WIND Telecomunicazioni FY 2013 Results Delivering Solid Cash Flows March 7, 2014 Full Year 2013 Highlights Revenues • WIND continues to outperform the market with total revenues of €4,983 mln, declining by 8.2% YoY; excluding MTR impact, revenues remain stable (-0.9%) • Mobile service revenues -10.7% YoY, due to intense price competition and MTR cuts • Strong mobile internet revenues performance with double digit growth (+35.2%) EBITDA Op. FCF (EBITDA – CAPEX) NFI • EBITDA at €1,944mln, declining by 5.8% YoY with positive impact of cost saving initiatives partially compensating pressure on top line • EBITDA margin grows 1.0 p.p. to 39.0% driven by cost efficiency measures, mainly in advertising, rental and power; increase in fixed-line margin driven by LLU focus strategy • Continued strong Op. FCF generation of €1.16 billion in 2013, stable YoY • Net Financial Indebtedness at €9,145 million vs. €9,151 million as of December 2012; • Net debt / EBITDA at 4.7x 2 Despite a Challenging Environment in 2013… Italian TLC Market Evolution* (€bln) Total -23.4% 36.1 34.9 Incoming 33.1 • Italian TLC market decline driven by intense mobile 30.9 price competition and MTR cuts 27.6 -81.4% Mobile excl. Incoming • In the last 5 years mobile incoming revenues declined 81.4% for a total amount of approximately €3.0 billion Fixed • Elimination of aggressive summer promotions in 2009 2010 2011 2012 2013 E Unemployment Trend*** September, leading to lower gross additions and reducing churn 12.1 12.4 • GDP in 2013 expected to decline 1.9%** 10.7 • Family consumption index still negative in 2013 7.8 7.7 6.8 6.1 8.4 8.4 • Unemployment remains high with youth component 6.7 above 40% 2005 2006 2007 2008 2009 2010 2011 2012 2013E 2014E * Source: IDC February 2014; Total Market of telecommunication services revenues excluding handsets and CPE; fixed excluding also incoming and wholesale revenues ** Source: ISTAT February 2014 *** Sources: ISTAT November 2013 3 …WIND has Continued to Focus on Key Strengths… Best Customer Relationship • Maintain leadership in mobile customer satisfaction • Simple and transparent tariffs structure to meet customer needs Grow Beyond the Core • My WIND App for smart-phones and tablets downloaded more than three million times • Revenue share model with Google play with over Player 1 Player 2 1.2 million downloads since its launch in June 2013 • Approximately 32 million accesses on WIND self Player 4 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Innovative and Attractive Pricing • Smart “value for money” proposition with clear, transparent and simple offer • “All Inclusive” umbrella across the board • Good quality network with performance in line with customers expectation • Focus on mobile data and digital services care area One Product & One Brand • Continued market outperformance • Best in class in mobile data growth • Strong unified brand across all segments • Innovative and attractive pricing upselling through self- tailored options to bolt on “All Inclusive” bundle 4 …Further Improving its Efficiency… Cost efficiency program Advertising • Optimized all P&L’s Opex cost lines • “Network Transformation Project” delivers savings for more than €40 million in 2013 • Advertising optimization with same format and testimonial across all business segments, prepaid and postpaid, mobile and fixed, consumer and business, provides approximately €44mln savings on annual basis • Dedicated internal organization to optimize rental and power costs delivers approximately €22 mln savings through: Real Estate Network & Technology Distribution BTS modernization Data center consolidation Supplier renegotiations Site rental optimization • “Build the Network” project with Huawei and Sirti in order to achieve approximately €45 million saving on CAPEX with the same amount of equipment installed in the previous year • Continued network sharing with the major mobile telecoms • In-sourcing activities and maintenance optimization to maximize productivity • Lowest SAC through efficient distribution strategy; use of more efficient pull channels for all market segments contribute to a saving of approximately €18 mln in 2013 5 …While Continuing to Invest… Mobile Network • GSM network completed: reaches 99.85% population CAPEX* (€mln) 16.7% 15.8% CAPEX / Revenues* coverage with GPRS/EDGE nationwide coverage • HSPA+ network developed: 96.34% population coverage, with 21 Mbps being rolled out in all Italian cities, 42 Mbps being deployed in largest cities • 905 LTE in Rome, Milan and main airports hotspots 789 Fixed Network • 2012 1,458 LLU sites: c. 60% direct population coverage in all major Italian cities Backbone • Solid fibre optic backbone of 21,647 km, supporting both fixed and mobile businesses 2013 LTE Plans • LTE available in 17 largest Italian cities by the end of 2014 utilizing 800 MHz spectrum; • CAPEX spend not expected to change materially vs. previous 2-3 years * CAPEX excludes LTE costs. CAPEX 2013 excludes €134mln of non-cash increase in Intangible Assets related to the contract with Terna in relation to the Right of Way of WIND’s backbone. Figures as of December 31 6 …Leading to Continued Outperformance in 2013 Mobile Market Share (SIM)* Net Promoter Score Q4 2013 35.0 22.8% 23.3% 24.3% 9.9% 10.3% 10.6% 23.0 6.0 Player 4 Player 1 32.4% 31.7% 31.0% 22.0 Player 2 Player 4 Player 2 WIND vs. Market** Revenues 2013 vs. 2012 34.9% 2011 34.7% 2012 34.1% Mobile data Player 1 Fixed data 34% 2013 5% 6% Market WIND -1% * Source: player 1, player 2 and player 4 internal estimates on official declaration; excluding MVNO ** Source: IDC February 2014; mobile data revenues excludes SMS P2P, CPE and other revenues; fixed data revenues excludes wholesale and CPE revenues. 7 FY 2013 Operational Performance Strong Mobile Commercial Performance Customer Base ARPU (mln) +3.0% (€) 22.3 21.6 14.4 -14.5% 3.9 +9.6% 12.3 10.4 2012 2013 2012 4.3 Data 8.0 Voice 2013 Gross Adds (mln) 8.1 +7.6% 8.7 • WIND’s customer base up 3.0% YoY driven by the significant growth of gross additions in first part of the year, despite competitive environment • Data ARPU increases 9.6% reaching 35.2% of total ARPU; voice ARPU declines as a result of the intense price competition coupled with the MTR cuts • Voice traffic continues to grow double digit as a result of increasing penetration of “All Inclusive” bundles 2012 2013 9 Impressive Mobile Internet Performance Mobile Internet CB* Internet & Data Revenues ('000) (€ mln) +49.7% +14.2% 5,541 +35.2% 127 8,296 -5 21 1,150 1,007 2012 2013 • Internet and Data revenues confirm to be future 540 proof with double digit growth driven by increase in data users penetration via “All Inclusive” bundles and specific data offerings coupled with increase in penetration of smartphones 2012 Mobile Internet Traditional Data Content 2013 * Mobile Internet includes consumer customers that have performed at least one mobile Internet event in the previous month 10 Fixed-Line Performance Delivering on LLU Strategy Voice Subscribers ('000) 3,110 -4.7% 2,963 • Fixed voice subscribers decrease by 4.7% as a result of strategy focused on LLU and pull -2.0% 2,466 2,415 Direct channels, in order to switch acquisition from quantity to quality and generate a positive 645 -15.0% 2012 548 Indirect growth in EBITDA and margin 2013 ARPU (€) 31.2 -1.7% 30.7 • Fixed-line ARPU declines marginally with the voice component decrease partially offset by the double digit growth in data ARPU driven by broadband 2012 2013 11 Solid Fixed Broadband Performance Broadband Subscribers (‘000) 2,210 -0.9% 92.9% Broadband ARPU (€) 2,191 92.9% 1,848 2012 Q1 2013 Q2 2013 20.4 20.5 Q3 2013 Q4 2013 19.1 Q4 2012 2013 Dual-play Subscribers (‘000) 20.2 Flat Pay x use 2012 20.2 +1.0% 1,866 2013 Strategic Highlights • Fixed Broadband customer base stable, in line with the strategy focused on acquisition of higher value LLU customers and increasing utilization of inbound sales channels • BB ARPU increases as a result of growing penetration of customers with a dual play bundles driven by convergence options between fixed and mobile both covered by the common “All Inclusive” umbrella 12 FY 2013 Financial Performance Revenues and EBITDA – Total Total Revenues (€mln) 5,427 • Total revenues decline 8.2% with service revenues -8.2% 4,983 374 406 Other revenues + CPE down 9.4% mainly due to the aggressive price competition coupled with double MTR cuts. Excluding -9.4% MTR impact total revenues are stable (-0.9%) 5,053 4,577 TLC service revenues • From September promotional pressure reduced but cannibalization effect on customer base remains an 2012 2013 issue EBITDA / Margin (€mln/%) 39.0% 38.0% 2,063 • EBITDA declines 5.8% YoY with positive impact coming from the optimization in all P&L cost lines -5.8% 1,944 partially compensating pressure on top line • EBITDA margin at 39.0% up 1.0 percentage point versus 2012 2012 2013 14 Revenues and EBITDA – Mobile Total Revenues (€mln) 3,958 -7.8% 281 3,648 366 • Total mobile revenues in 2013 decline 7.8% as a Other rev. + CPE combined result of: Strong performance in mobile Internet & data 3,677 -10.7% 3,282 TLC service rev. revenues, growing 14.2%, driven by impressive growth in mobile Internet, up 35.2% Decline in mobile voice revenues mainly driven 2012 2013 EBITDA / Margin 43.7% (€mln / %) by fierce price competition and reduction of incoming revenues due to the MTR cuts 42.7% -9.9% 1,731 1,559 • 2013 EBITDA declines 9.9% to €1,559 million mainly due to the pressure on service revenues 2012 2013 15 Revenues and EBITDA – Fixed-Line Total Revenues (€mln) 1,469 -9.1% 93 • Fixed-line total revenues in 2013 decline 9.1% YoY 1,335 40 Other rev. + CPE -5.9% 1,376 1,295 TLC service rev. mainly due to lower service revenues, down 5.9%, driven by the LLU strategy focused on higher value subscribers, and fixed to mobile substitution 2012 2013 EBITDA / Margin 28.8% 22.6% (€mln/%) +15.8% • EBITDA increases 15.8% YoY to €384 mln driven by strategy focused on higher margin LLU customers and pull channels leading to significant 332 2012 384 increase in margin 2013 16 P&L Highlights • 2013 EBIT trend reflects the decline in EBITDA coupled with higher D&A charges, (€ mln) 2013 2012 Change mainly related to intangible assets, as the % rights of use for the LTE frequencies were 4,829 5,262 (8.2)% amortized from the beginning of the first 154 165 (6.8)% quarter Total Revenues 4,983 5,427 (8.2)% EBITDA 1,944 2,063 (5.8)% D&A (1,276) (1,147) (11.3)% provision for uncertain position mainly EBIT 667 916 (27.1)% related to interest expense Financial Income and expenses (999) (875) (14.2)% EBT (332) 40 n.m. Income Tax (149) (164) 9.0% €124 million in 2012, mainly due to the Net result (481) (124) n.m. decline in EBIT coupled with higher Revenues Other revenues • Increase in Financial Expenses due to a • 2013 net loss of €481 million vs. net loss of financial expenses, partially compensated by lower P&L taxes 17 Capitalization (€mln) As of As of December 31, 2013 December 31, December 31, EBITDA 2012 2013 Net Financial Indebtedness stable: • €575 mln of bank loan maturities Cash and Equivalents (131) (141) (0.1x) Bank Loan 2,947 2,420 1.2x Total Bank Debt 2,817 2,279 1.2x Senior Secured Notes 2018 3,169 3,133 1.6x Senior Secured Notes 2019 150 0.1x the payment of the 2013 instalment; Senior Secured Notes 2020 400 0.2x renegotiated interest cost refinanced with new 2019/2020 Total Bank Loan + SSN 5,986 5,962 3.1x Senior Notes 2017 2,827 2,779 1.4x 328 250 0.1x Financial Receivables (156) (161) (0.1x) Derivatives and Other 167 315 0.2x 9,151 9,145 4.7x Ministry LTE Liability Total Net Debt SSNs • Ministry LTE liability decrease due to • Derivatives and other increase mainly due to the non-cash increase in Intangible Assets, related to the contract with Terna; net of the impact of Terna NFI decreases by approximately €140 mln Cash Net Debt Interest Accrued Fees to be amortized Derivatives MTM EBITDA NFI WAHF Group (vs. third parties) / EBITDA at 5.4x 9,098 185 (299) 167 8,852 217 (240) 315 1,944 18 Optimized Debt Maturity Profile € mln 2,678 €81 mln LTE liability to Government due in October was pre-paid in May 2013 3,216 81 81 2013 2014 TLA Senior Secured Notes 2018 Senior Secured Rate Notes 2020 2,015 425 150 81 340 2015 2016 2017 TLB LTE Liability to Italian State 2018 2019 2020 HY 2017 Senior Secured Floating Rate Notes Notional amounts. USD tranche has been converted at CCS EUR/USD Exchange Rate 19 Thank you 20