TELECOM ITALIA GROUP ANNUAL REPORT 2000 TELECOM ITALIA GROUP ANNUAL REPORT 2000 GROUP ANNUAL REPORT TELECOM ITALIA TELECOM ITALIA GROUP CONTENTS • Financial highlights of Telecom Italia Group 1 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2000 • Letter from the Chairman 2 OF TELECOM ITALIA GROUP AND TELECOM ITALIA • Corporate bodies 5 • Telecom Italia Group businesses at December 31, 2000 5 Consolidated financial statements at December 31, 2000 • Stockholder information 6 of Telecom Italia Group 131 - Consolidated balance sheets 132 - Consolidated statements of income 135 REPORT ON OPERATIONS - Notes to consolidated financial statements 137 Independent accountants report on the consolidated 1. The market 10 financial statements at December 31, 2000 201 2. The regulatory framework 14 Financial statements at December 31, 2000 of Telecom Italia 205 - Balance sheets 206 3. The Telecom Italia Group 18 - Statement of income 209 - Wireline telecommunications in Italy 20 - Notes to financial statements 211 - Mobile telecommunications in Italy 34 - Satellite telecommunications 39 Independent accountants report on the financial statements - International telecommunications 43 at December 31, 2000 of Telecom Italia 281 - Information technology activities 59 Statutory Auditors' report 283 - Manufacturing activities 62 - Installation activities 63 - Other activities 64 PROPOSED RESOLUTIONS 287 4. Social and environmental awareness 70 5. Management’s discussion and analysis of financial condition APPENDIX TO THE ANNUAL REPORT 307 and results of operations of Telecom Italia Group 75 - Results of operations 76 - Additional information for US investors on the consolidated - Financial condition 81 financial statements at December 31, 2000 of - Financial performance 86 the Telecom Italia Group 308 - Results of operations, financial position and - Corporate Governance 322 performance expressed in euros 88 - Outlook for 2001 91 - Breakdown of Group results by Business Unit 92 - Transactions between Telecom Italia Group and LIST OF MAJOR EQUITY HOLDINGS OF TELECOM ITALIA 331 related parties 95 Useful information 345 - Treasury stock 96 6. Management’s discussion and analysis of financial condition and results of operations of Telecom Italia 97 - Results of operations 99 - Financial condition 104 - Financial performance 102 - Results of operations, financial position and performance expressed in euros 109 - Outlook for 2001 112 - Transactions between Telecom Italia and related parties 113 7. Significant events subsequent to December 31, 2000 114 8. Other information 118 - Litigation 118 - The euro 122 - Performance of TIN and Interbusiness interactive services 123 - Equity investments held by directors and statutory auditors 125 9. Glossary 126 TELECOM ITALIA GROUP • FINANCIAL HIGHLIGHTS OF TELECOM ITALIA GROUP RESULTS OF OPERATIONS 2000 1999 1998 (in billions of lire) Sales and services revenues 55,979 52,481 48,507 Gross operating profit 25,400 23,673 22,888 Operating income 13,179 12,456 9,186 Income before income taxes 9,621 9,711 9,217 Net income 5,709 4,665 5,252 Net income, after minority interest 3,927 3,364 3,830 Cash flow 16,642 15,003 15,732 Capital investments 38,742 13,077 18,883 of which: • Capital expenditures 32,932 10,560 11,659 • Financial investments 5,810 2,517 7,224 PROFIT AND FINANCIAL INDEXES 2000 1999 1998 (percentage) Gross operating profit / Revenues 45.4 45.147.2 Operating income /Revenues (ROS) 23.5 23.718.9 Return on equity (ROE) (1) 13.0 12.6 15.3 Return on investments (ROI) 18.8 23.618.5 Net borrowings/Invested capital (debt ratio) 42.7 29.130.7 FINANCIAL CONDITION 12/31/2000 12/31/1999 12/31/1998 (miliardi di lire) Total assets 126,854 89,181 86,880 Net invested capital 86,273 54,069 51,506 Stockholders’ equity (2) 49,428 38,311 35,680 of which: • Parent company 36,443 33,004 31,651 • Minority interest 12,985 5,307 4,029 Net borrowings 36,845 15,758 15,826 OPERATING DATA 12/31/2000 12/31/1999 12/31/1998 Telecom Italia Fixed network access lines (in thousands) 27,153 26,502 25,986 Annual increase in minutes in fixed network traffic (%) 27.3 11.63.4 - of which domestic 28.1 11.43.0 - of which international 11.5 15.412.9 Internet customers (in thousands) 3,997 1,990 400 TIM Lines (in thousands) 21,601 18,527 14,299 Annual increase in minutes in mobile radio traffic (%) 24.6 35.144.8 GSM coverage (% population) 99.6 99.098.0 E-TACS coverage (% population) 98.0 98.098.0 Number of employees of Group 114,669 122,662 123,966 (1) Net of “Receivables from stockholders for capital contributions”. (2) Net Income / Average stockholders’ equity. 1 TELECOM ITALIA GROUP • LETTER TO SHAREHOLDERS DEAR SHAREHOLDERS, The year 2000 was a year full of new achievements and successes. During the year we completed a demanding organizational transformation and undertook important business development initiatives aimed to enhance growth prospects. At the same time, the Group implemented immediate efficiency measures that led to solid financial results. The business configuration was radically changed, with the divestment of many non-core activities and the constitution of seven business units. Each of the business units was endowed with strategic and operational autonomy. An integral part of the business reconfiguration was the reorganization of the Group’s international holding structure, which more clearly delineated the ownership control of the fixed/integrated telephony activities and the pure mobile telephony activities outside Italy. Today, the Telecom Italia Group is streamlined and concentrating on its core businesses. Moreover, the Group now operates with heightened dynamism and focused competitive skills, which are brought to bear on an international scale. In 2000 the results of this transformation are already evident, as the Group became • more competitive, having dismantled the old, bureaucratic top-heavy structures and orienting personnel and resources to focus on innovative business segments, thereby ready to challenge the competition; ‘‘• more international, expanding in markets of strategic importance. Sales of telecommunications activities abroad grew by approximately 25.5% with respect to 1999, equal to roughly 14% of total Group revenues. At the end of 2000, the Group’s international activities numbered 18.7 million fixed telephony customers and 23.4 million mobile telephony customers. IN 2000 THE KEY FIGURES DEMONSTRATE THE RENEWED DYNAMISM OF THE GROUP. GROUP REVENUES TOTALLED LIRE 55,979 BILLION, INCREASING BY 6.7% COMPARED TO 1999. EBITDA, OR GROSS OPERATING MARGIN, INCREASED BY 7.3% TO LIRE 25,400 BILLION. GROUP CONSOLIDATED NET INCOME ROSE TO 3,927 BILLION, AN INCREASE OF 16.7% COMPARED TO 1999. 2 TELECOM ITALIA GROUP • LETTER TO SHAREHOLDERS The Group achieved these results while at the same time maintaining its commitments to shareholders and the financial markets in terms of profitability. In 2000 the key figures demonstrate the renewed dynamism of the Group. Group revenues totalled Lire 55,979 billion, increasing by 6.7% compared to 1999. EBITDA, or gross operating margin, increased by 7.3% to Lire 25,400 billion. Group consolidated net income rose to 3,927 billion, an increase of 16.7% compared to 1999. The divestments of non-core activities carried out in 2000, most importantly those of Italtel and Sirti, generated approximately Lire 8,300 billion in cash and Lire 1,500 billion in terms of capital gains. During the year, the workforce of Telecom Italia S.p.A., following the agreement with the labor unions, was gradually reduced. In terms of Group employment, a further 17,000 reduction was achieved through the sale of non-core activities. As a result, the Group shed a total of 27,000 employees during 2000. As a result of the entry into the Telecom Italia Group of several companies, including Seat and several foreign companies, the net reduction of employees for the Group was some 8,000. The Group kept its net financial indebtedness within the planned limits thanks to a strict policy of financial management and ended the year at Lire 36,845 billion. This reflects the commitment to financial discipline and to maintain the strength of the Group, while continuing to pursue growth through the acquisitions of Seat Pagine Gialle, new foreign participations and the UMTS license in Italy. The financial and operating results exceeded budget objectives set at the beginning of the year. More particularly, they demonstrate how we stack up against our main European competitors in creating value for our shareholders. The Group boasts high profitability, as demonstrated by its return on invested capital equal to 18.8%, and an EBITDA margin of 45.4%, while its debt/EBITDA ratio is relatively low (1.5 times). In 2000 Telecom Italia S.p.A. recorded revenues of Lire 33,723 billion (-5.9% compared to 1999) and a net income of Lire 4,954 billion (-1.9% compared to 1999). This last figure reflects the effective action taken to curb external costs and labor costs, which were reduced by 9.1% and 3% respectively, compared to 1999. Telecom Italia maintained a total market share of 89%, confirming its ability to face effectively increased competition in spite of the growing pressure on prices. Although volumes increased significantly (+27.3% compared to 1999), revenues from traffic declined. This decline, in turn, was partially offset by the growth in revenues from data transmission, wholesale business and Web services (+26% compared to 1999). Therefore the dividend proposed to the Shareholders’ Meeting will be Lire 605 for ordinary shares (Lire 603 in 1999) and Lire 627 for savings shares (Lire 623 in 1999), with a pay-out equal to 90% of the net income, in line with that of 1999. I would like to emphasize that we achieved these results in a scenario characterized by significant change and fierce competition, where the dynamics of technological and market evolution often clash with the slow regulatory procedures.