Telecom Italia S.p.A. First Half 2007 Report Telecom ItaliaS.p.A.Telecom FirstHalf2007Report Report on Operations Corporate GovernanceConsolidated Financial Stat. Parent’s Financial Stat. Other Information Contents Report Corporate Boards at June 30, 2007 2 on Operations Macro-organization chart at June 30, 2007 - Telecom Italia Group 5 Regulatory framework 7 Information for investors 10 Selected operating and financial data - Telecom Italia Group 12 Alternative performance measures 14 Comments on operating and financial performance - Telecom Italia Group 15 Reconciliation between the equity and net income of the Parent and the consolidated figures 30 Related party disclosures 31 Events subsequent to June 30, 2007 31 Business outlook: for the current year in progress 31 The Business Units of the Telecom Italia Group 32 Domestic 34 European Broadband 43 Brazil Mobile 47 Media 50 Olivetti 53 Other activities 55 Sustainability 57 Introduction 57 Customers 58 Suppliers 60 Competitors 62 Institutions 64 The Environment 67 The Community 69 – Research and development 71 Human resources 74 Shareholders 79 REPORT ON CORPORATE GOVERNANCE - HALF-YEARLY UPDATE 81 Telecom Italia Contents 88 Group Interim Consolidated balance sheets 89 Consolidated Consolidated statements of income 91 Financial Statements at Consolidated statements of changes in equity 92 June 30, 2007 Consolidated statements of cash flows 94 Notes to the interim consolidated financial statements 96 Telecom Contents 172 Italia S.p.A. Balance sheets 173 Interim Statements of income 175 Accounting information at Statements of changes in equity 176 June 30, 2007 Statements of cash flows 177 Notes 179 Other Independent Auditors’ Report on the limited review 184 information Board of Auditors’ comments on the Half-Year Report as of June 30, 2007 185 Useful information 192 Contents 1 Report on Operations Corporate GovernanceConsolidated Financial Stat. Parent’s Financial Stat. Other Information Corporate Boards at June 30, 2007 Ī Board of Directors The board of directors was elected by the ordinary shareholders’ meeting held on April 16, 2007 which established the number of directors as 19 and set the expiration for the term of office as one year, that is, up to the date of the shareholders’ meeting called to approve the financial statements for the year ended December 31, 2007. On April 17, 2007, the new board of directors of Telecom Italia elected Pasquale Pistorio as chairman and confirmed Carlo Orazio Buora as executive deputy chairman and Riccardo Ruggiero as CEO. Accordingly, the board of directors of the Company at June 30, 2007 is composed of the following: Chairman Pasquale Pistorio Executive Deputy Chairman Carlo Orazio Buora Chief Executive Officer Riccardo Ruggiero Directors Paolo Baratta (Independent) Gilberto Benetton Diana Bracco (Independent) Stefano Cao (Independent) Renzo Capra (Independent) Claudio De Conto Domenico De Sole (Independent) Luigi Fausti (Independent) Jean Paul Fitoussi (Independent) Luciano Gobbi (1) Aldo Minucci Gianni Mion Renato Pagliaro Carlo Alessandro Puri Negri Cesare Giovanni Vecchio (Independent) Luigi Zingales (Independent) Secretary to the Board Francesco Chiappetta The composition of the committees reported below was established by the board of directors’ meeting held on May 8, 2007. Remuneration Committee Stefano Cao Renzo Capra Luigi Fausti Luigi Zingales The committee, in the next meeting, elected the director Luigi Zingales as chairman. Committee for Internal Control Paolo Baratta and Corporate Governance Diana Bracco Domenico De Sole Luigi Fausti Cesare Giovanni Vecchio The committee, in the next meeting, elected the director Paolo Baratta as chairman. Strategies Committee Pasquale Pistorio Carlo Orazio Buora Riccardo Ruggiero Paolo Baratta Domenico De Sole Jean Paul Fitoussi Renato Pagliaro (1) On July 4, 2007, the director Luciano Gobbi tendered his resignation; the board of directors’ meeting held on July 24, 2007 Gaetano Miccichè was appointed a director. Corporate Boards at June 30, 2007 2 Report on Operations Corporate GovernanceConsolidated Financial Stat. Parent’s Financial Stat. Other Information Ī Board of Statutory Auditors The shareholders’ meeting held on April 16, 2007 added to the board of statutory auditors, appointing Enrico Maria Bignami (previously an alternate auditor) as acting auditor and Luigi Gaspari as alternate auditor up to the expiry of the term of office of the board of statutory auditors in office (approval of the 2008 financial statements). Consequently, the board of statutory auditors of the Company at June 30, 2007 is composed of the following members: Chairman Paolo Golia Acting Auditors Enrico Maria Bignami Salvatore Spiniello Ferdinando Superti Furga Gianfranco Zanda Alternate Auditors Luigi Gaspari Enrico Laghi Ī Common representatives – Savings shareholders Carlo Pasteris Appointed for the three-year period 2007-2009 by the special shareholders’ meeting held on May 16, 2007. – Bondholders Francesco Pensato “Telecom Italia 1.5% 2001-2010 convertible bonds with a repayment premium” Appointed by the May 2, 2005 decree of the Milan Court, after failure to establish the corresponding bondholders’ meeting. – Bondholders Francesco Pensato “Telecom Italia 2002-2022 bonds at floating rates, open special series, reserved for subscription by employees of the Telecom Italia Group, in service or retired” Appointed by the July 8, 2005 decree of the Milan Court, after failure to establish the corresponding bondholders’ meeting. – Bondholders Francesco Pensato “Telecom Italia S.p.A. Euro 750,000,000 notes 4.50% due 2011” Appointed by the April 10, 2006 decree of the Milan Court, after failure to establish the corresponding bondholders’ meeting. – Bondholders Francesco Pensato “Telecom Italia S.p.A. Euro 1,250,000,000 notes 5.375% due 2019” Appointed by the April 10, 2006 decree of the Milan Court, after failure to establish the corresponding bondholders’ meeting. Ī Independent auditors The shareholders’ meeting of April 16, 2007, based on the proposal by the board of statutory auditors, extended the engagement of the audit firm of Reconta Ernst & Young S.p.A. to the three-year period 2007-2009. Corporate Boards at June 30, 2007 3 Report on Operations Corporate GovernanceConsolidated Financial Stat. Parent’s Financial Stat. Other Information Ī Managers with strategic responsibilities Managers with strategic responsibilities, that is, those who have the power and responsibility, directly or indirectly, for the planning, direction and control of the operations of Telecom Italia, including the directors, are the following: Directors: Guido Rossi (1) Chairman Pasquale Pistorio (2) Chairman Carlo Orazio Buora Executive Deputy Chairman Riccardo Ruggiero Chief Executive Officer General Manager Managers: Enrico Parazzini Head of Finance, Administration and Control Chairman of Telecom Italia Media S.p.A. General Manager Antonio Campo Dall’Orto (5) Chief Executive Officer of Telecom Italia Media S.p.A. Head of the Media Business Unit Stefano Pileri Head of Technology General Manager Massimo Castelli Head of Domestic Fixed Services General Manager Luca Luciani Head of Domestic Mobile Services General Manager Gustavo Bracco Head of Human Resources, Organization and Security Francesco Chiappetta Head of General Counsel & Corporate and Legal Affairs Germanio Spreafico Head of Purchasing Franco Rosario Brescia (3) Head of Public Affairs Paolo Annunziato (4) Head of Public Affairs Filippo Bettini (5) Head of Strategy Giampaolo Zambeletti (5) Head of International Affairs (1) To April 6, 2007 (2) From April 17, 2007 (3) From February 16, 2007 to May 24, 2007 (4) From May 25, 2007 (5) From February 16, 2007 Ī Committees One of the organizational tools adopted to ensure the management and the operational integration of the Group is the Committee System of the Group, with the aim of: – monitoring the implementation of strategies and the development of plans and the attainment of results; – ensuring the overall coordination of business actions and the management of the relative cross-over business issues; – building up the necessary operating synergies between the various functions involved in the technological, business and support processes; – fostering the integrated development of the innovation processes of the Group. The Committee System of the Group is undergoing a review and transformation in light of the changes in the organizational structure. Corporate Boards at June 30, 2007 4 Report on Operations Corporate GovernanceConsolidated Financial Stat. Parent’s Financial Stat. Other Information Macro-organization chart at June 30, 2007 - Telecom Italia Group Macro-organization chart 5 Report on Operations Corporate GovernanceConsolidated Financial Stat. Parent’s Financial Stat. Other Information In order to maintain its competitive position at high levels in an ever-increasingly dynamic market, the Telecom Italia Group has adopted an organizational system based upon a “divisional” model aimed at achieving a greater degree of control over the business areas while at the same time reinforcing the governance of the processes. The new model brought about a new organizational structure of the Group beginning on January 22, 2007 which can be described as follows: • Group Functions, in charge of directing the operations of the Telecom Italia Group; • Business Departments, responsible for business development and activity coordination for the reference market; • Business Units, responsible for Media and Olivetti business development.