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1 summary data and general information >> 1 CONTENTS 14 report on operations 2 corporate boards 107 consolidated financial statements 3 letter from the chairman 169 financial statements telecom italia s.p.a. 4Selected econ. financ. data of T.I. Group 230 other information 6Key data of the B.U. of T.I. Group 7 Operating highlights of T.I. Group { CONTENTS Summary data and Contents 1 general information Corporate boards 2 Letter from the Chairman 3 Selected economic and financial data of Telecom Italia Group 4 Key data of the Business Units of Telecom Italia Group 6 Operating highlights of Telecom Italia Group 7 Shareholder information 8 Performance of the main stocks of Telecom Italia Group 10 Financial indicators 11 Organizational structure of Telecom Italia Group at 12/31/2001 12 Global operations at 12/31/2001 13 Report on Report on operations 14 operations Economic and financial review of Telecom Italia Group 19 Economic and financial review of the Business Units of Telecom Italia Group 34 Other relevant information about Telecom Italia Group 74 Economic and financial review of Telecom Italia S.p.A. 99 Consolidated Consolidated balance sheets 108 financial statements Consolidated statements of income 110 at December 31, 2001 Notes to consolidated financial statements 112 of Telecom Italia Indipendent Auditors’ report 167 Group Financial Balance sheets 170 statements at Statements of income 172 December 31, 2001 of Notes to financial statements 174 Telecom Italia S.p.A. Indipendent Auditors’ report 222 Statutory Auditors’ report 224 Other Information Proposed resolutions 230 Useful information 231 Annual report 2001 1 1 summary data and general information >> 1 CONTENTS 14 report on operations 2 corporate boards 107 consolidated financial statements 3 letter from the chairman 169 financial statements telecom italia s.p.a. 4Selected econ. financ. data of T.I. Group 230 other information 6Key data of the B.U. of T.I. Group 7 Operating highlights of T.I. Group { CORPORATE BOARDS Board of Chairman Marco Tronchetti Provera Directors1 Deputy Chairman Gilberto Benetton Managing Directors Enrico Bondi Carlo Orazio Buora Directors Umberto Colombo * Ĩ * Member of Directors’ Francesco Denozza Remuneration Committee Luigi Fausti * Guido Ferrarini ** Ĩ ** Member of Internal Audit and Paolo Maria Grandi Corporate Governance Natalino Irti ** Committee Gianni Mion Massimo Moratti Carlo Alessandro Puri Negri Pier Francesco Saviotti * Roberto Ulissi ** Secretary to the Board Francesco Chiappetta Board of Statutory Chairman Paolo Germani Auditors2 Acting auditors Mario Boidi Paolo Golia Fabrizio Quarta Gianfranco Zanda Alternate auditors Enrico Bignami Leonida Liuni Common representative Carlo Pasteris of the savings shareholders3 Independent auditors4 Reconta Ernst & Young S.p.A. 1 Appointed by the Shareholders’ Meeting on November 7, 2001 2 Appointed by the Shareholders’ Meeting on July 3, 2000 3 Appointed by the special Savings Shareholders’ Meeting on October 31, 2001 4 Appointed by the Shareholders’ Meeting on June 12, 2001 Annual report 2001 2 1 summary data and general information >> 1 CONTENTS 14 report on operations 2 corporate boards 107 consolidated financial statements 3 letter from the chairman 169 financial statements telecom italia s.p.a. 4Selected econ. financ. data of T.I. Group 230 other information 6Key data of the B.U. of T.I. Group 7 Operating highlights of T.I. Group { LETTER FROM THE CHAIRMAN Dear Shareholders, Now that the period of special measures has more or less come to an end, we can One of the new management’s first start anew with a cycle of operations objectives at Telecom Italia, after its entry which aims to consolidate our strategy of in the Group, was to take action on an creating value. industrial level to achieve a turnabout of this great Italian company. In February of this year the new industrial plan for the Group was presented to the The Telecom Italia Group occupies an international financial community. It is extremely important place in Italy’s based on strategies that will strengthen industrial scenario, both because of the the leadership position of the companies high level it has reached technologically of the Group on the domestic market, and the impressive level of professional particularly the markets of wireline and skills to which it has access. In fact, we saw mobile telephone services and Internet that what was needed was a more solid, services, and energize its international more efficient productive and financial presence, particularly the presence of TIM structure, which would reinforce its in Latin America, Turkey and Greece. capacity to play a role of primary importance in the key sector of Information Several factors are fundamental to this and Communication Technology. development plan: strengthening the core business, the ability to offer ever higher In order to achieve these objectives, in the quality and better services, which are truly first few months after we took over the source of creating value, the management of the Group, we carried out reorganization of the foreign portfolio and some important transformations. Firstly technological innovation. And a factor of we completely reorganized the Group’s primary importance in the success of all of staffing and business structures. We also these is customer satisfaction. implemented a series of measures to bring about a decisive improvement in its level I would like to conclude by saying that I am of efficiency and profitability. convinced that, by putting this solid basis to the best possible use, together with a We adopted a strict policy to control costs newfound awareness of its role in the and investments, continued with the revitalization of Italy, the Telecom Italia policy of divesting non-core activities and Group can face the future with confidence, started a gradual program to restructure and guarantee its shareholders and all its and reduce debt. Furthermore, we stakeholders the best possible chances of adopted accounting criteria that are a success in the future. better reflection of the market values of Marco Tronchetti Provera some assets, particularly in the case of the foreign operations of the Group. Annual report 2001 3 1 summary data and general information >> 1 CONTENTS 14 report on operations 2 corporate boards 107 consolidated financial statements 3 letter from the chairman 169 financial statements telecom italia s.p.a. 4Selected econ. financ. data of T.I. Group 230 other information 6Key data of the B.U. of T.I. Group 7 Operating highlights of T.I. Group { SELECTED ECONOMIC AND FINANCIAL DATA OF TELECOM ITALIA GROUP In 2001, the investment in the Nortel Inversora group (Telecom Argentina) – which in 2000 had been consolidated using the proportional method – was accounted for using the equity method. For purposes of comparison, the financial statements for 2000 have been restated to give effect to the consolidation of the Nortel Inversora group using the equity method. Moreover, the following changes in the scope of consolidation took place during the year: -the groups Seat Pagine Gialle, Jet Multimedia, Magéos Explorer and Maxitel and the company Corporacion Digitel: only the balance sheets were consolidated in 2000 since they were acquired at the end of the year, whereas in 2001 they were consolidated line-by-line, including the statements of income - the Entel Chile group and the companies TIM Celular Centro Sul, TIM Sao Paulo and TIM Rio Norte: included in the scope of consolidation beginning 2001 - the Sirti and Italtel groups: excluded from the scope of consolidation since they were sold during 2000, the year in which they were consolidated line-by-line for the first nine months (1) Revenues (euro/million) 2001 2000 2000 1999 40,000 Results of operations + 13.43% (in millions of euro) 30,818 + 0.24% Sales and services revenues 30,818 27,169 28,911 27,104 30,000 27,104 27,169 Gross operating profit 13,619 12,217 13,118 12,226 20,000 Operating income pre-amortization of goodwill 7,696 6,608 6,985 6,535 Operating income 6,674 6,440 6,805 6,433 10,000 Income (loss) before income taxes (733) 4,802 4,968 5,015 Income (loss) before minority interest (1,658) 2,892 2,948 2,409 0 1999 2000(1) 2001 Net income (loss) (2,068) 2,028 2,028 1,737 Cash Flow (2) 5,990 4,453 4,763 8,443 Investments: 11,257 19,484 20,009 6,754 - Industrial 6,990 7,375 7,899 4,887 Gross operating - Goodwill 1,174 9,109 9,109 567 profit (euro/million) - Financial 3,093 3,000 3,001 1,300 15,000 + 11.48% – 0.07% 13,619 12,226 12,217 Financial condition (in millions of euro) 10,000 Total assets 62,670 61,985 65,515 46,058 Net invested capital 41,250 41,923 44,556 27,924 Shareholders’ equity 19,308 24,690 25,527 19,786 5,000 - Parent company interest 13,522 18,821 18,821 17,045 - Minority interest 5,786 5,869 6,706 2,741 0 1999 2000(1) 2001 Net debt 21,942 17,233 19,029 8,138 (1) Restated to give effect to the consolidation of the Nortel Inversora group (Telecom Argentina) using the equity method instead of the proportional method (2) Calculated as follows: Operating income + Depreciation and amortization – Industrial investments + Change in operating working capital Annual report 2001 4 1 summary data and general information >> 1 CONTENTS 14 report on operations 2 corporate boards 107 consolidated financial statements 3 letter from the chairman 169 financial statements telecom italia s.p.a. 4Selected econ. financ. data of T.I. Group 230 other information 6Key data of the B.U. of T.I. Group 7 Operating highlights of T.I. Group Ī 2001 2000 (1) 2000 1999 Profit and financial indexes Gross operating profit/Revenues 44.2% 45.0% 45.4% 45.1% Operating income/Revenues (ROS) 21.7% 23.7% 23.5% 23.7% Revenues/Employees Return on equity (ROE) n.s.