate Auditors
4.2 Appointment of the Chairman of the Board of Statutory Auditors
4.3 Determination of compensation
5. Adoption of amendments to the 2022-2024 Stock Option Plan - Related and consequent resolutions
Extraordinary session
6. Utilization of part of the legal reserve to cover the loss for the year - Exclusion of the obligation for subsequent
replenishment in relation to the tax suspension restriction
1. Financial statements as at December 31, 2023 – Approval of
the
financial statement documentation - Coverage of
operating loss
Dear Shareholders,
The 2023 draft financial statements submitted for the approval of the Shareholders’ Meeting show a net loss of
995,364,447.83 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
utilization of the Additional paid-in capital and the and withdrawal of 419,691,100.41 euros from the Legal
reserve, as described 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 2023 financial statements of TIM S.p.A.;
to cover the loss for the year of TIM S.p.A. (equal to 995,364,447.83 euros):
•
•
for 575,673,347.42 euros through full use of the Paid-in capital;
for 419,691,100.41 euros through use of the Legal reserve.
Other information
Motions for resolutions 460
2. Report on the remuneration policy and compensation paid:
2.1 Approval of the first section (remuneration policy for 2024)
2.2 Non-binding vote on the second section (compensation
paid in 2023)
Dear Shareholders,
the Report on the remuneration policy for financial year 2024 and the remuneration paid in financial year 2023
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;
the second presents the items that make up the remuneration of the persons mentioned above, with an
analytical illustration of the remuneration paid in 2023 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.
3. Appointment of the Board of Directors:
3.1 Determination of the number of members of the Board of
Directors
3.2 Determination of the term of office of the Board of
Directors
3.3 Appointment of Directors
3.4 Determination of the compensation of the Board of
Directors
Dear Shareholders,
The term of office of the Board of Directors appointed at the Shareholders' Meeting of March 31, 2021 shall end
upon approval of the financial statements for the year ending December 31, 2023.
To reappoint the Board of Directors, the Shareholders’ Meeting is asked to:
■ set the number of members of the Board of Directors, within the limits laid down in the Bylaws (between 7
and 19 members),
■ appoint the members in accordance with the procedure laid down in the Bylaws (list voting);
■ set the duration of the Board of Directors, up to a maximum of three financial years;
■ set the compensation.
Other information
Motions for resolutions 461
With various proposals having been formulated, a document entitled “Guidance to TIM shareholders on the
composition of the Board of Directors” has been published (available at www.gruppotim.it/assemblea) which
contains a summary of the applicable rules and a series of considerations by the outgoing Board of Directors
on the optimal qualitative and quantitative composition of the body. You are invited to view this document.
With a view to its reappointment – and as disclosed to the general public – the outgoing Board of Directors
also chose to formulate its own proposals and its own list in accordance with a dedicated procedure which can
be viewed at www.gruppotim.it/assemblea. Together with its list and ancillary proposals, the Board will also
file a report on its completed inquiry process. Likewise, the Board recommends that shareholders accompany
the lists and proposals they intend to submit with adequate reasons to support their choices.
The list submitted by the Board will compete with those submitted by the shareholders. Where it is then
necessary to integrate the Board of Directors according to the statutory majorities (absolute majority of the
capital present at the meeting), a vote will be taken on the proposal to appoint unelected candidates included
in the published lists, beginning with the list that obtained the most votes and in the order in which candidates
are listed, in so many as are necessary for the composition of the body to comply with the gender balance
requirement. Once the composition of the Board of Directors is complete, non-elected candidates from any
other lists shall not be appointed.
With regard to ancillary proposals (concerning the number, duration and compensation of Directors), the
Board’s proposals will be put to a vote first and, only if not approved by the Shareholders' Meeting, any
shareholders’ proposals will be considered, beginning with the proposal submitted by the shareholders
representing the largest share of capital. Once a proposal has been approved, no vote shall then be taken on
any alternative proposals.
Therefore, with a view to the Shareholders' Meeting of April 23, 2024, the outgoing Board of Directors of TIM
S.p.A.:
■ hereby recommends that shareholders:
•
•
promptly exercise their rights to stand as candidate for the office of Director of the Company under law
and the Bylaws, should they so wish;
submit, together with the lists if deemed appropriate, substantiated proposals concerning the number
of Board members, their term of office and their compensation.
The Board of Directors also recommends that candidates provide a photo and a copy of an identity
document and that they authorize the publication of their curriculum vitae on the Company's website,
which should not include any details they do not wish to be disclosed;
■
invites shareholders to vote, in due time, on the published ancillary proposals and to make their selection
from the lists presented in accordance with the provisions of the Bylaws.
4. Appointment of the Board of Statutory Auditors:
4.1 Appointment of Standing and Alternate Auditors
4.2 Appointment of the Chairman of the Board of Statutory
Auditors
4.3 Determination of compensation
Dear Shareholders,
The term of office of the Board of Statutory Auditors appointed at the Shareholders' Meeting of March 31, 2021
shall end upon approval of the financial statements for the year ending December 31, 2023.
To reappoint the Board of Statutory Auditors, the Shareholders’ Meeting is asked to:
■ appoint five Standing Auditors and four Alternate Auditors,
■ appoint the Chairman of the Board of Statutory Auditors from among the Auditors elected by the minority,
and
■ set the annual compensation for the discharge of office.
This matter is devolved to the shareholders for proposal, with the Board of Directors merely convening the
meeting and providing the information and recommendations below. It should be noted that the term of office
is legally set at three financial years - that is, until the Shareholders' Meeting called to approve the financial
statements for the year ending December 31, 2026.
Appointment of Standing and Alternate Auditors
The Bylaws provide that five Standing Auditors (two of whom are of the least represented gender) and four
Alternate Auditors (two of each gender) shall be appointed. At least two Statutory Auditors and one Alternate
Auditor must be chosen from among those enrolled in the register of statutory auditors and who have
practised as statutory auditors for a period of not less than three years. The remaining Statutory Auditors
(standing and alternate) must have at least three years' experience in the exercise of:
■ administration or control activities or management tasks in companies with a share capital of not less than
2 million euros, or
■ professional activities or tenured university teaching in legal, economic, financial, technical or scientific
subjects closely related to the company's activities, or
Other information
Motions for resolutions 462
■ managerial roles in public bodies or public administrations which operate in the credit, financial or
insurance sectors, or in sectors closely related to that of the company's activities.
According to the Bylaws, the sectors and subjects considered to be closely related to that of the Company are
telecommunications, information technology, telematics, electronics and multimedia, and subjects relating to
private and administrative law, economics and those relating to business organization. Also as regards
requirements, the independence requirement as regulated by the applicable regulatory framework shall also
be subject to the criteria set forth in the Corporate Governance Code for companies with shares listed on the
electronic share market managed by Borsa Italiana, to which TIM adheres. Finally, in view of the Company’s
business, the members of the Board of Statutory Auditors should individually meet the requirements for
concluding contracts with public administrations and carrying out activities under authorization.
Reappointment shall take place on a list basis. Lists shall be divided into two sections: one for the office of
Standing Auditor and one for the office of Alternate Auditor. The first candidate in each section shall be
selected from among the independent auditors entered in the appropriate register who have worked on
external audits for at least three years. In each section, when the number of candidates is greater than or
equal to three, it must be ensured that both genders are present, in such a way that candidates of the less
represented gender are at least one third of the total, rounding any fractions up to the whole number.
Lists may be presented by March 29, 2024 by shareholders who, alone or jointly with others, have an overall
shareholding representing at least 0.5% of share capital and with the right to vote at ordinary Shareholders’
Meetings. If only one (or no) list has been validly submitted on that date, or if lists have only been submitted by
connected shareholders, the deadline for submission shall be postponed to April 1, 2024, and the entitlement
threshold shall be halved to 0.25%. In either case, the Company must receive notices of entitlement from
intermediaries by April 2, 2021.
Each shareholder may only participate in one presented list, in which they must provide information on their
identity, their total percentage shareholding held, and any relationship (including indirect) with the relative
majority shareholder. Together with the list, each candidate must submit their acceptance of their
candidature, certification that they meet the requirements (and comply with the limitation on offices set forth
in the Consob regulations) and their curriculum vitae.
At the Shareholders’ Meeting:
■
■
three Statutory Auditors and two Alternate Auditors shall be selected from the list that gains the most
votes (“majority list”), in the order in which they are listed;
two Standing Auditors and two Alternate Auditors shall be selected from the remaining lists (“minority
lists”) by allocating the candidates a quotient obtained by dividing the obtained number of list votes by one
and two, according on their listed order, and selecting the candidates with the highest quotients for the
offices of Standing Auditor and Alternate Auditor.
If the gender balance requirements are not met, the last candidate elected from the majority list who is of the
most represented gender shall be replaced by the first non-elected candidate from the same list who is of the
least represented gender. If the majority list does not present enough candidates of the least represented
gender, the Shareholders' Meeting shall add further members to the corporate body, by absolute majority vote
according to the share capital represented at the meeting, until this requirement is met. To this end – and
whenever a statutory majority resolution is required to supplement the members of the Board of Statutory
Auditors – the appointment of the non-elected candidates included in the duly published lists shall be put to a
vote, beginning with the list that gained the most votes and in the order in which they are listed, until the
number of members required for the body to comply with the gender balance requirement is met.
Appointment of the Chairman of the Board of Statutory Auditors
The list voting mechanism is aims, under law, to ensure the election of Statutory Auditors “non-controlling
shareholders unconnected, even indirectly, to the shareholders who submitted or voted for the list that
achieved the most votes” (Article 148 of Legislative Decree No. 58/1998). The law also provides that the
Chairman of the Board of Statutory Auditors must be appointed by the Shareholders' Meeting from among the
Standing Auditors “elected by the minority'”, which the Bylaws interpret to mean Standing Auditors drawn
from minority lists.
To this end, shareholders are invited to expressly indicate their candidate for the office of Chairman of the
Board of Statutory Auditors in case their list turn out to be a “minority list”.
The Shareholders’ Meeting takes resolutions by absolute majority of the capital represented at the meeting. In
the event of several valid proposals, the first shareholder proposal put to the vote shall be that which received
the most votes. Once a proposal has been approved, no vote shall then be taken on any alternative proposals.
Determination of compensation
The annual compensation of Statutory Auditors shall be set at the Shareholders' Meeting for the entire term of
office, by absolute majority of the capital represented at the meeting. In the event of several valid proposals,
the first proposal put to a vote shall be that formulated by the shareholders with the most shares. Once a
proposal has been approved, no vote shall then be taken on any alternative proposals.
Together with the list, shareholders are invited to submit a compensation proposal, which in practice should
distinguish between the compensation of the Chairman and the compensation of the remaining Statutory
Auditors. In this regard, it is hereby brought to attention that one Statutory Auditor shall be called upon to be a
member of the Company's supervisory body provided for by the organizational model adopted by TIM
pursuant to Legislative Decree No. 231/2001, effective as of April 1, 2020. When formulating compensation
proposals, it is therefore recommended that, in addition to the “basic” compensation to be paid to the
Chairman of the Board of Statutory and to each of the other Statutory Auditors, additional compensation
should be set for the Statutory Auditor who will be vested with this role.
For informative purposes only, it should be noted that the compensation of the outgoing Board of Statutory
Auditors was set by the Shareholders' Meeting of March 31, 2021 (in continuity with the previous term) at
95,000 euros gross per annum for each Standing Auditor and 135,000 euros gross per annum for the Chairman
Other information
Motions for resolutions 463
of the Board of Statutory Auditors. The Shareholders' Meeting also set the additional compensation for the
Statutory Auditor who will serve as a member of the Company's supervisory board at 15,000 euros.
Therefore, with a view to the Shareholders' Meeting to reappoint the Board of Statutory Auditors, the Board of
Directors of TIM S.p.A.
■ hereby recommends that shareholders:
•
•
promptly exercise their rights to stand as candidate for the office of Statutory Auditors of the Company
under law and the Bylaws, should they so wish;
submit ancillary proposals, together with the lists, for the role of Chairman and concerning the
compensation of members.
The Board of Directors also recommends that candidates provide a photo and a copy of an identity
document and that they authorize the publication of their curriculum vitae on the Company's website,
which should not include any details they do not wish to be disclosed;
■
invites shareholders to make their selection from the lists to be presented in accordance with the
provisions of the Bylaws and to vote on the ancillary proposals published.
5. Adoption of amendments to the 2022-2024 Stock Option Plan -
Related and consequent resolutions
Dear Shareholders,
On March 31, 2022, the Shareholders' Meeting approved, pursuant to Article 114-bis of Legislative Decree no.
58 of February 24, 1998 (the 'Consolidated Law on Finance'), the Stock Option Plan 2022-2024 (the 'Plan')
aimed at a portion of the Group's management (including the Chief Executive Officer and Key Managers with
Strategic Responsibilities of the Company), with the aim of promoting the value of the persons who occupy key
organizational positions in the Company's business or who are deemed deserving of incentives and retention
on the basis of management considerations on the growth in the share value through the assignment of
options (the "Options") for the subscription or purchase of Telecom Italia ordinary shares (the "Shares") at the
price of Euro 0.424 per share 23(the "Strike Price").
The object of the Plan is a maximum of 257,763,000 Options, free of charge and non-transferable, which grant
the beneficiaries, at the end of the Vesting Period24, the right to subscribe or purchase an equal number of
Shares, at the Strike Price.
The details of the Plan approved by the Shareholders' Meeting, described in the information document
(hereinafter the "Information Document", available at www.gruppotim.it/assemblea) prepared pursuant to
Article 84-bis of the Regulations adopted by Consob Resolution no. 11971 of May 14, 1999 (the "Issuers'
Regulations") and Scheme no. 7 set forth in the related Schedule 3A, were transfused into the appropriate
regulation (the "Plan Regulations") that was defined by the Board of Directors, upon the proposal of the
Nomination and Remuneration Committee, on May 4, 2022, in order to implement the Plan and proceed with
the allocation of the Options to the beneficiaries.
While referring to the description contained in the Information Document for the characteristics and contents
of the Plan, it should be noted that during the engagement meetings held with the Company's principal equity
investors and proxy advisors, critical considerations were expressed on some specific aspects of the Plan that
were deemed not to be in line with the guidelines published by the same parties.
With a view to continuous improvement and listening to the suggestions that have emerged from the dialogue
with stakeholders, also in view of the failure of the Shareholders' Meeting of April 20, 2023 to approve the
remuneration policy for 2023, the Company's Board of Directors – after preliminary investigation by the
Nomination and Remuneration Committee – deemed it appropriate to propose to the Shareholders' Meeting to
make a significant amendment to the Plan, aimed at significantly reducing the maximum payout achievable
by beneficiaries. In particular, it is proposed to amend the definition of "Maximum Benefit" contained in the
Information Document and in the Plan Regulations, currently represented by "The gain that can be realized in
the event of the sale of a number of Shares corresponding to the quantity of Options at target for CEO and
Beneficiaries of each band, at the conventional price of Euro 1.50 per Share, against purchase at the Strike Price"
(unchanged) of Euro 0.424, significantly reducing the "conventional price" (so called "cap") from Euro 1.50
(which represents more than 5 times the current price of Telecom Italia ordinary shares and corresponds to an
overall capitalization of ordinary shares of about 22.8 billion euros, compared to about 4.3 billion euros at the
date of approval of this report) to Euro 0.80 per Share. It should be noted that, due to the operation of the
stock options and by virtue of the strike price (as mentioned, Euro 0.424), the 47% reduction in the
'conventional price' implies a 65% reduction in the maximum payout to target.
The adoption of this amendment will therefore result in a reduction of the maximum target payout for the
CEO from 25,824,000 euros to 9,024,000 euros and for first-tier beneficiaries from 6,725,000 euros to 2,350,000
euros.
In order to follow up on what emerged at the aforementioned engagement meetings concerning the forecasts
in the event of a change of control, it is also proposed to eliminate the possibility – indicated in the Information
Document and in the Plan Regulations – " for the Board of Directors to resolve on the acceleration of the
Vesting (and the immediate exercisability) of the Options at target, in the event of a public offer on the
Shares", providing instead, as per market practice, only the mechanism according to which if "as a result of a
public offer, a party were to acquire legal control of the Company, the acceleration of the Vesting (with
23 Amount corresponding to the weighted average official listing price of the Company's ordinary share and savings share on
the electronic stock market organized and managed by Borsa Italiana S.p.A. in the quarter December 2021-February 2022.
24 “Vesting period”: the period of time from January 1, 2022 until December 31, 2024, consisting of 9 (nine) quarters.
Other information
Motions for resolutions 464
immediate exercisability of the Options at target) would be automatically determined" (the so-called "double
trigger"), as already indicated in the Information Document and in the Plan Regulations.
It should be noted that, in view of the Board's approval of the aforesaid proposed amendments to the Plan, the
prior consent to their application was obtained from the Chief Executive Officer and General Manager, as well
as from the Key Managers with Strategic Responsibilities, who, in the aggregate, are the target recipients of a
number of Options amounting to 86,500,000 (corresponding to 38.4% of the Options allocated under the Plan).
Following the approval of the amendments by the Shareholders' Meeting, the beneficiaries, other than the
Chief Executive Officer and General Manager and the Key Managers with Strategic Responsibilities, who have
not yet consented to the amendments covered in this report will be asked to accept the new version of the
Plan and the Plan Regulations, so that it can also be applied to them. It should be noted that with respect to
beneficiaries who do not give their consent within the aforementioned time limits, the amendments under
consideration will not apply and the current provisions of the Plan will continue to take effect.
In referring to the information document prepared to reflect the changes to the Plan described above, the
Board of Directors submits the following proposed resolution for your approval:
The Shareholders’ Meeting of TIM S.p.A.,
■ having examined the illustrative report of the Board of Directors prepared pursuant to Articles 125-ter and
114-bis of Legislative Decree no. 58 of February 24, 1998,
■ having regard to the information document prepared in accordance with Article 84-bis of the Regulation
adopted by Consob Resolution no. 11917/1999, which reflects the changes set forth in the aforementioned
report and the manner in which they are implemented,
resolved
■
■
to approve the amendments to the 2022-2024 Stock Option Plan, in the terms described in the report of
the Board of Directors and resulting from the information document prepared pursuant to the applicable
regulations;
to vest the Board of Directors with all the powers necessary or appropriate to implement the above
resolution and the amendments envisaged therein, including that of amending the Plan Regulations and
any other documentation accompanying the same accordingly, leaving all the remaining provisions
unchanged and notifying all the beneficiaries thereof.
6. Utilization of part of the legal reserve to cover the loss for the
year - Exclusion of the obligation for subsequent replenishment
in relation to the tax suspension restriction
Dear Shareholders,
It has been put to the Ordinary Shareholders' Meeting that the loss for the year 2023 be covered through full
utilization of the Additional paid-in capital and the withdrawal of 419,691,100.41 euros from the Legal reserve.
It bears noting that the legal reserve is subject to tax suspension up to the amount of 1,834,666,727.25 euros, of
which:
(i) in the amount of 468,944,256.66 euros pursuant to Law No. 72/1983,
(ii) in the amount of 716,378,104.85 euros pursuant to Law 342/2000, and
(iii) in the amount of 649,344,365.75 euros pursuant to Law No. 413/1991.
Insofar as it may be necessary, it is proposed to reduce the Legal reserve by 419,691,100.41 euros by
withdrawing that amount, which should be understood to be definitive and exclusive of any obligation to
subsequently replenish with future profits in relation with the tax suspension restriction. On this point, the
Shareholders are called upon to pass resolution in extraordinary session, pursuant to Article 6(2) of Law No. 72
of March 19, 1983, insofar as this provision is applicable.
However, the obligation to replenish the legal reserve until it has reached one-fifth of share capital pursuant to
Article 2430 of the Civil Code remains unaffected.
In view of the above, the Board of Directors submits for your approval the following proposal
The Extraordinary Shareholders' Meeting of TIM S.p.A.,
■ having regard to the resolution to cover the loss for the year 2023 for a total amount of 995,364,447.83
euros by utilizing reserves partly subject to tax suspension;
resolved
to reduce the corresponding equity items permanently, exclusive of their subsequent replenishment, without
prejudice to the provisions of Article 2430 of the Civil Code.
Other information
Motions for resolutions 465
GLOSSARY
The following explanations are not intended as technical definitions, but are to support the reader in
understanding some of the terms used in this Annual Report.
2G (Second-Generation Mobile System)
Second-generation digital mobile systems, including GSM, D-AMPS (TDMA) and CDMA. 2G networks are
currently used throughout Europe and in other parts of the world. These protocols support voice services,
limited data communication, and ancillary services such as fax and SMS.
3G (Third-Generation Mobile System)
The third-generation mobile system is designed to provide high-speed and continuous-access data services
and higher-capacity voice services. 3G technology enables the transfer of traditional personal communication
services (telephony, messaging) and data (such as downloading online information, email exchange and
instant messaging). The high data speeds (measured in Mbps) are significantly higher than 2G and allow video-
viewing and high speed internet access on mobiles. 3G technology standards include UMTS, which is based on
WCDMA technology (the two terms are often used interchangeably), and CDMA2000. TIM switched off its 3G
system in 2023.
3GPP (Third-Generation Partnership Project)
The 3rd Generation Partnership Project (3GPP) brings together seven telecommunications standards
organizations (ARIB, ATIS, CCSA, ETSI, TSDSI, TTA, TTC), known as “Organizational Partners”, to provide their
members with a stable environment to produce the reports and specifications defining 3GPP technologies.
3GPP specifications cover cellular telecommunications technologies, including radio access, core network, and
service capabilities, which provide a complete description of the mobile telecommunications system.
3GSO (Third Generation Switch Off)
The switch-off of the 3G system, which has already been carried out by various operators around the world.
TIM did so in 2023. The frequencies used have been made available to the newest systems to ensure greater
coverage and capacity, while at the same time respecting electromagnetic limits.
4G (Fourth-Generation Mobile System)
Fourth-generation mobile systems are designed to provide a variety of devices, such as laptops with wireless
modems, smartphones, tablets and other mobile devices, with all previous services plus ultra-broadband
mobile internet access. Current and potential applications include web access, IP telephony, games, high-
definition TV, video conferencing, Internet of Things, and cloud computing applications. 4G standards include
LTE and LTE-A (LTE-Advanced) systems. LTE enables a download transmission speed of up to 150 Mbit/s per
cell (on 20 MHz bandwidth) with greatly improved latency values; LTE enables services highly interactive
services (e.g. gaming, videoconferencing). The upgrade to LTE, which is called “LTE Advanced” and is already
in use, allows for even greater transmission speeds.
4K or UHD (Ultra High Definition)
4K, also known as Ultra HD (a name coined by the Blu-ray Disc Association), is a digital television, digital
cinema and computer graphics resolution standard. 4K refers to a television resolution of 3,840 x 2,160 pixels.
This is four times the resolution of a Full-HD television; The higher pixel density produces a clearer, cleaner,
and better-defined image, with greater detail and texture. This will be followed by 8K, which will be 4 times
higher.
5G (Fifth-Generation Mobile System)
The term 5G indicates the set of fifth-generation mobile technology standards that are significantly more
evolved than 4G/IMT-Advanced technology. Its global distribution began in 2019. The main characteristics of
the 5G network are:
■ higher bit-rates on larger bandwidths than previous systems (capacities up to tens of Gbit/s on hundreds of
MHz) to ensure higher-quality performance for innovative services such as Virtual Reality, Industry 4.0 etc;
■ very low latency, in the order of milliseconds;
■ ability to simultaneously connect hundreds of thousands of objects within the Internet of Things: from
wearable technologies to automatic traffic control systems, from assisted vehicle driving to home
automation.
■ ability to connect from high-speed moving vehicles.
5G Core
This is the core segment of 5G networks, which is designed to be cloud-native. The interaction paradigm
between its components (Network Function) is based on service exposure in a similar way to what happens for
Web Services. The new 5G Core also introduces new orchestration capabilities and new features such as
Network Slicing, support for edge computing and the service exposure to third parties.
5G NR (5G New Radio)
The new 5G radio access technology (RAT) ensures better performance. See 5G SA and 5GNSA.
5G NSA (5G Non-Stand-Alone)
5G NonStand-Alone (NSA). Non-Stand-Alone (NSA) mode refers to a 5G NR deployment option in which NR
works collaboratively with LTE access.
Other information
Glossary 466
5G SA (5G Standalone)
5G standalone (SA). Standalone mode (SA) refers to a 5G deployment option based on a single 5G radio access
technology (i.e. NR or LTE), without cooperation with a second access technology, connected to a 5G Core
Network.
Access Charge
Amount charged by national operators for the use of their network by operators of other networks, also known
as an “interconnection fee”.
ABR (Adaptive Bitrate) Streaming
Adaptive bitrate streaming or ABR streaming, sometimes abbreviated as 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 of shares on the New York Stock Exchange (NYSE).
ADSL (Asymmetric Digital Subscriber Line)
Technology which, via a modem, transforms traditional wire-pair telephone lines into a high-speed digital
connection line for the transfer of multimedia data. ADSL is used to achieve asymmetric broadband
transmission.
Availability (or Reliability) (A)
The probability of an object performing a required function under certain operating conditions and at a given
instant of time.
AGCOM (Italian Communications Authority)
Agile
In software engineering, “agile” mode (or agile software development) refers to a set of software development
methods that are opposed to traditional models such as waterfall models; Agile methods propose a less
structured approach aimed at delivering working, quality software to the customer quickly and frequently. The
practices promoted by agile methods, now generally referring to the Project Management of not exclusively
software products, include the formation of small, multi-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.
AON (Active Optical Network)
An optical distribution network based on active devices. This was used for the first optical networks in the
2000s and then replaced by PON.
API (Application Programming Interface)
APIs (Application Programming Interfaces) are programming interfaces consisting of software libraries
available for a given programming language, which are used to interact with other programs and extend
platform functionality, making them interoperable and open to different implementations.
AR (Augmented Reality)
The reality that surrounds us, enriched with additional content such as images, videos, 3D models, and so on,
viewed through mobile devices.
ASN (Autonomous System Number)
ASN is a globally available unique identifier that allows an autonomous system to exchange routing
information with other systems.
White / Gray / Black Areas
The distinction between white, gray and black areas is important for assessing State aid supporting the
development of ultra broadband networks and the compatibility of the aid with Community legislation. This
classification is contained in the European Union Guidelines:
■ White areas are areas without ultra broadband networks, where private investors do not intend to invest in
the next three years;
■ Gray areas are areas where an ultra broadband network is present or will be developed in the next three
years by a single private operator;
■ Black areas are areas where at least two ultra Broadband networks of different operators are present or
will be developed over the next three years.
Other information
Glossary 467
ATM (Asynchronous Transfer Mode)
The network protocol through which data is transferred by encapsulating data in units, called cells, of fixed
length (53 bytes) instead of in variable-length packets as is the case in packet-switching networks.
Avatar
The digital representation of a person which, in XR, allows them to interact with the environment and with
other people.
Automation
Automation identifies technologies which automatically manage equipment, systems and processes, reducing
the need for human intervention and facilitating network setup and operation activities.
Broadband
This comprises network technologies that allow a transmission speed of at least 2 Mbit/s to be achieved. These
speeds are made available both on the fixed copper network, starting with ADSL technology, and on the
mobile network starting with 3G systems. Broadband services include both data and voice services. Data
services include fast Internet access, the ability to download audio and video files, point-to-point and multi-
point interactive video services (video call and video conference), video on demand and (download and
streaming) television programs.
Ultra Broadband
This comprises all network technologies enabling connectivity to be offered from 30 Mbit/s to Gbit/s. The
definition is linked to the characteristics of the fixed and mobile access network. By increasing capacity and
speed, ultra broadband allows users to access the content available on the network more quickly (and from
several users at the same time) and to take advantage of video services up to ultra HD quality and interactive
gaming.
■ Fixed Ultra Broadband: comprises optical fiber access technologies, known as FTTx.
■ Mobile Ultra Broadband: refers to the use of the HSPA mobile network (evolution of the 3G network), LTE
and its upgrades, and the 5G network.
Backhauling
The interface between the radio access node and the core network.
Backbone
The backbone is the part of the telecommunications network that supports long-distance connections, which
aggregate large amounts of traffic and from which the branches of the network necessary to serve certain
local areas extend.
Big Data
Big data is a term used to describe the set of technologies and methods for analysing mass data. The term
indicates the ability to extrapolate, analyze and interrelate an enormous amount of heterogeneous, structured
and unstructured data to discover the links between different phenomena and predict future ones.
Bitstream Access
A wholesale interconnection service that consists in the supply by the dominant telecommunications operator
(the
incumbent) of the access transmission capacity between an end customer's station and an
interconnection point of another OLO operator.
Blockchain
Blockchain is an innovative data and information structuring technology with network sharing; a blockchain
system is similar to a distributed database or virtual register, structured as a chain of blocks (hence the term
blockchain) containing transactions; the blockchain is validated by a consensus mechanism distributed on all
the nodes of the network participating in the chain. The main characteristics of blockchains are the
immutability of the chain, the traceability of transactions and security based on advanced cryptographic
techniques that are robust to cyberattacks. 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 referred to as BNG, this is a device that manages fixed broadband users’ access sessions or authenticates
users, acts as a termination of logical connections originated by user devices, produces taxation data, and can
apply management rules (policies) and techniques for QoS.
Broadcast
Simultaneous transmission of information and content to all nodes or devices of a network.
BSC (Base Station Controller)
A 2G radio access network control node and an interface with the MSC switching system. The BSC supervises
and controlling radio resources both during call or data connection and during the call or data maintenance
phase.
Other information
Glossary 468
BSS (Business Support System)
The system used by network operators to manage business processes such as invoicing, sales management,
customer service management and customer databases.
BTS (Base Transceiver Station)
A base radio station that transmits and receives GSM radio signals through appropriate antennas, providing
coverage in an area organized in one or more “cells” through one or more radio transmitters (TRX). Commonly
known as a “repeater”, in reality it does not “repeat” any signal as would be the case of radio bridges, but
generates the signal and transmits it in ether. BTS also encrypts GSM communications.
Bundle
A commercial offer characterized by several telecommunications services (e.g. telephony, broadband internet
access, television services over IP protocol, others) being jointly proposed by an operator with a single
commercial brand. A Dual Play bundle refers to when the bundle combines a fixed telephone service and
broadband internet access; A Triple Play bundle is where the Dual Play bundle is integrated with IP protocol
television content (IPTV); A Quadruple Play bundle is where integrated mobile phone services are added to the
Triple Play bundle.
Bypass
Unlike COLT, these are circuits currently devoid of active equipment for collecting NGAN customers, which in
long-term plans may be abandoned (after migrating the legacy customers collected there).
CaaS (Container as a Service)
In a Cloud CaaS offer, a consumer flexibly and dynamically acquires an environment (typically based on
Kubernates technology) in which containers can be developed, from a Cloud Provider. The CaaS environment
manages the container lifecycle and the related scaling-up and upgrade needs in line with shared policies
Caching
The caching of web content (videos, HTML pages, images, etc.) is a technology that reduces bandwidth usage
and the time spent accessing content. A cache stores copies of documents requested by users in locations
closer to them than the original sites, so that subsequent requests can be fulfilled by the cache itself, under
suitable conditions. The enabling technology can be open and standards-based (Open Caching) or on a
proprietary and closed approach (Alien Caching)
Channel
A communication route that connects a source to one or more destinations using transmission media and
electrical, electromagnetic, optical or other signals.
Carrier
A telecommunications operator that provides a transportation service for communication services through its
own network.
Carrier Aggregation
Technique for aggregating multiple radio carriers and consequently increasing the transmission speed on a
wireless network.
CAS (Conditional Access Systems)
Conditional access systems are used by content providers, such as pay-TV operators, to ensure that only
subscribers' devices that meet certain conditions can access protected content. Conditional access systems
work by encrypting digital transport streams (pay-TV content) and sending permissions 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 release 13 of
the LTE standard. The technology is complementary to NB IOT, with upload and download speeds faster than
1 Mbps and lower latency of 10 to 15 ms.
CCA (Current Cost Accounting)
With a current cost accounting (CCA) approach, the manager's asset base has been annualized based on the
gross replacement cost of the assets. CCA belongs to the family of constant annualization methods in which
amortization rate is stable and the cost of capital decreases over time, with a consequent reduction in income.
However, unlike accounting at historical cost, the annualization of amortization is adjusted based on price
changes of the assets under consideration due to technical progress and general price changes (inflation).
CDMA (Code Division Multiple Access)
CDMA is a multiple access technology used in radio communications. The first CDMA-based radio systems
were developed by Qualcomm, and introduced commercially in 1995. It enables the same channel to be used
simultaneously to transmit multiple signals, each of which is modulated through an appropriate code to
distinguish one message from another.
CDN (Content Delivery Network)
Content delivery networks are content distribution systems (particularly bandwidth-intensive multimedia
content, such as IPTV) managed by a Service Provider for the provision of audio and video streaming services,
offering better quality to customers.
Other information
Glossary 469
CDP (Carbon Disclosure Project)
An international initiative that encourages companies to focus on managing climate change risks and
opportunities.
Cell
A geographical area covered by a radio station.
EMF (Electromagnetic Field exposure limits)
Electromagnetic fields are present everywhere and are produced both from natural sources (storms, terrestrial
magnetism) and from anthropogenic origins such as power lines, TV stations, mobile radio stations and
microwave ovens. Their effects on the human body depend on their frequency. For radio frequency fields such
as those produced by radio base stations and mobile devices, the greatest biological effect is the heating of
body tissues. The current position of the scientific community, as expressed by the World Health Organization,
is that while exposure to high levels of EMFs is harmful to health, it is not proven that prolonged exposure to
low levels of EMFs can be harmful.
The definition of which levels are low enough not to be harmful is left to individual countries, even though
guidelines have been defined by the International Commission on Non-Ionizing Radiation Protection (ICNIRP).
As far as Italy is concerned, the exposure limit is 20 V/m; an “attention threshold” of 6 V/m, averaged over 24
hours, is also defined for homes, schools, playgrounds and all places where individuals stay for more than 4
hours a day.
Central Office
A Central Office is a building from which the copper or fiber lines that form the access network and which
reach customers originate. It houses equipment for telephone services (Line Phase in TIM terminology), for
broadband data services (DSLAM) and potentially for ultra broadband services (OLT). Some Central Offices
also host higher-ranking devices (SGU for telephony, routers for data services), in which case they also collect
the other COs that do not have them.
Central Unit (CU)
A logical node housing PDCP, RRC and SDAP protocols and other control functions based on a higher layer
functional split.
CI/CD (Continuous Integration/Continuous Delivery)
In software engineering, CI/CD or CICD are the combined practices of continuous integration (CI) and (more
often) continuous delivery or (less often) continuous distribution. CI/CD bridges the gap between teams and
their development and operational activities by applying automation to the creation, testing, and deployment
of applications.
Closed User Group
A group of users that can send or receive communication services only within the same group, to which
dedicated rates can be applied.
Cloud
Cloud is an abbreviation of “Cloud Computing”, which refers to a model of network use of IT resources (for
example networks, servers, memory, applications and services); in the Cloud, the end customer (or consumer)
is allowed broad, easy and on-demand access to a shared and configurable set of resources that can be
acquired and released quickly and with minimal management effort or interaction with the service provider.
The Cloud model has five essential characteristics: 1) Self-Service on the customer's request, 2) extensive
network access, 3) resource sharing, 4) resilience/automation in resource requests, 5) certified SLAs, three
service modes (see SaaS, PaaS and IaaS) and four distribution/deployment models (private, public, hybrid
cloud and through communities).
Cloud Continuum
A cloud composed of centralized edge-distributed presence points which constitute a single cloud
infrastructure.
Hybrid Cloud
A cloud solution consisting of private and public resources.
Native Cloud
A native cloud refers to an application-building approach which allows for the full use of the cloud paradigm
(see Cloud).
CNI (Cloud Native Infrastructure)
CNI is the set of hardware and software that runs and supports Cloud Native applications.
CNF (Cloud Native Function)
A virtualized network function on commercial off-the-shelf (COTS) hardware, hosted on Telco Data Center or
Public Cloud, with flexible and dynamic capacity, use of Containers and Micro Services, and automated LCM.
ONC (Optical Nodal Center)
This is the flexibility point in PON architecture and separates the primary optical network from the secondary
optical network. The ONC houses the optical splitters connected to the passive fiber optic network.
Other information
Glossary 470
Cogeneration
Cogeneration is the joint production of electrical (or mechanical) energy and useful heat from the same
primary source. Cogeneration (using the same fuel for two different uses) is aimed at a more efficient use of
primary energy, with relative economic savings, especially in production processes where there is a strong
contemporaneity between electrical and thermal sampling.
Cognitive Computing
An advanced artificial intelligence system in which machines have parts of the typical functions of a human
brain. The technologies that make up cognitive computing are capable of processing enormous amounts of
information, learning autonomously, interacting in human language and reproducing human thought
patterns.
COLT (Central Office Long Term)
A central office that, in long-term transformation plans, remains necessary to collect NGAN customers
through a fiber optic distribution network.
Community
A group of people who have any kind of interest in common and exchange messages on the internet (e.g.
through social media).
Connected Car
A connected car is a vehicle which, in addition to having internet access, has sensors and can send and receive
signals to explore the surrounding environment and get in touch with other vehicles and services.
Container
A container is an abstract software unit that is executable and independent, with everything needed to run an
application: code, runtimes, tools and system libraries. Each running container is reproducible. Containers allow
applications to be decoupled from the host infrastructure on which they run. This approach makes it easier to
deploy in the cloud or in different operating systems.
Co-siting
Agreements for the sharing of technological sites (for ICT, network access sites and passive infrastructures) by
multiple actors, for a more efficient use of network infrastructures both in urban areas and in rural areas.
CO 2 – Carbon Dioxide
Carbon dioxide is one of the most important greenhouse gases. It can be traced back to industrial processes as
a product of combustion, in particular from the use of fossil fuels.
CMS (Content Management System)
A content management system, often abbreviated to CMS, is software that helps users create, manage, and
modify the contents of a website without the need for specialized technical knowledge.
CPE (Customer Premise Equipment)
Customer Premise Equipment is a user-side electronic telecommunications device (terminal, telephone,
modem) that can connect directly to the geographical transmission network through appropriate interfaces.
The connection between the CPE and the network can be built on a physical carrier (optical fiber, telephone
wire pair) or on a radio carrier (wireless).
COTS (Commercial Off-The-Shelf)
A software and/or hardware product that is commercially ready and available for sale, rental, or license to the
public.
CPS (Carrier Pre-Selection)
Within the framework of the Equal Access policy guaranteed for all operators, CPS (Carrier Pre-Selection) is a
telephone network service that allows permanent call-routing to the preferred operator with which all calls are
made. This function must be implemented by the access operator in their control panels.
CPU (Central Processing Unit)
The CPU (central processing unit) is the HW component that controls the interpretation and execution of
instructions. A PC's CPU consists of a single microprocessor. The term “processor” is often used to refer to a
CPU.
C-RAN
It refers to a centralized cloud RAN, a paradigm dealing with centralized computing, collaborative radio, real-
time cloud computing, and energy efficient infrastructure. This architecture aggregates the computational
resources of base stations into a central pool, allowing for better radio coordination. C-RAN exploits software-
defined networking (SDN) and network function virtualization (NFV) techniques, as well as data center
processing capabilities to allow the separation of control planes and data and to achieve high flexibility by
allowing network resources to be shared dynamically.
Other information
Glossary 471
Cybersecurity
Cybersecurity deals with the analysis of threats, vulnerabilities and risk associated with the use of IT tools,
hardware, software and data connected to the Internet to protect them from attempted attacks such as:
alteration, disabling, theft, destruction, unauthorized access.
DAM (Digital Asset Management)
Digital asset management (DAM) is the integrated system for the centralized strategic content management.
This software allows content to be created, organized and distributed on different channels such as websites
and applications, and increases the effectiveness of communication.
DAS (Distributed Antenna System)
This is a network of distributed antennas that is connected to a signal source to provide wireless services in a
geographical area or a building. The radio frequency signal is combined and distributed through the antenna
system.
Data Center
The Data Center is the department of a company that hosts and manages backend IT systems and data
archives: its mainframes, servers, databases, etc. In the past, this type of management was located in a single
physical location, hence the name of data center. The development of new distributed computing
technologies has brought in new management criteria, which has led to the existence of more than one
physically and virtually located data center.
Data Mining
The process of discovering models and insights from large data sets using statistical and machine learning
techniques.
Data Warehousing (DW)
A method for collecting and storing large amounts of data in a central location for analysis and reporting.
DCC (Digital Contact Center)
A set of platforms used to connect the customer with the human or virtual customer care agent most suited
to the customer’s needs, through different channels (voice, web, apps, mail, chat, SMS), and to help agents
interact with customers (e.g. voice orders, back office).
DDoS (Distributed Denial of Service)
An attempt to make a networked computer resource (system/service) no longer available to users. Attacks of
this type seek to saturate the network and computer resources available to the target system of the attack,
such as a website, to the point of making it no longer able to provide the service.
Decommissioning
The disposal of older (legacy or obsolete) technological solutions in order to rationalize and simplify current
telecommunications 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 multi-layered neural networks on large amounts of data.
DevOps
In computer science, DevOps (a contraction of Development and Operations) indicates an agile method of
software development targeted communication, collaboration and integration between developers and
operations personnel. DevOps is therefore an approach to developing and implementing applications in the
company that aims for the release of the product, the testing of software, evolution and maintenance
(correction of bugs and minor releases) in order to increase reliability and security and to speed up
development and release cycles.
Digital divide
The technological gap that may exist for territorial reasons in some geographical areas where people do not
have effective access to digital technology, such as fixed broadband services. The Digital Divide also refers to
the economic or cultural barriers that certain sections of the population have in accessing digital services.
Distributed Unit (DU)
A logical node hosting RLC/MAC/High-PHY protocols based on a lower layer functional split.
DLA (Data Layered Architecture)
An architecture to manage user data in a telecommunications network in real time (e.g. user profiles), which
introduces a separation between a logically centralized data storage layer, which is responsible for the
consistency and availability of the data, and a front-end layer that manages the requests coming from
network devices.
Other information
Glossary 472
DNS
The record containing numerical IP addresses (for example 123.456.789.0) associated with alphanumeric
addresses (nome.cognome@dominio.com) commonly used to identify a website or email address.
DPI (Deep Packet Inspection)
Real-time packet traffic analysis technology that observes “in depth” the content of packets “in depth”; i.e. up
to application level, rather than only up to IP/TCP/UDP header level. It enables advanced traffic management.
DRM (Digital Rights Management)
Digital rights management is a way to protect copyrights to digital media and content. This approach involves
technologies that restrict the copying, reproduction, and use of copyrighted works, protected content, and
proprietary software.
DSL Network (Digital Subscriber Line Network)
A family of network technologies that provides wide-bandwidth digital transmission at limited distances
through the traditional copper telephone pair from the first switching center to the end user.
DSLAM (Digital Subscriber Line Access Multiplexer)
Digital Access Line Multiplier Equipment: processes digital signals from different customers whose lines are
equipped with xDSL technologies, and multiplies their communications on a high-speed connection to the
internet backbone.
DSS (Dynamic Spectrum Sharing)
A new antenna technology that, for the first time, allows the parallel use of LTE and 5G in the same frequency
band. This technology drives real-time demand for 5G and LTE.
DTT (Digital Terrestrial TV)
Digital terrestrial TV is a type of transmission technology that allows greater efficiency in the transmission of
television services (in terms of number of channels and image quality) through the use of a digital system.
DVB-H (Digital Video Broadcasting-Handheld)
DVBH is a digital broadcast video transmission standard optimized for mobile networks on portable devices,
such as mobile phones and smartphones.
DWDM (Dense Wavelength Division Multiplexing)
This technology multiplies and simultaneously transmits optical signals with different wavelengths along a
single optical fiber in order to increase the available bandwidth.
EDGE (Enhanced Data for GSM Evolution)
This technology increases the data transmission rate of the GPRS standard from 30-40 kbit/s to more than 400
kbit/s under optimal radio transmission conditions.
Edge (Network Edge)
A network segment located between the access and main network, where service functions (such as those
performed by BRAS) are located. Depending on the environment, this segment can be highly distributed (e.g.
up to mobile Base Station level) or less distributed (e.g. on the network backbone edge).
Edge Cloud
A cloud infrastructure distributed at the network edges. Edge cloud architecture is used to decentralize
computing power at the network edges.
EEB (Energy Efficiency in Buildings)
An international initiative promoted by the WBCSD (World Business Council for Sustainable Development) for
researching energy efficiency in buildings in order to reduce environmental impact and energy costs.
EFFC (Extraction Full Free Cooling)
A cooling system that reduces consumption without using greenhouse gases. EFFC is based on the free-
cooling principle (forced ventilation without the use of air conditioning) and linked to a system extracting the
hot air produced by equipment and additional (adiabatic) cooling of incoming air, and is obtained by exploiting
an area with a high concentration of nebulized water.
eMBB (Enhanced Mobile Broadband)
Mobile broadband data service on the LTE-A network, 5G.
EMS (Environmental Management Systems)
Environmental management systems enable the sustainable management of production and support
processes, and promote the continuous improvement of environmental performance, These tools ensure
effective management, prevention and continuous reduction of environmental impacts in work processes.
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Glossary 473
eNB (Evolved Node B)
The 4G Base Station which implements the LTE radio interface and manages its radio resources.
EPC (Evolved Packet Core)
The core segment of a 4G network. It manages user mobility, routs traffic (since 4G is only packet traffic),
applies criteria, produces taxation data and interconnects with IP networks.
EPC NSA (Evolved Packet Core Non Standalone)
Core network mobile 4G capable of supporting dual-connected LTE and New Radio accesses.
EPG (Electronic Program Guide)
Electronic programming guides are systems that provide television, radio and other multimedia application
users with continuously updated menus that display programming information for scheduling of current and
future broadcasts
EPON (Ethernet PON)
Also known as Gigabit Ethernet PON or GEPON, this is a type of pure optical fiber that uses a symmetric
pattern both downstream and upstream and can reach a maximum of 10 Gigabits per second of transmission.
This solution is IEEE-standardized.
EPS (External Power Supplies)
External power supplies for equipment.
ESG (Environmental, Social and Governance)
ESG is a strategic framework for identifying, evaluating and addressing organizational objectives and activities
ranging from a company's carbon footprint and commitment to sustainability, diversity and inclusion, to
ethical risk management and business practices.
eSIM (embedded SIM)
This is an evolution of SIMs: an integrated circuit incorporated directly into a device and therefore not
removable and not replaceable, but which can be managed remotely through the functionality of the device
itself.
Ethernet
A family of high-speed data link technologies for local area networks (LANs) and metropolitan area networks
(MANs).
ETSI
The European Telecommunications Standards Institute.
EuP (Energy-using Products)
Falling within the Eco-design Directive for Energy-using Products (2005/32/EC), this is the regulatory framework
that energy-using devices must comply with from the design phase onwards to increase energy efficiency and
reduce the negative environmental impact of products.
Feeder
Carrier class IP routers that collect and concentrate fixed and mobile network traffic and commercial traffic for
a number of Central Areas. The traffic collected by feeders is delivered in double homing mode to Metro nodes
on physically diversified routes.
FDD Frequency Division Duplex
Frequency-division duplexing is a method for establishing a full duplex communication link, using two different
radio frequencies for transmitter and receiver operation. FDD normally assigns the transmitter and receiver to
different communication channels.
FFC – Full Free Cooling
A cooling system that uses forced ventilation to reduce energy consumption.
Optical Fiber
An infrastructure for transmitting data through light signals, formed by glass or plastic filaments. Each fiber
cable contains several individual fibers, each capable of conveying the signal (light pulses) at a practically
unlimited bandwidth. Fiber is used for the construction of both optical communication backbones and for
access networks across multiple architectures (FTTx).
Fronthaul
Within the functional division of a Base Station, this refers to the interface between the Remote Unit (RU) and
Distributed Unit (DU).
FSC (Forest Stewardship Council)
The Forest Stewardship Council is an international non-profit NGO. The FSC is an internationally recognized
forest certification system. The certification aims to ensure proper forest management and traceability of
derived products. The FSC logo guarantees that a product has been made with raw materials from properly
managed forests according to two main standard principles: forest management and chain of custody. FSC
certification is an independent, third-party scheme.
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Glossary 474
FTTx (Fiber To The x)
This term is used to indicate any network architecture that uses fiber optic connections that partially or entirely
replace the traditional copper connection used in telecommunications networks. The different technological
implementations differ at the point of the distribution network where the fiber connection reaches the end
customer: in FTTC (Fiber to the Cabinet), the fiber terminates in the device (distribution cabinet) located on the
sidewalk, where the customer-end copper connections begin; in FTTB (Fiber to the Building), the fiber
terminates in a distribution box at the base of the building, where the vertical copper climb begins; in FTTH
(Fiber to the Home), the fiber terminates directly in the customer's home. in FTTO (Fiber to the Office), the fiber
terminates in the Office; and in FTTR (Fiber To The Room), the fiber extends into different rooms of the home.
FWA (Fixed Wireless Access)
Fixed Wireless Access indicates a set of transmission systems developed to exploit certain frequencies of the
radio spectrum so as to provide fixed broadband access services (with a nominal connection speed of 1 Gbps).
Gateway
A node for the interconnection of different networks. A gateway node can perform a domain splitting function
between homogeneous networks or it can functionally interconnect different networks, thus performing
protocol interworking functions.
G.FAST (Fast Access to Subscriber Terminal)
G.FAST (group “G” of ITU-T recommendations) is a fourth-generation DSL standard over copper, adopted by
ITU-T in 2014, which allows aggregated downstream and upstream speeds of around 500 Mbit/s up to 100m
and of around 800-900 Mbit/s up to 50m.
Therefore, the technology has a higher speed than VDSL2 and eVDSL but, since it is optimized for very short
distances, it requires network devices to be positioned nearer to the customer than in distribution cabinets, or
indeed in the 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 into the customer’s home
using a point-to-multipoint scheme. It uses passive optical splitters to serve multiple rooms with a single
optical fiber. GPON is part of a set of PON standards (defined in the ITU framework), which differ by the
maximum overall speed attainable within each optical shaft, a structure often shared with 64 users. With
GPON, the maximum speed is around 2.5 Gbps downstream and 1.25 Gbps upstream, shared with a pre-
established number of users, which can be up to 128. The operator will then set the nominal maximum speed
for each of the connected lines (e.g. 1 Gbps download). Other types of GPON standards are:
■ XG-PON - maximum speed 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 upstream
GPRS (General Packet Radio System)
A packet-switched system for data transmission over 2G cellular networks.
GPU (Graphics Processing Unit)
A specialized processor (or CPU) designed to accelerate the digital rendering of graphic objects.
GRI (Global Reporting Initiative)
A leading organization in the field of sustainability, the GRI promotes the adoption of sustainability reporting as
a way for organizations to contribute to sustainable development.
GRX (GPRS Roaming eXchange for Mobile Operators)
The GRX service allows mobile operators to interconnect GPRS networks around the world and to offer the
Global Roaming service for GPRS coverage.
GSM (Global System for Mobile Communication)
The standard-based system for digital cellular communications developed worldwide and operating on 900
MHz and 1800 MHz bands. GSM is a second-generation (2G) system.
GSMA (GSM Association)
The GSMA (deriving from Global System for Mobile Communications, and originally Groupe Spécial Mobile) is an
industry organization that represents the interests of mobile network operators around the world.
HCFC (Hydrochlorofluorocarbons)
Compound chemical molecules used mainly in cooling systems to replace Chlorine Fluorocarbons. These are
prohibited by the Montreal Protocol due to their limited ozone depressant effect (their ozone damaging power
is about 10% of that of CFCs).
Other information
Glossary 475
HCP (Hyperscale Cloud Provider)
A cloud infrastructure provider capable of mass-scaling resources over large quantities of globally distributed
servers.
HFC (Hydrofluorocarbons)
Hydrofluorocarbons: composite molecules in use in cooling systems. They are part of the greenhouse gas
family. They do not harm the ozone.
HDSL (High-bit-rate Digital Subscriber Line)
An xDSL technology standardized in 1994, it provides symmetric connections of up to 8 MB/s over pairs.
HLR (Home Location Register)
The database in which 2G and 3G customer profiles are registered.
Home Access Gateway – Access Gateway – Home Gateway – Residential Gateway
Domestic-use devices used to concentrate customer voice/data/video traffic for private telecommunication
networks and to connect household devices to the internet or other geographical networks (WAN).
Housing
The leasing of managed physical space within a Data Center for the installation of equipment or servers.
HSPA (High Speed Packet Access)
An evolution of UMTS, which allows downstream (HSDPA) and uplink (HSUPA) mobile broadband data
connections of up to 42 MB/s and 5.76 MB/s, respectively.
IaaS (Infrastructure as a Service)
With a Cloud IaaS offering (see also Cloud models), a consumer flexibly and dynamically acquires computing,
memory, network and other fundamental IT resources from a Cloud Provider, with 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 the operating systems, memory,
applications and possibly, to a limited extent, some network components (such as firewalls).
ICT (Information and Communication Technology)
The set of methods and technologies which form information transmission, reception and processing systems.
IEEE (Institute of Electrical and Electronics Engineers)
This international association of professional scientists aims to promote technological science and the
research of new applications and theories
in electrotechnical, electronic, computer, biomedical and
telecommunications science. The Institute also defines and publishes standards in these fields.
IETF (Internet Engineering Task Force)
The IETF is an internet standardization organization that is responsible for the technical standards that
constitute the Internet Protocol Suite (TCP/IP).
IMS (IP Multimedia Subsystem)
The architecture for the creation of IP Multimedia services (i.e. voice/video/text/etc. communications over IP
networks). It includes all network elements relating to reporting and media flow processing.
IMSI (International Mobile Subscriber Identity)
A globally unique identifier linked to a SIM card.
Unavailability (U)
The likelihood that an object will be unable to perform a required function under certain operating conditions
and at a given instant in time.
Artificial Intelligence
The ability of a technological system to solve problems and carry out tasks and activities typical of the human
mind and behavior. In the field of IT, this discipline is concerned with creating machinery (hardware and
software) that is capable of “acting” autonomously (solving problems, performing actions, etc.).
Generative Artificial Intelligence
This term refers to Deep Learning models capable of generating high-quality texts, images and other content
based on the data they have been trained on.
Interconnection
The physical and logical connection of different operators’ public communication networks, aimed at allowing
the users of one operator to communicate with the users of the same or another operator, or to access the
services offered by another operator.
Other information
Glossary 476
Internet
The global interconnection network between computer networks of different natures and extensions, which is
made possible by a suite of common network protocols (TCP/IP) that constitute a common “language” with
which connected computers (hosts) connect and communicate with each other.
Internet of Things
This extends the internet to the world of objects (devices, equipment, plants and systems), which become
recognizable and acquire intelligence precisely because they can communicate data about themselves and
access aggregated information from others. This has many fields of application: from industrial applications
(production processes), to logistics and infomobility, and to energy efficiency, remote assistance and
environmental protection.
IP (Internet Protocol)
The packet-switching data transmission protocol used to transmit data on both private and public networks, in
particular on the internet.
IPCC (IP Contact Center)
See DCC.
IP/MPLS (Internet Protocol/Multi Protocol Label Switching)
A packet-switching protocol which optimizes network performance by mapping end-to-end (IP) data flow to
the traffic between adjacent network nodes (MPLS).
IPTV (Internet Protocol Television)
Technology that uses IP transport infrastructure to convey television content in digital format through a
broadband internet connection.
ISDN (Integrated Services Digital Network)
A digital telecommunications system that allows different services (e.g. voice and data) to be transmitted end
to end in digital form. The first technical definition of ISDN, which involves different components of networks,
dates back to the ITU-T recommendations, Series I of 1984.
ISO (International Organization for Standardization)
The world's leading organization for the definition of technical standards.
ISPs (Internet Service Provider)
A company that sells services to access the internet and World Wide Web.
ITU (International Telecommunication Union)
An international organization that defines telecommunications and radio wave standards. Founded in 1865 in
Paris, it is a specialized agency of the United Nations and its current headquarters are in Geneva.
J2C (Journey to Cloud)
A transition that aims to migrate business resources to the cloud, allowing reductions in IT costs and
greenhouse gas emissions, improvements in business results and a quicker pace of innovation.
Jitter
The variation in one or more signal characteristics, such as amplitude, frequency, phase or transmission delay.
KPI (Key Performance Indicator)
Measurable performance indicators which allow us to evaluate the performance of a given activity.
KVAR (Kilovolt–Amperes Reactive)
A measurement system, expressed in kilovolts, for measuring the electrical current lost in an AC electrical
system.
Kubernetes
An open source container orchestration platform, allowing scaled container management.
LAN (Local Area Network)
A computer network that covers a limited geographical area (e.g. a school or a company) and provides
telecommunication services and interconnection between terminals (e.g. PCs).
Lambda
The single optical channel on which the signal is transmitted over fiber optic networks.
Latency
The latency of a system can be defined as the interval of time that elapses between the moment when an
input reaches the system and the moment when its output is available. In other words, latency is simply a
measure of a system's response speed.
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Glossary 477
LCA (Life Cycle Analysis)
An analytical methodology for assessing and quantifying the environmental impacts associated with a
product/process/activity throughout its entire life cycle, from the extraction and acquisition of raw materials to
recycling.
Local Aggregator (LA)
Carrier class IP routers that collect and concentrate fixed and mobile network traffic and commercial local
traffic for a number of Central Areas. The traffic collected by the local aggregators is delivered in double
homing mode to Metro nodes on physically diversified routes.
LLM (Large Language Model)
A type of Artificial Intelligence algorithm that uses deep learning techniques and large data sets to understand,
summarize, generate and predict new content.
LLU (Local Loop Unbundling)
The service that allows telephone operators other than Telecom Italia to rent the final part of the telephone
wire pair, that is, the copper cable that connects the Telecom Italia unit to the user location.
Local Loop (Telephone Pair)
The pair of copper wires through which a home or office connects to a telecommunications network; This is
the traditional technology for creating telephone access lines and is often called the 'last mile'.
LPWAN (Low-Power Wide Area Network)
A type of wireless telecommunication geographic network designed to allow long-range, low-bitrate
communication between connected battery-powered objects, such as sensors.
LTE (Long Term Evolution)
See 4G.
Machine Learning
The ability of computers to learn without having been explicitly and previously programmed.
MBB (Mobile Broadband)
The mobile broadband data service available on a 3G/4G-LTE network.
MEC (Multi-access Edge Computing)
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, designed to meet the needs of mobile network
operators and their subscribers, providing low latency and high bandwidth services to mobile devices.
MEMS (Micro Electro-Mechanical Systems)
Miniature devices ranging from a few micrometers to a few millimeters in size which perform detection,
processing and implementation functions using electronic, mechanical, optical, chemical or biological
components, usually integrated on a hybrid silicon circuit.
MGCP (Media Gateway Control Protocol)
A signaling protocol that allows the management of multimedia functions and telephony conversion between
traditional telephone networks and VoIP services.
MGW (Media Gateway)
A device that processes different voice, data and video connections by adapting their encodings between
different technologies and protocols (e.g. from circuit to packet).
Meter (M)
Carrier class IP routers that collect and concentrate fixed and mobile network traffic and commercial traffic for
the MAN area.
Microservices
When the term microservices is used in modern software application development, it refers to a specific
architectural model for developing a single application as a suite of small services, each identified as a
specialized processing process (e.g. a web server, a storage application, etc.) capable of communicating with
fast and streamlined mechanisms, often based on API interfaces for describing HTTP resources. These services
provide capabilities for developing a company's business and are particularly suitable for creating software
products using agile methodologies; each microservice can be created and managed independently using fully
automated
in the development and
maintenance of applications.
implementation algorithms, thus ensuring maximum flexibility
Other information
Glossary 478
Midhauling
Within the functional division of a Base Station, this refers to the interface between the Distributed Unit (DU)
and the Central Unit (CU).
MIMO (Multiple Input Multiple Output)
A set of techniques aimed at increasing the overall radio access band by simultaneous transmitting two (or
more) data signals on two (or more) placed antennas, using the same frequency resources. The receiving side,
also equipped with two or more antennas, is able to discriminate between the different data signals by
leveraging the differences in time and direction of arrival of the simultaneous signals, which are caused by
their propagation on multiple paths. In fact, multipath radio wave propagation (i.e. the fact that a signal from
point A reaches point B through multiple paths due to reflections and dispersions caused by objects such as
buildings and trees), once seen as a disturbance, is a natural phenomenon in radio communications. On the
other hand, MIMO techniques exploit this multiplicity of paths (using appropriate signal encodings) to increase
capacity.
mMTC (Massive Machine Type Communication)
Also known as MMC (Massive Machine Communication) communication, this type of communication occurs
between a huge number of machines over a wireless network on which data generation, information exchange
and implementation takes place with little or no human intervention.
mmWave (millimeter Wave)
Millimeter waves (often referred to as high-band 5G) are frequencies that start at 24 GHz and above. As radio
waves increase in frequency, each wave shrinks in length. Because of their high frequencies, mmWaves have a
limited range and struggle to penetrate buildings, but they have a high carrying capacity.
MPEG (Moving Picture Experts Group)
A joint technical committee set up by 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
to satisfy a wide variety of applications.
MR (Mixed Reality)
Augmented reality (AR) with special visors to allow hands-free use.
MSC (MoVile Swiching Center)
A mobile network node that performs switching and control functions, such as call management, traffic
switching, billing, registration and authentication, acting as an interface with other networks.
Multimedia
A service or product that entails the simultaneous and interactive use of two or more mutually-integrating
communication media (e.g. voice, video, text, etc.).
Multicast ABR (Multicast Adaptive Bit Rate)
This technology encodes multicast video traffic into different streams at different bitrates according to the
channel conditions, making it possible to optimize user enjoyment and the use of network resources.
MVNO (Mobile Virtual Network Operator)
A mobile communication service provider that does not own the radio spectrum or network infrastructure, but
leases them from a third-party operator.
NaaS (Network as a Service)
The provision of virtual network services by a network provider to a third party, such as a service provider that
is not equipped with geographically infrastructured network resources, or a medium/large customer who
requires basic or advanced connectivity resources on a public or shared network infrastructure. Some
examples of NaaS-model services are VPNs (virtual private networks), dynamic bandwidth (BoD) services and
mobile network virtualization. The spread of NaaS offerings today is increasingly supported by flexible network
virtualization models and the use of network programming and automation technologies such as SDN
(software defined networking).
Naked
“Naked line” refers to a copper access line devoid (hence naked) of a voice service. This line is dedicated
exclusively to data services.
NB IoT (NarrowBand Internet of Things)
A 3GPP specification that enables the Internet of Things by optimising narrowband radio access with a view to
applying LTE technology to sensor networks. It provides a few small messages per day, a large coverage range
to reach basement meters, a very long battery life (10-year target), tens of thousands of connections per cell
and a very low module cost.
NEF Network Exposure Function
The NEF (Network Exposure Function) is related to 3GPP 5G architecture. This function provides a means to
securely expose the services and capabilities provided by 3GPP network functions.
Net Neutrality
The principle that internet service providers must treat all data equally and must not discriminate or
implement different charges according to the user, content, website, platform, application, type of equipment,
or method of communication.
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Glossary 479
NAT (Network Address Translation)
A technique used to map the IP addresses of devices on a private network to a single public IP address so as to
optimize the use of IP addresses and ensure security.
Network
A system of interconnected elements. In a telecommunications network, customer voice and data service
management devices and equipment are connected through a transmission system that uses optical fiber,
metal cables or radio connections.
Network Cap
See Price cap.
Network Slicing
When referring to 5G: the creation of multiple ad hoc logical networks segregated on the same physical
network infrastructure. Each “slice” is an isolated end-to-end network tailored to meet the different
requirements of a particular application.
Neural network
A type of machine learning algorithm that is modeled on the structure and function of the human brain.
NFT (Non-Fungible Token)
“Digital certificates” supported by blockchain technology, which aim to identify 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
VNFs (virtual network functions), which the operator can instantiate on commercial servers, thus leveraging
virtualization technologies and splitting the link between hardware and software present in today's devices.
NGAN (New Generation Access Network)
A fixed access network built with different technological solutions, ranging from evolved ADSL to optical fiber
in the user's home (see FTTx).
NGDC (Next Generation Data Center)
A data center that uses physical concentration and server virtualization with the aim of reducing maintenance
and management costs and energy consumption and improving their efficiency.
NGN (Next Generation Network)
industry, public
The next-generation network created by Telecom
administration and the general public. The new network architecture guarantees infrastructure that serves a
variety of offerings to increase the levels of customization and bandwidth availability, together with a wide
variety of access systems.
Italia to meet the demands of
NGNs (Non-Geographic Numbers)
Telephone numbers not associated with a particular geographical location (for example, higher rate services,
toll-free number, directory assistance services).
NG-RAN (Next Generation Radio Access Network)
An access network that includes NR (new radio) access technology.
Node
Generically indicates a communication and processing element within a network.
Node B (corresponds to BTS in GSM)
The base radio station in UMTS technology which, via the antenna, sends a radio signal to cover a cell
(generally 3 cells per Node B). It also performs functions that are closely associated with managing the radio
connection.
N-Play Offering
Customer offerings that include two or more fixed and mobile services in a single rate: voice, connectivity and
data traffic, video and TV services, value-added services (e.g. gaming).
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.
Other information
Glossary 480
OAO (Other Authorised Operator)
Operators other than the dominant operator, which provide services to their customers using the dominant
operator's fixed access network.
ODF (Optical Distribution Frame)
A frame used to provide cable interconnections between communication structures, which can integrate fiber
splicing, fiber termination, fiber optic adapters and connectors, and cable connections together in a single unit.
OHSAS (Occupational Health and Safety Assessment Series)
The international standard that sets out the requirements that a management system must have to protect
the safety and health of workers.
OLOs (Other Licensed Operators)
Operators operating in the national telecommunications services market other than the dominant operator.
OLT (Optical Line Termination)
The optical element of the PON (Passive Optical Network) network, which acts as an interface between the
PON itself and the backbone network. The OLT is located at the central office location.
ONAP (Open Network Automation Platform)
The open source framework from the Linux Foundation, designed for the orchestration, management, and
automation of edge computing networks and services.
ONT (Optical Network Termination)
The optical element of the PON (Passive Optical Network) network, which acts as an interface between the
access gateway at the customer’s home and the OLT device in the central office. The OLT is located at the
customer's location, is powered, receives and deciphers (and vice versa) the optical signal, and converts it into
an electrical signal (through an Ethernet output) that can be received by the access gateway.
ONU (Optical Network Unit)
Optical element of the Passive Optical Network (PON) that acts as an interface to the user access device or
distribution network to the users. The ONU is located in a distribution cabinet.
OPC (Optical Packet Core)
The national multiservice IP transport backbone (formerly called Optical Packet Backbone - OPB). It consists of
interconnected nodes called OPC (formerly OPB) nodes and the very high capacity connections existing
between them.
OPM (Optical Packet Metro)
A metro-regional collection 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
tiers of aggregation: Remote Feeder, Feeder and Metro. These are interconnected in double homing mode
through physically diversified two-way links (where possible).
Open Source
Refers to software whose rights holders make the source code public, encouraging it to be freely studied and
allowing independent programmers to make modifications and extensions to it.
OTT (Over the Top) Operators
Operators offering content and services over
telecommunications network infrastructure.
ORAN (Open Radio Access Network)
the
Internet without having ownership of
the
Also known as Open RAN, this architecture is used to create virtualized RAN on open hardware, with AI-based
integrated radio control. The architecture is based on well-defined, standardized interfaces to allow an open
and interoperable supply chain ecosystem, fully supporting and complementary to the standards promoted by
3GPP and other industry standards organizations.
OSS (Operations Support System)
Methods, procedures (automated and non-automated) and systems that directly support the function and
operation of telecommunications infrastructure.
OTN (Optical Transport Network)
A technology developed to enable the multiplication of digital signals which are to be carried over WDM links
and to obtain OAM performance of these signals similar to those available in SDH.
This allows a better use of WDM connections, making it possible to insert high-speed signals (e.g. 100 Gb/s) on
lambdas that can contain more lower-speed signals (e.g. 10 Gb/s) rather than having a dedicated lambda for
each lower-speed signal.
Other information
Glossary 481
Outsourcing
Entrusting external parties to carry out business services and processes. Services that can be outsourced
include the design, construction or hosting of a network or of specific equipment belonging to a company and,
ultimately, the management of the entire telecommunications system.
PaaS (Platform as a Service)
One of the three cloud service models offered. With a PaaS offering from a cloud provider, the consumer is
able to distribute self-created applications or applications acquired by third parties on the cloud infrastructure
using programming languages, libraries, services and tools supported by the provider. The consumer does not
manage or control the underlying cloud infrastructure, including the network, server, operating systems,
memory, but has control over the applications and possibly over the hosting environment configurations.
Packet-Switched Services
Data services that use packet switching.
Pay-Per-View (PPV)
System in which the spectator pays to see a single programme (such as a sporting event, film or concert) at
the time of its broadcast.
Pay TV
Pay television channels.
PBX (Private Branch Exchange)
Equipment for private telephone networks (also called Switchboard)
PCS (Personal Communications Services)
A set of wireless voice and/or data communication capabilities, which provide services similar to mobile phone
services.
PDH (Plesiochronous Digital Hierarchy)
A telecommunications network transmission technology (first standardised under ITU in 1988) designed to
transport large volumes of data through large scale digital networks.
PE (Provider Edge router)
The boundary device between a service provider's local network and that of a customer.
Peering
The voluntary interconnection between internet networks, belonging to different and administratively distinct
internet service providers, which allows users to exchange traffic between networks.
Market Penetration
The number of people (or subscribers) who buy a particular brand or category of good/service as a portion of
the total population for which the service is available.
NRRP (National Recovery and Resilience Plan)
Platform
A running environment that includes hardware and software, applications and other tools to support the
running of programs.
PNF (Physical Network Function)
A network function on physical HW that is hosted in Telco locations: static capacity, management via Element
Manager.
PKI (Public Key Infrastructure)
A system used to manage digital certificates and public-private key pairs, and to protect electronic
communications and transactions.
PoC (Proof of Concept)
Also known as proof of principle, PoC is the realization of a particular method or idea to demonstrate its
viability, or an in-principle demonstration aimed at verifying that a particular concept or theory has practical
potential.
PON (Passive Optical Network)
The optical network usually used for point-to-multipoint architectures in which no elements or devices play an
“active” role in the section connecting the housing unit to the power plant; in other words, there are no devices
that require electrical supply.
POP (Point Of Presence)
A network access point (router), provided by an internet service provider (ISP) that is capable of routing traffic
to the end users connected to it.
Other information
Glossary 482
POTS (Plain Old Telephone Service)
È il servizio di telefonia tradizionale (linea telefonica per la voce, servizi di telefonia fissa e accesso alla rete di
telefonia vocale pubblica).
Price-Cap
Identifies the maximum price limit established by the regulator at which a service/product can be sold.
PSTN (Public Switched Telephone Network)
The first-generation telephone network to provide a basic telephone service (see also RTG).
PTN (Packet Transport Network)
An equipment class that natively implements SDH and Ethernet technologies; in other words, it is able to carry
and switch both of these two types of traffic separately. It is used to connect smaller, peripheral central offices
to larger offices; this case of use occurs where alongside packet traffic (e.g. backhauling of mobile sites and
broadband access) there is also circuit traffic (e.g. telephony, 2G backhauling).
QoE (Quality of Experience)
Also abbreviated to QoX, this 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 service and product
provided to the consumer.
QoS (Quality of Service)
A description or measurement of the overall performance of a service, such as a telephone or computer
network, or a cloud computing service, in particular the performance seen by network users. To quantitatively
measure QoS, several interrelated aspects of network service are often taken into account, such as packet loss,
bit rate, throughput, transmission delay, availability, jitter, etc.
QKD (Quantum Key Distribution) – QKE (Quantum Key Exchange)
Quantum key distribution (QKD) is a quantum mechanics system used to ensuring secure communications. It
enables two parties to produce and share a random secret key only between each other, which they can use to
encrypt and decrypt their messages. This exchange takes place by leveraging the quantum properties of
photons. An important and unique property of quantum distribution is the ability of two communicating users
to detect the presence of a third party trying to obtain information about the key, since a measurement
process in a quantum system generally disturbs the system.
WEEE (Waste from Electrical and Electronic Equipment)
The electrical/electronic equipment that the owner intends to dispose of because it is broken, unused, or
obsolete.
RAN (Radio Access Network)
The part of the mobile network that implements radio technologies, including both radio-interface data
transport functions and control functions.
RAN Sharing
The most complete form of sharing the access network. It involves sharing all equipment in the access
network, including antenna equipment, towers, and backhauls. Each of the RAN access networks is embedded
in a single network, which is then split into separate networks at the core connection point.
Refarming
The reassignment of a mobile network operator's frequency band from one technology to another for
optimization reasons (e.g. UMTS900 instead of GSM900 or LTE1800 instead of GSM1800).
Remote Unit (RU)
A logical node hosting the Low-PHY protocol layer and RF processing based on a lower layer functional split.
RNC (Radio Network Controller)
Devices (or nodes) that have the function of controlling radio resources within the 3G network.
ROADM (Reconfigurable Optical Add-Drop Multiplexer)
A remotely reconfigurable optical multiplier capable of switching traffic in a WDM (Wavelength-Division
Multiplexing) system. Its use in a transmission network increases transport efficiency by allowing up to 90 high-
bitrate channels (now up to 200Gbit/s) to be transported on a single fiber pair.
Roaming
An agreement between two or more mobile telephone operators, operating in the same territory or in different
countries, whereby users subscribed to one operator can use the network of other operators.
The roaming service is activated, for example, when the terminal is used abroad, enabling a mobile radio user
to access a network other than the one to which they are subscribed.
OSB (Optical Splitter for Buildings)
Passive optical device of the PON (Passive Optical Network), which splits an optical fiber entering the network
into several fibers going out to property units or distributes incoming and outgoing fibers to lend flexibility to
the optical network. It is installed a few meters from the home: it is often found in the building's meter room,
but can also be mounted on an external wall, underground or inserted into a distributor.
Other information
Glossary 483
RoHS (Restriction of Hazardous Substances)
European Directive No. 95 of 2002, which establishes rules restricting the use of dangerous substances in
electrical and electronic equipment to contribute to the protection of human health and the environment.
RPA (Robotic Process Automation)
The automation, using software (robots), of repetitive tasks performed by human operators.
RTG (Rete Telefonica Generale)
Known in English as PSTN (Public Switched Telephone Network), this first-generation telephone network
provided basic telephone services (see also PSTN).
SaaS (Software as a Service)
A cloud service model (see also Cloud), the SaaS (Software as a Service) model expresses the right given to a
consumer to use a supplier's applications and services operating on a cloud infrastructure. The applications are
accessible from different devices through a lightweight interface (thin client), such as an email application in a
browser, or from programs equipped with a special interface. The consumer does not manage or control the
underlying cloud infrastructure, including the network, server, operating systems, memory, or even the
capabilities of individual applications, with the possible exception of limited configurations intended for the
consumer (parameterization).
SAR (Specific Absorption Rate)
Expresses the measurement of the percentage of electromagnetic energy absorbed by the human body when
it is exposed to the action of a radio frequency (RF) electromagnetic field. See also EMF (Electromagnetic Field
exposure limits).
SCEF (Service Capabilities Exposure Function)
Introduced in version 13 (LTE) of the 3GPP specifications, this function was designed to provide a means of
securely displaying the services and functionality provided by 3GPP network interfaces.
SDH (Synchronous Digital Hierarchy)
A physical layer protocol (i.e. a transport protocol) used for time division multiplexing and the subsequent
digital transmission of telephony and data in geographical telecommunications networks over optical fiber,
electrical cable or radio bridge. Networks that use this physical layer protocol are called SDH networks.
SDK (Software Development Kit)
SDK is a collection of software development tools in an installable package to facilitate the creation of
applications.
SDN (Software Defined Networking)
A network virtualization based paradigm that aims to transform traditional networks into flexible and
intelligent platforms to respond in real time to bandwidth needs and the dynamic nature of modern
applications.
SD WAN (Software Defined WAN)
In the field of networking, SD-WAN (Software Defined WAN) solutions represent an innovation of traditional
Wide Area Network solutions and Edge IP Networking, developed to offer advanced connectivity services
aimed at business customers. SD-WAN solutions work agnostically from access and WAN transport network
technology, using dynamic application-based data routing strongly integrated with Multi-Cloud solutions to
link certain value-added services such as WAN optimization, application monitoring and advanced security to
connectivity.
Service Discovery
The process of finding and identifying the location of a service, typically performed using a service record or
naming service.
Service Exposure
Infrastructure for the exposure of API (Application Programming Interface) functions both to third parties (e.g.
business partners) and for internal use.
Service Mesh
A configurable infrastructure layer for applying microservices, which makes communication between service
instances flexible, reliable, and fast.
Service Orchestration
Refers to a single, centralized business process runnable through an orchestrator (e.g. a software platform),
which coordinates the interaction between various services and is responsible for their invocation and
composition, as well as for the management of transactions between individual services. Service Orchestration
is often compared to Service Choreography, which instead creates a decentralized approach to service
composition, where each of the services that participate in the choreography implement a self-consistent
process/workflow.
Service Provider
Someone who offers users (residential or business) a range of content or services under a supply contract.
Other information
Glossary 484
Universal Service
The guarantee given to all users from a national territory (regardless of their geographical location) that they
will be able to use certain electronic communications services at a pre-established quality level and at an
affordable price, as an expression and practical application of a fundamental citizen right.
SIP Trunking (Session Initiation Protocol Trunking)
A service offered by a communication service provider that uses the protocol to provide Voice over IP (VoIP)
connectivity between a local telephone system and the public switched telephone network (PSTN). SIP is used
to connect, manage and terminate a call.
SLA (Service Level Agreement)
Contractual tools which define the service metrics (e.g. quality of service) that must be respected by a service
provider (provider) towards its customers/users.
Small Cell
Low-energy nodes for accessing the radio spectrum. Smaller than the antennae usually used in mobile
telephony, these can be used both to cover outdoor areas (squares, pedestrian streets, etc.) and to cover
indoor hot spots (airports, stadiums, shopping malls, stations, hospitals, university campuses, etc.).
Urban Group Stage (UGS)
Local switching center for telephone traffic transport, routing and transmission. See also Central Office.
Line Stage (LS)
See Central Office.
Shared Access
The provision of access to only the upper portion of the spectrum available on the access operator's local
copper network to allow the provision of broadband services.
SLU (Sub Loop Unbundling)
The provision of access to the Operator's local copper subnet (i.e. to the portion of the network between the
user's location and the distribution cabinet or an intermediate concentration point).
SME (Small Medium Enterprise)
The market segment of small and medium-sized businesses that have between 3 and 50 employees.
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 networked use of available resources improves economic and political efficiency and can facilitate
social, cultural and urban development.
Smartphone
An electronic device that combines the functions of a mobile phone and those of a handheld computer
equipped with a full operating system.
Smart TV
The new generation of televisions which allow users to enjoy audio-video multimedia content (movies, TV
series, music videos, gaming, etc.) through an internet connection.
SMS (Short Message Service)
Short text messages that can be sent and received on mobile phones connected to GSM networks. The
maximum text length is 160 alphanumeric characters.
SOHO (Small Office / Home Office)
A market segment consisting of small businesses that use telephone lines, instead of dedicated lines, for
internet connections. These are small businesses, generally with one or two employees, and businesses
conducted from home.
SON (Self-Organizing Network)
A set of technologies and architectures which, in the area of mobile radio networks, allow Operators to
introduce technological enablers for the automation of the network configuration, optimization and assurance
processes.
Other information
Glossary 485
Optical Splitter
A passive element of the optical network used to create point-to-multipoint optical networks. The optical
splitter receives a single optical fiber at the input (OLT side) and outputs N signals on N optical fibers (1:N
splitting factor). In the downstream direction (from OLT to ONT), the splitter “copies” the input light onto the
output optical fibers, thus dividing the light power by N. In the upstream direction (from ONT to OLT), the
splitter r aggregates the light contributions carried by the N optical fibers.
Switch
■ Telephone switch: a synonym for Central Office (i.e. equipment used to establish and direct telephone calls
to a number called through other Central Offices). They may also record information for billing and control
purposes;
■ Network switch: data network devices capable of receiving and forwarding packets using level 2
information on the OSI model (i.e. hardware addresses of other devices).
Synchronous
A type of data transmission in which there is permanent synchronization between the transmitter and the
receiver.
STB (Set-Top Box)
A user device capable of
(such as
broadband/ultrabroadband access networks, terrestrial TV broadcasting, satellite TV broadcasting, etc.) and
sending them to TV devices or other display devices (monitors, projectors, etc.) It may include Conditional
Access functions to manage paid content.
from a communication network
receiving TV signals
Tablet
Small laptop computer where it is possible to write or give commands on the screen with the touch of your
fingers or with a special stylus.
RLP (Remote Line Powering)
Technique to power road equipment (such as ultra-broadband devices placed in the splitting cabinets of Fiber
to the Cabinet architecture) from the Central Office.
TCO (Total Cost of Ownership)
The overall cost of an asset (e.g. computer equipment) across its lifecycle. The TCO includes both direct costs
(hardware costs, network infrastructure, licenses) and indirect costs (management, maintenance, energy
consumption).
TDD (Time Division Duplexing)
TDD (Time Division Duplex) refers to duplex communication links where uplink is separated from downlink by
allocating different time intervals in the same frequency band. It is a transmission scheme that allows an
asymmetric flow for the transmission of data upstream and downstream. Users are assigned time frames for
uplink and downlink transmission.
TDMA (Time Division Multiple Access)
Technology for the digital transmission of radio signals, such as between a mobile phone and a base radio
station. TDMA technology divides signals into sequential parts of a defined length, placing each part in a
specific interval information channel and then recomposing the parts at the end of the channel.
TIC (Transparent Internet Caching)
A special form of network caching that is transparent to both the requestor and the requestee. The TIC
transparently intercepts the content request and delivers the requested content if its cache has a copy.
TM Forum (TeleManagement Forum)
A global industry association of more than 850 companies that collaborate to reduce technological and
cultural barriers between digital service providers and their technology and service providers, system
integrators, and consultants in the telecommunications sector.
ToIP (Telephony over IP)
Often used synonymously with VoIP, this term, however, has a broader meaning as it includes advanced
telephony services (such as video, messaging and call processing services, etc.) in addition to basic voice
calling.
Analog Transmission
A method of transmitting voice, data, image, or video information using a continuous signal that varies in
amplitude, phase, or other properties, in proportion that of a variable. One 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.
TRX
Radio transmitters located in BTS.
Other information
Glossary 486
TTM (Time-To-Market)
The total time needed to bring a product its conception to its availability on the market. Companies use time-
to-market metrics when developing and introducing new products to achieve first-mover advantages (e.g.
market share, sales revenue).
UMTS (Universal Mobile Telecommunications System)
See 3G.
Unbundling
The service that allows telephone operators other than Telecom Italia to rent the final part of the telephone
wire pair, that is, the copper cable that connects the Telecom Italia unit to the user location by disconnecting it
from Telecom devices and connecting it to their own.
UPF 5G (User Plane Function)
The 5G User Plane Function (UPF) is a fundamental component of the architecture of the 3GPP's New Radio
(NR) mobile core infrastructure system. UPF is the evolution of the data plan for a Control and User Plane
(CUPS) separation strategy, introduced for the first time by 3GPP in their Release 14 specifications as an
extension of the existing 4G/LTE EPC (Evolved Packet Core).
UPS
Uninterruptible power supply.
URLLC (Ultra-Reliable Low-Latency Communication)
A set of features that offer low latency and very high reliability for mission-critical applications such as the
industrial internet, smart grids, remote surgery, and vRAN intelligent transport systems.
V2X (Vehicle-to-Everything)
A technology that allows vehicles to communicate with other vehicles, infrastructures and devices in order to
improve safety, traffic efficiency and overall mobility.
VAS (Value-Added Services)
Services that provide customers with additional functions compared to the basic services offered by a
telecommunications network. In first-generation telephony (PSTN) and mobile networks, telephony (switched
voice communications, first analog then digital) was considered a basic service, while VAS could include either
data transmission and fax services or call processing services (e.g. call waiting, call forwarding, etc.).
Subsequently, call processing based VAS expanded with additional features such as toll-free numbers, virtual
private phone networks, etc. A new class of VAS developed over mobile networks, including messaging
services such as SMS and MMS. In parallel, the development of data networks has led data transmission
services (e.g. initially X25, then Frame Relay, ATM, Ethernet, IP) to be considered basic services for these
networks, for which VASs can include address translation, virtual lines and virtual data networks, traffic
prioritization, encryption, etc.
Another area of VAS concerns content provided by certified network service providers, from services provided
over the telephone network to content provided via SMS (news, weather, etc.) and then from content
consumable via mobile and fixed browsing to video content streaming.
VDSL (Very-high-data-rate Digital Subscriber Line)
Access technology that makes it possible to provide the customer, through a special device installed in the
house (VDSL modem) with voice and TV services over a traditional telephone pair at downstream speeds of up
to 50 megabits per second.
VDSL2 (Very-high-data-rate Digital Subscriber Line 2)
“2nd generation” VDSL, which is capable of reaching peak downstream speeds in the order of hundreds of
Megabits per second. The actual speed depends on the distance between the customer's device and the
network device; for example, at a distance of a few hundred meters, the attainable speed is about 100
megabits per second. For this reason, network devices are typically placed in splitting cabinets so as to be
closer to the customer. An evolution of VDSL2 called eVDSL (enhanced VDSL) enables effective speeds of
about 200 megabits per second. This has recently been deployed in the TIM network.
Vectoring
Transmission technology that eliminates mutual interference (crosstalk) between copper lines embedded in
the same cable. Of particular interest is the use on VDSL/VDSL2/eVDSL lines given the increasing penetration
of ultrabroadband services, which would make interference more sensitive. From this perspective, vectoring
makes it possible to maintain the typical performance of the above-mentioned technologies. The technology is
located in ONU equipment where, to be effective, it must be applied to all lines of a given cable; therefore, in
the case of SLU (Sub Loop Unbundling) - i.e. where the ONUs of several operators deploy the lines of a given
cable - a more complex implementation is necessary,: MOV (Multi-Operator Vectoring), which coordinates the
vectoring of the various ONUs.
Virtualization
A function implementation approach which uses only software that can be run on commercial, generally non-
dedicated hardware, as opposed to approaches that also use specialized and/or dedicated hardware.
Other information
Glossary 487
Virtual Machine (VM)
Software which, through a virtualization process, creates a virtual environment that typically emulates the
behavior of a physical machine without the underlying hardware that allows organizations to scale processing
power, test malware and develop software.
VLAN (Virtual Local Area Network)
A virtualized connection that connects multiple devices and network nodes from different LANs in a logical
network.
VLR (Visitor Location Register)
A database used in mobile networks to temporarily store subscriber information and track the location of
mobile devices when they are active.
VNF (Virtual Network Function)
The virtualized network function on HW COTS (Commercial Off The Shelf) is hosted at Telco Data Center with
flexible capacity, use of a Virtual Machine and manual or automatic Life Cycle Management.
VOD (Video On Demand)
The provision of television programs on the user's demand in exchange payment of a subscription or a fee for
each programme (e.g. a movie or football match) purchased. This is particularly widespread for satellite
television and cable TV. Possible payment models are: SVOD (subscription to a VOD catalog) and TVOD
(payment for a single content viewed).
VoIP (Voice Over IP)
Technology that enables a telephone conversation to be conducted using an Internet connection or other
dedicated network using the IP protocol, instead of going through the normal telephone transmission line.
VoLTE/ViLTE (Voice over LTE/Video over LTE)
A service that provides voice and video calls over IP through LTE radio access, controlled by the standard ToIP
architecture called IMS (IP Multimedia Subsystem). VoLTE/ViLTE are defined together because the service is
essentially the same for voice and video, differing only in the type of media streams that are established. As a
standards-based service, it achieves interoperability between user terminals and between the user terminals
and networks.
VonR (Voice Over New Radio)
A service that provides Voice over IP calls through New Radio radio access.
VPN (Virtual Private Network)
A network designed for a business customer or public body, using the infrastructure of a carrier providing
customised services, which operates in such a way as to appear dedicated to that specific user.
VR (Virtual Reality)
The use of computer technology to create a simulated environment that can be explored at 360 degrees.
Unlike traditional interfaces, virtual reality places the user within the virtual environment, offering an
experience with different degrees of immersion depending on the device used.
VRAN (Virtual Radio Access Network)
An architecture applied in 4G/5G networks that requires the Base Station to be divided into two parts: a
Centralized Unit and a Remote or Distributed Unit. The former is typically placed in a more centralized site
than the antenna sites and performs baseband signal processing, causing it to be known as BBU (BaseBand
Unit), whereas the latter, which remains at the antenna site to provide radio coverage, is also known as RRU
(Remote Radio Unit). Given this division, the Centralized Unit can be implemented as a Virtual Network
Function on an appropriate hardware infrastructure: hence the “virtual” header.
A fundamental aspect to make this architecture practical is the choice to split the Base Station functions
between Centralized and Distributed Units, which impacts the connection requirements between CU and DU
(midhaul). In 5G evolutions, this aspect has been addressed by identifying splitting options that are candidates
to be standardized.
VULA (Virtual Unbundling Local Access)
A wholesale service offered by the dominant operator to alternative operators, whereby the former provides
the latter with data traffic transportation on its broadband access network (“bit streams”) between end
customers and the interconnection point where the alternative operator receives the traffic. In the specific case
of Telecom Italia, the interconnection point is located at the Local Central Office, next to the OLT (Optical Line
Termination), the optical access network termination device.
W3C (World Wide Web Consortium)
The World Wide Web Consortium (W3C) is the leading international organization for standardizing the World
Wide Web. The W3C standards define the fundamental parts of what makes the World Wide Web work.
Other information
Glossary 488
WAN (Wide Area Network)
A private network that covers a large geographical area through the use of public telecommunications
services.
WDM (Wavelength Division Multiplexing)
Technology which enables different information flows with distinct and separable wavelengths to be
transported on a single optical fiber.
Web Service
A software system designed to support interoperability between different computers on the same network or
in a distributed context (see the definition of W3C).
Wi-Fi
Wireless technology for creating data connections in a limited area, generally within a hundred meters, and
with speeds of up to tens of Megabits per second. Typical uses are home or office use as an alternative to a
wired LAN, or in a public environment to provide internet access, or even to connect devices (e.g. a laptop with
an internet-connected smartphone).
WLL (Wireless Local Loop)
The provision of a customer access equivalent (i.e. the connection between the customer location and the
central office) using wireless technologies rather than cables.
Wi – Max (Worldwide Interoperability for Microwave Access)
Technology that enables wireless access to broadband telecommunications networks, initially specified to
operate over distances of up to tens of kilometers and with speeds in the order of tens of Megabits per second.
It was defined by the WiMAX Forum, a worldwide consortium formed in 2001 by the leading fixed and mobile
telecommunications companies for the purpose of developing, promoting and testing the interoperability of
systems based on IEEE standards.
WLR (Wholesale Line Rental)
A telephone-only wholesale service offered by the dominant operator to alternative operators, whereby the
alternative operator obtains a service similar to ULL without the need to install their equipment at Local
Central Offices. Technically, this is similar to Carrier Preselection (CPS) and differs commercially in that the end
customer is not a subscriber to the dominant operator's access service and does not receive invoices from the
latter; this allows alternative operators to provide customers with both access and traffic services and to
produce a single invoice for 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 home use.
xDSL (Digital Subscriber Line)
Technology that uses normal telephone lines and encompasses different categories such as ADSL
(Asymmetric DSL), HDSL (High-Data-Rate DSL) and VDSL (Very High Bit Rate DSL) and eVDSL (Enhanced Very
High Bit Rate DSL). With this technology, the digital signal occupies high frequencies, so the data transfer rate
is higher.
XR (eXtended Reality)
The extension of reality using devices that enable AR, VR, MR and all their combinations.
Other information
Glossary 489
USEFUL INFORMATION
The Annual Financial Report 2023
presentazioni/report-finanziari.html
reports.html.
can be
viewed at www.gruppotim.it/it/investitori/report-
and www.gruppotim.it/en/investors/reports-presentations/financial-
The Annual Corporate Governance Report and the Remuneration Report can be viewed by respectively
accessing: www.gruppotim.it/it/gruppo/governance/strumenti-governance/relazione-governo-societario.html
e www.gruppotim.it/it/gruppo/governance/remunerazione/relazione.html.
Information on TIM is also available at www.gruppotim.it and information on products and services at
www.tim.it.
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
Other information
Useful information 490