portugal telecom - Nova School of Business and Economics
Transcription
portugal telecom - Nova School of Business and Economics
MASTERS IN FINANCE EQUITY RESEARCH PORTUGAL TELECOM COMPANY REPORT TELECOM STUDENT: FRANCISCO MARTINS 7 JANUARY 2013 francisco.martins@novasbe.pt It Keeps Holding On Recommendation: BUY A History of Survival in a Hostile Environment Price Target FY12: 4.87 € price target of 4.87€ per share, corresponding to an overall upside Price (as of 7-Feb-13) 3.87 € potential of 21% compared to current price levels. Reuters: Bloomberg 52-week range (€) We recommend buying Portugal Telecom given our FY12 Despite a hazy economic climate (-3% GDP growth in 2012), domestic operations in the residential segment have shown 3.00-4.44 Market Cap (€m) 3,470,40 Outstanding Shares (m) to be extremely resilient and we expect this to continue moving 896.51 Source: Bloomberg forward, with PT being only moderately harmed. The massive investment in fibber rollout, about 320M€, should not yield 4% significant results in the short term, but once the economy is back 3% on track, PT’s superior network should become an important 2% differentiation factor, all the while the market continues to evolve to a bundled-offer dominated market. 1% 0% -1% -2% Domestic mobile will stop growing for now as a result of the economic downturn, the rise of tribal plans and adverse -3% -4% regulation. Domestic enterprise is the most affected segment, as a PT Returns PSI-20 Returns natural result of the economic cycle and of austerity measures. Source: Bloomberg Oi’s turnaround plan, in a climate of economic growth (2% (Values in € millions) 2011 2012E GDP growth in 2012), will yield significant improvements in terms Revenues 6.146 6.747 6.479 of efficiency, revenues and governance, despite stiff competition EBITDA 2.188 2.335 2.2213 EBIT 744 811 709 Net Profit 423 405 446 EPS 0.47 0.45 0.50 0.50 and the required high levels of investment. Leverage (80% D/EV in market values) will remain high, 2013E EV/Sales 0.52 0.48 but will fall slightly through lower dividends, lower CAPEX, use of EV/EBITDA 1.47 1.37 1.45 excess cash and divestment of international non-core assets. Net Debt/EV 77% 64% 63% 9.2% 7.6% Company description Source: Analyst Estimates, Company Reports ROIC Portugal Telecom is the leading telecommunications operator in Portugal, with presence in the fixed line, broadband, pay TV, mobile and corporate segments. It is also present in the growing Brazilian market, through a stake in Oi and a minor one in Contax, in addition to several other countries in Africa and Asia. THIS REPORT WAS PREPARED BY FRANCISCO MARTINS, A MASTERS IN FINANCE STUDENT OF THE NOVA SCHOOL OF BUSINESS AND ECONOMICS, EXCLUSIVELY FOR ACADEMIC PURPOSES. THIS REPORT WAS SUPERVISED BY ROSÁRIO ANDRÉ WHO REVIEWED THE VALUATION METHODOLOGY AND THE FINANCIAL MODEL. (SEE DISCLOSURES AND DISCLAIMERS AT END OF DOCUMENT) See more information at WWW .NOVASBE.PT Page 1/38 COMPANY REPORT PORTUGAL TELECOM Table of Contents COMPANY OVERVIEW ........................................................................... 3 VALUATION METHODOLOGY ................................................................ 4 PORTUGAL BUSINESS ........................................................................... 5 THE RESIDENTIAL BUSINESS – A CASE OF RESILIENCE .....................................6 THE PERSONAL BUSINESS – UN AVOIDABLE DOWNTURN ................................ 14 ENTERPRISE – W HERE IT HURTS THE MOST..................................................... 17 COST MARGINS AND INVESTMENTS ................................................................... 18 OI BUSINESS ..........................................................................................20 OI TURNAROUND PLAN – A STEP IN THE RIGHT DIRECTION ............................. 20 THE RESIDENTIAL BUSINESS – A ROCK-BOTTOM START ................................. 22 PERSONAL BUSINESS: A SLOW MOVE............................................................... 24 ENTERPRISE ....................................................................................................... 25 FINANCIAL STRUCTURE AND COST OF CAPITAL .............................26 AN ATYPICAL CAPITAL STRUCTURE ................................................................... 26 THE COST OF CAPITAL ....................................................................................... 27 SCENARIO ANALYSIS ...........................................................................28 PORTUGAL LEAVES THE EURO ........................................................................... 28 M&A ACTIVITY IN PORTUGAL ............................................................................. 30 FINAL VALUATION CONSIDERATIONS ................................................31 APPENDIX I – FINANCIAL STATEMENTS .............................................33 APPENDIX II – MACROECONOMIC FORECASTS ................................36 APPENDIX III – INTERNATIONAL COMPARABLES .............................36 APPENDIX III – IMPACT OF LEVERAGE ON CREDIT RATING ............37 DISCLOSURES AND DISCLAIMER .......................................................38 RESEARCH RECOMMENDATIONS........................................................................ 38 PAGE 2/38 COMPANY REPORT PORTUGAL TELECOM Company Overview Portugal Telecom (PT) is the largest Portuguese telecommunications company currently operating. Although its main source of value creation is still its domestic Graph 1 - Enterprise Value Per Geography operations – PT Comunicações and TMN – through which the company provides services in fixed phone, fixed broadband, Pay TV, mobile phone and mobile data, 11% PT has been diversifying its operations, currently owing stakes in Brazil, as well 1 as various countries in Africa and Asia . This geographical dispersion comes as a 39% 51% result of one of the key strategic milestones of the company, which is to have at least 2/3 of its revenues coming from international assets. The Brazilian market, in particular, has been paid great attention to. Up until 2010, PT held a 29.71% Portugal stake in Vivo, a Brazilian communications company, which has since then been Brasil sold to Telefonica. PT has however reinvested in the Brazilian market by Other International Assets acquiring a 25.6% stake in Oi, a communications company whose business Source: Analyst Estimates segments are very much in line with those of PT’s own domestic operations. 2 Once a Portuguese state-owned company (its last privatization was completed in 3 2000 ), the company is currently owned by a number of minority, mostly 4 institutional shareholders, the main ones being: RS Holding (10.05% of total capital), Grupo Espírito Santo (10.04%), Grupo Telemar Norte Leste S.A. (10.00%), Grupo Caixa Geral de Depósitos (6.42%), Grupo Norges Bank (4.96%) Dispersed Ownership Structure and UBS AG (4.69%). Moving forward, we do not forecast major changes in these positions. As far as Ongoing Strategy Investments is concerned, it has 5 repeatedly stated their interest in remaining one of PT’s main shareholders ; Telemar Norte Leste S.A. has just acquired it stake as part of the strategic agreement between PT and Oi, and we find no reasons suggesting Norges Bank, Grupo Espírito Santo and UBS AG to have intentions to divest. Doubts could arise concerning the future intents of Caixa Geral de Depósitos since the group is being pressured to divest; while so far there have been no movements in this direction, we remain sceptical over the group’s ability to finance further capital increases, should PT need them. 1 A summary of these international stakes is presented in the next section, “Valuation Methodology”. PT has also acquired a 44.4% stake at Contax, a Brazilian corporate solutions company. 3 In July 2011, with the removal of the golden shares that effectively allowed the Portuguese government to still intervene in the company by vetting its strategic decisions, all the direct influence of the Portuguese State was officially terminated, despite the fact that an indirect stake (through Caixa Geral de Depósitos, a state-owned bank) is still present. 4 RS Holding is property of Ongoing Strategy Investments. This is a Portuguese company with investments in communications, TMT, financial services, energy, infrastructures, real estate and services. On the communications side, the company detains, beside its 10.05% stake in PT, a 3.29% stake in Zon, PT’s main competitor. This is not a unique situation, seeing as how Grupo Espírito Santo also holds a stake in Zon. 5 “This was our strategy since the beginning. We wanted to become one of the largest shareholders from PT. This is a company with a lot of liquidity and a very attractive balance sheet. It is the kind of company from which you want to be an investor” – Nuno Vasconcelos, President of the Group, in a statement issued to Bloomberg at 03/06/2012. 2 PAGE 3/38 COMPANY REPORT PORTUGAL TELECOM Valuation Methodology In order to value PT, we have employed a sum of parts (SOP) methodology, with various valuation techniques being utilized to account for each segment, on a SOP Methodology relevance to availability of information basis. For the two main segments, which are the domestic operations and the stake at Oi, we have used Discounted Cash Flow (DCF) models; to value the interest in Contax, we took the company’s Portugal and Oi evaluated through DCFs market value; for the company’s international assets in Africa and Asia, we have 6 used EV/EBITDA multiples of similar companies in those geographies ; for the residual, non-operational assets of the company, the book value was used, with adjustments made when deemed fit. We have reached a price target of 4.87€, 7 implying an upside potential of 21%. Below is a summary of our valuation : Table 1 - Summary of Company Valuation Method Stake Value to PT Base Scenario p = 50% 7.526 5.084 292 1.023 152 91 8 218 58 Value to PT Portugal Leaves Euro p = 5% 2.944 5.084 292 1.023 152 91 8 218 58 Value to PT Zon&Sonaecom Merger p = 45% 7.269 5.084 292 1.023 152 91 8 218 58 DCF DCF Market Cap EV/EBITDA EV/EBITDA EV/EBITDA EV/EBITDA EV/EBITDA EV/EBITDA Book Value 100% 26% 44% 25% 34% 40% 51% 28% 41% - -990 48 -990 19 -990 48 Weighted Value Portuguese Operations Oi Contax Unitel, Angola MTC, Namíbia CVT. Cabo Verde CST., S. Tomé e Princípe CTM, Macau Timor Telecom, Timor-Leste Net Unfunded Pension Liabilities Non Operational Assets Book Value Enterprise Value Debt Excess Cash Market Value Book Value - 13.510 -12.768 3.843 8.899 -10.215 3.843 13.254 -12.768 3.843 Equity Value # Outstanding Shares (Million) - - 4.585 2.528 4.329 4.367 897 897 897 897 Price Target (end of 2012) Current Price Implied Upside Potential - 5,11 € 3,87 € 24% 2,82 € 3,87 € -37% 4,83 € 3,87 € 20% 4,87 € 3,87 € 21% 8 - Unit: Million Euros, unless stated otherwise | Source: Analyst Estimates, Bloomberg, Company Reports 6 Although a case could be made for an evaluation of Unitel on the basis of a DCF model, both due to its relative importance in PT’s portfolio and due to its long term growth potential, the lack of available information would make this task excessively reliant on analysts’ assumptions, which is why we have decided to utilize a multiples’ approach. 7 This valuation includes scenario analysis, which will be explained later in this report. 8 The value of “Páginas Amarelas” business was not considered, as we believe the business is worth next to nothing nowadays, making its book value a poor proxy for its actual worth. PAGE 4/38 COMPANY REPORT PORTUGAL TELECOM Graph 2 - Domestic Business Revenues Segmentation Portugal Business As stated, and despite its ever growing degree of international diversification, 16% 24% 34% 27% PT’s major source of value is still coming from its Portuguese communications operations, where its revenues are being generated essentially from four types of clients (as seen in the graph): residential (wireline products), personal (mobile products), enterprise (wireline and mobile) and wholesale (wireline and mobile). Residential Personal Enteprise Wholesale Source: Company Reports In the last few years, these markets have been shifting, to a larger or smaller extent, due to a number of trends whose effects do not seem to have ceased yet. Even though not all of these trends are connected to macroeconomic Graph 3 - Unemployment Rate developments, and despite the resilience that we believe the communications sector has conquered throughout the years, some of what happens in the sector 18% 16% 14% 12% 10% 08% 06% 04% 02% 00% is still inevitably connected, in some scale, with the Portuguese economy. As such, it is important to understand what these foreseeable economic conditions are, at least for the near future. As known, the Euro Area is currently tacking what has become known as the sovereign debt crisis. One of the most evident effects of this crisis are the Source: OECD Graph 4 - Private Consumption recessionary measures that Governments have been implementing as a way to reduce their sovereign debt – this holds true especially for problematic countries, such as Greece, Ireland, Portugal and Spain. In Portugal, so far, these measures have involved a higher tax rate, a lower budget for government-subsidized 44.000 43.500 43.000 42.500 42.000 41.500 41.000 40.500 40.000 institutions, and even a generalized cut in the public employees’ nominal wages. As a result, consumption has had a massive slowdown which, in turn, has had negative implications on companies’ results, ultimately conducting to a sustained increase in the unemployment rate, as seen in the graph. A snowball effect was then in place and, eventually, the income available for families became lower and the savings rate increased, meaning that consumption took yet another beating, Source: OECD | Unit: Millions of Euros as depicted in the graph. This is the effect that interests us, because when consumption is affected, so are companies, including PT. Graph 5 - GDP Growth Looking at the GDP growth, shown on the left, we see that this contractionary 1,75% behaviour is expect to last until at least 2013, with 2014 returning only to barely 0,75% -0,25% positive levels. This suggests that 2012-2014 will be the toughest ones for PT to 9 2010 2011 2012 2013 2014 2015 2016 2017 E E E E E E -1,25% endure as far as its domestic revenues are concerned . For a more comprehensive analysis of the impact of these macroeconomic conditions, as well as other relevant trends on each of the company’s domestic businesses, we -2,25% will dwell into each of these markets individually in the next section. -3,25% Source: IMF 9 A more thorough macroeconomic picture for the next 5 years is presented in the Appendix, although the conclusions taken from the observation of the GDP growth alone still hold. PAGE 5/38 COMPANY REPORT PORTUGAL TELECOM The Residential Business – A Case of Resilience Fixed Broadband and Pay TV – Some Impressive Wins If there are markets whose perceived essentialness has changed drastically over the last 15 years, they are certainly the Pay TV and the Fixed Broadband. Initially perceived as high-end, luxurious products, the most recent behaviours of these Graph 6 - Communications Weight on Portuguese Available Income markets, particularly in Portugal, suggest that these are now amongst the top priority sectors for a typical consumer. One way to observe this is by looking at 3,4% 3,2% 3,0% 2,8% 2,6% 2,4% 2,2% 2,0% the evolution of available income allocation during the last 15 years. As the table below and the graph on the left both illustrate, not only were communications the sector with the highest relative increase in terms of importance (32%), but it has also had one of the most relevant increases in absolute terms (0.7%), only behind housing and gas (likely related with the disproportionate increase in oil prices in the last four years) and other goods and services (a very broad group). Source: INE Table 2 - Portuguese Available Income Distribution 1996 1998 2000 2002 2004 2006 2008 2010 Δ % Change Food and Non Alcoholic Drinks 18,2% 17,4% 16,6% 17,1% 16,9% 16,4% 16,6% 16,4% -1,8% -10% Alchool, Tobaco and Narcotics 3,8% 3,7% 3,5% 3,6% 3,6% 3,5% 2,9% 3,3% -0,6% -15% Clothing 6,8% 6,5% 6,3% 6,5% 6,2% 6,0% 5,7% 5,8% -0,9% -14% Housing, water, electricity, gas and other fuels 13,5% 13,3% 13,0% 13,5% 14,3% 14,3% 14,5% 15,6% 2,1% 16% Home accessories, household equipment and routine household maintenance 7,1% 7,1% 7,0% 6,9% 6,5% 6,4% 6,2% 6,0% -1,1% -16% 25% Health Care 4,6% 4,6% 4,6% 4,8% 5,0% 5,0% 5,4% 5,7% 1,1% Transportation 14,8% 15,8% 16,4% 14,8% 14,3% 14,4% 14,0% 13,7% -1,1% -7% Communications 2,3% 2,4% 2,6% 3,2% 3,3% 3,2% 3,0% 3,0% 0,7% 32% Recreation and Culture 8,0% 8,1% 8,3% 7,9% 7,6% 7,5% 7,2% 7,0% -1,0% -12% Education 1,0% 1,0% 1,0% 1,1% 1,1% 1,2% 1,2% 1,3% 0,3% 29% Restaurants and Hotes 10,8% 10,7% 10,8% 11,1% 11,0% 11,0% 10,6% 11,1% 0,4% 3% Other Goods and Services 9,1% 9,4% 9,7% 9,6% 10,2% 11,1% 12,7% 11,0% 1,9% 21% Moreover, even though there has been a slight decrease in the last few years, we Source: INE believe this is due to declines in the voice sector (as will be developed later on), Graph 7 - Sector Revenues and GDP Growth seeing as how, despite the fact that economic conditions have been worsening, 2% 1% 0% -1% -2% -3% -4% 1400 1200 1000 800 600 400 200 0 2008 2009 2010 2011 Fixed Broadband Revenues the overall revenues in Portugal from fixed broadband and pay TV have actually increased, as shown in the graph on the left. We believe this developed resilience comes from a combination of two factors. One is the ever-growing perception of usefulness and necessity associated with these services that is related with the socio-cultural changes that have altered the Pay TV Revenues way we communicate with one another, both in a personal and professional GDP Growth context, and the way we seek entertainment in the technological world. The other Units: Million Euros for Revenues and Percentage for GDP Growth Source: Analyst Estimates, Bloomberg one is the tariff system in place, which does not make it easy to adjust the amount on a monthly basis, as the billing is typically fixed, regardless of the actual usage rate. PAGE 6/38 COMPANY REPORT PORTUGAL TELECOM Graph 8 – 2010 Population Age Going forward, we expect the same resilience pattern to hold for the most part, meaning that even despite the negative economic outlook we are forecasting 80% increases in the penetration rate for both services. Apart from the overall sector 70% 75% resilience, we base this expectation on two important trends. The first one is the 30% -20% continued expected rise of bundled offers – we will dwell on this factor later on. 25% 30% Portugal OECD Countries The second one is the evolving demographics of the Portuguese population. Currently, Portugal is one of the oldest skewing OECD countries, as the first % Population >30y graph on the left shows. This is relevant because we are talking about a sector in % Population <30y Source: OECD which young people have a higher usage of these services (as shown in the Graph 9 – 2011 Broadband Penetration second graph), which means that, in time, as these younger people become households themselves, penetration will tend to go up. 64-74 55-64 Moreover, if we look at the Portuguese fixed broadband penetration rate 45-54 10 of 39% as of 2011 in context, we see that there is still plenty of room to grow, as the rate 35-44 is considerably lower than the average OECD rate of 49% 25-34 16-24 11 - the third graph on the left depicts a comparison with some of these countries. In fact, Portugal is 0 50 100 Source: INE, Anacom | Units: #Broadband Users per 100 Inhabitants th only the 27 out of 34 OECD countries, which points towards a continued growth in the near future. As such, we forecast a 3% CAGR until 2015 and a 6% from 2015 until 2017 when economic conditions start looking up (still below the 8% Graph 10 – 2011 Fixed Broadband Penetration Rate Across Countries verified from 2007-2011). From there onwards, we assume Portugal to be more or less aligned with its peers, so it should grow at a stable 1.5% per year, the rate 80% 70% 60% 50% 40% 30% 20% 10% 0% at which the sector is expected to grow in OECD countries as a whole 1213 . As for Pay TV, the gap with the remaining OECD countries is minimal (52% for Portugal and 53% average and median for the OECD countries), and overall, we believe the acceleration in growth that this sector has witnessed in the last five years 14 (around an 8% CAGR ) is slowing down. We assume the same growth rate Source: OECD expected for OECD moving forward, of 1%, meaning that Portugal should Graph 10 - Fixed Broadband Penetration continue to be around the average OECD penetration rate 60% 40% 45% 48% 48% 39% 40% 41% 42% 1516 . These forecasts can be seen in the last graph on the left and in the first graph on the next page. Nevertheless, we expect some ARPU contraction in the next few years. This is 20% because, despite our previous argument regarding the fixed nature of tariffs paid, 0% 2011 2012 E 2013 E 2014 E 2015 E 2016 E 2017 E Portugal Fixed Broadband Penetration OECD Fixed Broadband Penetration Source: Analyst Estimates, OECD we still believe that there is room for some flexibility, particularly in what concerns the adoption of high-end products (premium pay TV channels, such as Sport TV, or higher internet speeds), which can be cut down in periods of greater recession. As such, although we expect customers to seek internet with higher 10 Penetration rate for wireline services defined as being # Users/ # Conventional Dwellings, unless stated otherwise. Median is 49% and mode is 46%, also for 2011, for all OECD countries. 12 OECD Communications Outlook 2011 Report 13 Implicitly, we are thus assuming a penetration rate of about 60% in 20 years’ time. 14 We believe the analogue switch-off, a single occurrence factor in the past explains part of this peaks in growth. 15 OECD Communications Outlook 2011 Report 16 Implicitly, we are thus assuming a penetration rate of about 62% in 20 years’ time. 11 PAGE 7/38 COMPANY REPORT PORTUGAL TELECOM Graph 11 - Pay TV Penetration 60% 51% 52% 52% 52% 53% 53% 53% speed and TV with better quality in the medium term, we believe macro conditions will slow this down, leading to a downwards adjustment in the ARPU in 50% the short-run for the whole sector. We do however expect to start seeing upticks 40% in the ARPU in 2015, when economic conditions are better and consumers are 30% ready to start taking advantage of the high-end products from PT. We also note 20% that, as seen in the second graph on the left below, PT has generally followed 10% 0% 2011 2012 E2013 E2014 E2015 E2016 E2017 E Europe’s pace when it comes to the behaviour of the ARPU: it fell the exact same Portugal Pay TV Penetration 13% as the median of European countries, close to Italy (-15%) and France (- OECD Pay TV Penetration 13%) and actually lower than Spain (-21%) although higher than countries like Source: Analyst Estimates, OECD Statistics 17 the UK (-4%) or Germany (-8%) . We expect the same pattern to hold moving forward. The table below summarizes our predictions: Table 3 - Fixed Broadband and Pay TV ARPUs18 Fixed Broadband ARPU Pay TV ARPU Source: Analyst Estimates, Company Reports 2011 38,7 € 29,7 € 2012 E 37,6 € 28,6 € 2013 E 36,5 € 27,5 € 2014 E 35,5 € 26,5 € 2015 E 36,5 € 27,9 € 2016 E 37,6 € 29,4 € 2017 E 38,7 € 31,0 € Finally, one must look at competition, which we regard as the hardest aspect to predict, due to the similar offers of the two main players, PT and Zon. Even Graph 12 - ARPU Evolution though PT’s service may have been superior in the past, Zon has made 20 18 16 14 12 10 8 6 4 2 0 significant progresses in the quality of its product, that is now quite similar to PT’s in terms of TV experience (image and sound quality of software, content available) and internet service (speed, number of failures per connections, 19 network reach). Furthermore, as depicted in the graph on the left , both 2010 2010 2010 2011 2011 2011 2011 2012 2012 2012 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Portugal European Median Source: Bloomberg | Units: Euros companies have reached similar levels of satisfaction: as of the end of 2011, across the three wireline products, PT has a complaint rate of 0.14% whereas 20 Zon’s is 0.19%, a minimal difference . Additionally, there are no major price Graph 13 - Complaints Rate Comparison differences between both: even though PT’s ARPU is 25% lower 21 than Zon’s, this difference is mostly related with the discounts that PT gives to new clients 0,30% 0,25% during their first years of usage and not so much with fundamentally different 0,20% pricing strategies, which is why we believe that in the long-run, both ARPUs will 0,15% 0,10% converge. 0,05% 0,00% Fixed Line Fixed Broadband PT Pay TV Zon Source: Anacom, Analyst Estimates 17 These values refer to blended ARPUs from the wireline business, including fixed line. However, we are confident that our conclusions still hold, seeing how all countries have experienced declines in the fixed line business. The percentages presented refer to the change between the second quarter of 2010 and the third quarter of 2012. 18 ARPU defined as Yearly Revenues/#End of Year Users. In this case, it includes only single-play offers, meaning that all users and revenues associated with bundled offers are not being considered. 19 Complaints Rate defined as being # Complains during the Year/ # Users during the Year 20 Although it is not possible to present data for the complaints rate for previous periods, Anacom mentions how Zon used to have a substantially higher number of complaints, especially coming from its fixed broadband business. 21 Calculation based on the bundled offers ARPUs, as they are the most directly comparable ones. PAGE 8/38 COMPANY REPORT PORTUGAL TELECOM Yet, in regards to Pay TV, we still think there is some differentiation. We expect 22 PT to keep up the strong commercial awareness from the Meo brand , thus leading to positive growth in its market share. Moreover, with the launch of Video Graph 14 - Technhology Comparison on Demand (VoD) channels and special interactivity features tied with popular TV programs (Secret Story, Biggest Looser, Idols), as well as exclusive channels 100.000 90.000 80.000 70.000 60.000 50.000 40.000 30.000 20.000 10.000 0 23 (Benfica TV), Meo has achieved some differentiation . We also expect a longterm boost coming from the massive investment PT has made in fibber rollout, a superior technology than the cable technology used by Zon, as seen in the graph on the left, but we believe that the macro environment will put off the adoption of 24 these , leading to low impact in the short term. We thus expect market shares to Average Average upload download speed speed 25 remain relatively flat , with fluctuations explained mostly by the rise of bundled 26 DSL Cable offers , which will favour Zon and PT at the expense of smaller players, such as FTTH Source: OECD | Units: Kbits/ second Cabovisão, who lack these developed bundled offers. We will explain this later. All in all, we expect a slowdown in PT’s intense increase in fixed broadband and, especially, Pay TV market share, the latter of which during the last two years 27 grew by more than 15% per year . We thus forecast an average increase in Pay TV market share of about 3.5% per year and of about 0.65% in fixed broadband. This would mean PT would eventually reach 44% and 51% in pay TV and fixed broadband respectively, by 2016. From then onwards, we believe further increases will have to come almost exclusively from new additions to the market, so we do not expect further major changes in the market distribution Graph 15 - Fixed Broadband and Pay TV Market Shares 100% 100% 80% 80% 60% 60% 40% 40% 20% 20% 0% 0% 2007 2008 2009 2010 2011 2012 E 2013 E 2014 E 2015 E 2016 E 2017 E PT Comunicações Cabovisão Optimus/Sonaecom Grupo Zon/TV Cabo Vodafone Others 2007 2008 2009 2010 2011 2012 E 2013 E 2014 E 2015 E 2016 E 2017 E PT Comunicações Grupo Zon/TV Cabo Cabovisão Vodafone Optimus/Sonaecom Others Source: Anacom, Analyst Estimates 22 Meo is one of the most well promoted brands in Portugal. It has won multiple “Media Effectiveness Awards” (results based awards that look at recall, sales or other types of return that meet a previously set goal) on various years. Additionally, the most watched ever advertising in TV in Portugal, with 3.2 million viewers and 85% share is from Meo. 23 Zon is also investing heavily on these interactive features so there is a risk that this small differentiation is soon gone. 24 According to a study carried out by Anacom, the higher the social class and the level of income, the higher the probability of adopting the FTTH technology. This shows that FTTH is, indeed, regarded as a high-end product. 25 Even though these were not constant in the past (especially in Pay TV), we believe this was due to major differences in the products, which do not exist nowadays, at least on a low-to-medium end products. 26 We also believe that, given the fact that PT’s market share in fixed broadband is now almost half of the market, there is a chance regulation will make it more difficult for PT to achieve further increases. 27 When looking at this number, we have to consider that 70% of this increase (55% for fixed broadband) came from clients that were already in the market (smaller operators mostly), an effect that cannot be maintained forever. PAGE 9/38 COMPANY REPORT PORTUGAL TELECOM Graph 16 - Portugal Fixed Line Revenues Fixed Line – A Slowdown in Decline 1.200 1.000 The third component of the residential business is the fixed line. Unlike the 800 previous two segments, which have been in unmistakable expansion, the fixed 600 400 line segment has been contracting, as the graph on the left displays, mostly due 200 to the fixed-mobile substitution effect. One way to observe this effect is by looking 0 at the evolution of the number of calls made each quarter in Portugal, as depicted 2007 2008 2009 2010 2011 Units: Million Euros| Source: Anacom in the second graph on the left. In addition, unlike the previous two segments, this is a segment in which consumers can also easily control the amount that is Graph 17 - # Calls in Portugal spent, which means that the ARPU is, by definition, less resilient to economic 40.000 35.000 30.000 25.000 20.000 15.000 10.000 5.000 0 downturns. Perhaps the most blatant illustration of this decline is the fact that, from 2010 to 2011 alone, sector revenues have fallen by a hefty 22%. Nevertheless, there are positive trends in this market, making us expect a deceleration in the sector decline. Despite the enormous revenue declines, the 3T11 4T10 1T10 2T09 3T08 4T07 1T07 2T06 3T05 4T04 1T04 number of users on the market has remained remarkably flat (4% decrease) even when economic conditions worsened, between 2010 and 2011, all the while 28 Fixed Line # Calls Mobile # Calls Units: Thousands of Calls| Source: Anacom Europe fell, in average terms, by an immense 24.4% . This unforeseen resilience makes us confident that the number of users has found its ceiling for now and that continued decreases in the sector will come almost exclusively from Graph 18 – PT’s Fixed Line ARPU 25 losses on the ARPU level, which we expect to continue bleeding heavily until 2015, with some deceleration and even a slight recovery afterwards, as depicted 22,2 19,1 16,3 20 16,2 17,5 14,0 15,1 in the third graph on the left. Ironically, we believe it is the aforementioned 15 flexibility in the amount spent that is responsible both for bringing down the 10 ARPU and, at the same time, for retaining a stable number of users, as it enables 5 consumers to adjust their expenditures. However, even accounting for this, we 0 2011 2012 2013 2014 2015 2016 2017 E E E E E E Units: Euros | Source: Analyst Estimates would expect a steeper decline in penetration were it not for the expected rise of bundled offers, which we believe to be part of the reason why the number of 29 users has remained so steady . As for competition dynamics, we believe Zon will make significant progresses on the fixed line business, precisely due to the rise of the bundled type of clients, so 30 we are forecasting a decrease, albeit a soft one, in PT’s market share. In short, we expect a slowdown in the decline that fixed line revenues have experienced, even if most of the positive effects will come from bundled packages and not so much from single play offers anymore. 28 Anacom PRINCE, Jeffrey, The Dynamic Effects of Triple Play Bundling in Telecommunications, Research Program on Digital Telecommunications. According to this study, bundling the prior year increases the likelihood of continuing to subscribe fixed line services from that company by 3.5%. We will dwell on the bundled offers effects in greater depth later. 30 We expect Zon’s rise to be done mostly at the expense of smaller players, who lack sophisticated bundled offers. 29 PAGE 10/38 COMPANY REPORT PORTUGAL TELECOM The Rise of Bundled Offers Bundled offers, the importance of which we have been mentioning throughout the report, is, in our opinion, the most important trend currently in play in the 31 residential market. As explained by BEREC , bundled offers have been increasing in popularity due to its attractiveness for both consumers and Bundled Offers present a number companies. The former, in addition to the usual perception of paying an amount of advantages both for consumers and corporations 32 that is smaller than the sum of parts they would pay otherwise , also benefits 33 from the receipt of a single bill from a single provider . Companies, on the other hand, reduce their churn rate 34 and have the chance to develop a stable, constant customer base, the services of whom they can attempt to gradually 35 upgrade to more expensive products through a better marketing focus . At the same time, costs (e.g. marketing and distribution) are diminished – economies of Graph 19 - Sector Residential Revenues scale are created36 – and firms have the opportunity to engage in price differentiation strategies among different categories of customers, as offers tend 5 4,90 4 to become personalized to each customer. 4,92 As of the end of 2011, there were 630 thousand and 1.5 million residential 4,75 3 subscribers of, respectively, double play and triple play offers in Portugal; together, these amount to over one third of the total residential market in 2 Portugal. Even more relevant, this is a number that has been on an exponential 2,17 1 1,12 1,58 advantages stated above for both consumers and corporations, we firmly believe 0 2009 rise in the last few years, as showcased by the graph on the left. Due to the 2010 2011 Single-Play Revenes Multiple-Play Revenues Unit: Million Euros | Source: Anacom, Analyst Estimates this is a tendency that will be continued, albeit with two caveats. The first caveat is that we expect some degree of natural bundled offer “cannibalization”, in the sense that double play offers will tend to be upgraded to triple play offers, which might distort the overall number we look at. The second caveat, and in our opinion the most important one, is that we believe this shift in the offer mix will 31 Body of European Regulators for Electronic Communications According to a study presented by Anacom and conducted by E-Communications Household Survey, as of the first quarter of 2011, the perception of Portuguese households is that save about 34% by subscribing to multiple play offers (33% European Average). This value is higher than the year before value, which was 20%, suggesting an increase in the perceived advantages of bundled offers. 33 2010 E-Communications Household Survey indicates that 34% of Portuguese customers (41% European average) has decided to engage in buddle offers due to the advantages related with the payment of a single bill, thus suggesting that multiple play offers would create value for some customers even if the prices offered were not perceived as lower. 34 PRINCE, Jeffrey, The Dynamic Effects of Triple Play Bundling in Telecommunications, Research Program on Digital Telecommunications. This study shows that triple play bundling on communications indeed reduces churn rate across all three services. According to this study, bundling the prior year increases the likelihood of continuing to subscribe the services by 3.5%, 1.8% and 2.2%, for fixed line, fixed broadband and Pay TV, respectively. 35 According to a study presented by Anacom and conducted by E-Communications Household Survey, as of the first quarter of 2011, 16% of individual services contracted through bundles (the same as the European average) would not have been contracted otherwise, thus showing once again the added strength of bundled offers and why we expect these to continue to be a driving force in increasing the penetration rates of the various products. 36 BEREC, BEREC Report on Impact of Bundled Offers in Retail and Wholesale Market Definition. According to this study, cost advantages for companies engaging in multiple play offers may vary between 12% and 20%. 32 PAGE 11/38 COMPANY REPORT PORTUGAL TELECOM be, to some significant extent, put off at least for the next 3 years, due to the adverse economic conditions. Even though it is true that churn rates are lower once a client signs on a bundled offer since the willingness to quit is significantly smaller, we believe that the prognosis of yet another large fixed bill during times Graph 20 - Percentage of Bundled Offer Clients as of the end of 2011 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% of economic duress is likely to increase the perception of bundled offers as being a high-end product (regardless of whether that is true or not), thus shifting the adoption of these offers to after the worse years of recession. 77% 65% 65% 47% Focusing now on PT’s own client base, as we can see in the graphs below, there 74%81% is an overwhelming percentage of clients on the internet and pay TV business that are coming from triple play and multiple play as a whole. As explained, it is Fixed Line Fixed Broadband Sector Pay TV our belief that these are numbers that will only tend to move upwards. As for the fixed line, in which single play is still the major type of client for PT (unlike the PT remaining industry, as showcased in the graph on the left), we are also expecting Source: Anacom, Company Reports, Analyst Estimates a major increase in the percentage of multiple play clients, especially because we believe this will be the main factor in stopping the bleeding that the fixed line business had been suffering ever since the fixed-to-mobile substitution effect started, as discussed before. Graph 23 – PT’s Fixed Line Client Mix Graph 23 - PT’s Fixed Broadband Client Mix 100% 90% 80% 37% 38% 39% 40% 100% 100% 90% 90% 80% 80% 70% 70% 60% 60% 11% 11% 50% 12% 12% 40% 30% 53% 20% 51% 48% Double-Play 9% 20% 23% 67% 70% 74% 30% 10% 10% 10% 20% 18% 16% 13% 12% 20% 17% 15% 10% 19% 17% 16% 15% 2011 2013 E 2015 E 2017 E 0% 2017 E Triple-Play 63% 60% 40% 0% Single-Play 75% 50% 0% 2015 E 72% 40% 10% 2013 E 70% 70% 50% 10% 2011 67% 30% 50% Graph 23 - PT’s Pay TV Client Mix 2011 Single-Play 2013 E 2015 E Double-Play 2017 E Triple-Play Single-Play Double-Play Triple-Play Source: Anacom, Company Reports, Analyst Estimates As for the ARPUs of these bundled offers when paralleled with those from single offers, the comparison is not clear at the moment, meaning that in some cases PT has an ARPU higher than the sum of parts (most double play offers) whereas ARPUs to rise in the long run in others the ARPU is actually lower than the sum of parts (tripe play offers essentially). On this matter, our conviction is that, long-term, companies will be able to profit from bundled offers on an ARPU level, meaning that the tendency will be for them to go upwards. We believe PT’s present situation, with the ARPU being lower than the sum of parts in the case of triple pay offers, is a result of marketing campaigns that have been aiming to increase the number of users by PAGE 12/38 COMPANY REPORT PORTUGAL TELECOM providing discounts to new clients during the first year of usage 3738 . Once again, however, we believe the unfavourable economic outlook will keep ARPUs down and may even exert some further downward pressure in the next few years, but once passed that period, PT will be able to increase the multiple play offers’ ARPU, especially considering that it currently 25% below Zon’s, as previously 39 mentioned . On this matter, it is also important to mention that, once again, there is little room for differentiation. Out of the three wireline products that are part of multiple play offers, the one that still has the most room for differentiation is the Pay TV service, due to the different channels that can always be offered and to the possibilities for innovation and interactivity that the nature of the business 40 creates . This is extremely important because when thinking about bundles, this Pay TV to become the deciding means that Pay TV will be the deciding factor when households decide with factor when picking the bundled which company they want to sign their entire monthly bill with; as such, the player operator with the upper hand in TV is likely to gain an important advantage on the multiple-play market – we believe this is something that has not failed to be understood by companies, which have been putting a considerable effort on their pay TV businesses, likely anticipating these trends. Nowadays, Zon has the highest market share in Pay TV as a whole (54% vs. 35% from PT) and it also has the highest market share in bundled offers as a whole (42% vs. 38% from PT). However, as we have described in detail above, mostly because of its wellreceived initiatives and continued innovation in interactivity features and in 41 developing exclusive channels , PT has been gaining market share in Pay TV at a very steep pace, and we believe it has positioned itself to possibly have the upper hand on this market moving forward, thus enabling PT to soar in capturing new bundled clients. 37 A price comparison, rather than ARPU comparison, indeed makes it look like the triple play offers are more profitable for companies, even on a strictly revenues generation level (i.e. not accounting for cost synergies or other bundled offers advantages). 38 We were not able to find the exact number of clients on these conditions, but this is widely visible if one looks at PT’s marketing campaigns. 39 As explained before, we do not believe that there will be sustained long-term differences in pricing in the offers from Zon and PT. 40 We do not exclude the possibility that, on the long term, the superior technological capabilities provided by the fiber rollout and thus the fixed broadband service become also deciding factors. However, it is always possible to imagine a scenario in which Zon upgrades its network as well or in which PT is forced to engage in wholesale agreements of its network, which is why we believe it is more likely that Pay TV becomes the deciding factor. 41 Mr Bava has already stated that the Pay TV segment is the top priority for the domestic operations of PT. PAGE 13/38 COMPANY REPORT PORTUGAL TELECOM The Personal Business – Un Avoidable Downturn Graph 24 - Portugal Personal Mobile Revnues -5,0% 3 -5,5% If the story of the residential business is one of resilience and long-term positive trends, the one from personal business is of sustained decline over the years and of a simultaneous convergence of negative trends and little long term good news. 2 -6,0% 1 -6,5% 0 -7,0% 2008 2009 2010 2011 For starters, and perhaps most importantly, spending patterns on the mobile sector are far different from what we find on wireline. While the socio-cultural argument concerning the way communications are made today and the sense of essentialness that we made for the wireline is still present (perhaps even Sector Revenues strongly) on the mobile market, the tariffing system of the sector, and of Portugal Growth of Sector Revenues in particular, does not do the sector any favours. The fact that, unlike the Pay TV Units: Million Euros| Source: Anacom or the fixed broadband, there is a direct relationship between what is paid for and what is being used (usually in terms of minutes), means that we are dealing with Graph 25 - Mobile ARPU a business that suffers, from the get-go, from a much smaller capacity to withhold negative economic cycles, as consumers will simply be able to adjust their usage 50 45 and, therefore, their expenditures. This is clearly visible in the different ARPUs 40 35 from both plans, as depicted in the graph on the left: in Portugal, post-paid has 30 been on average 313% higher than pre-paid, a value in line with the European 25 median, 298%. On top of this, Portugal has an overwhelming percentage of pre- 20 15 42 paid plans (74% vs. an European Average of 52% ), which allows consumers to 10 monitor and decide on a more rational way their expenditures, thus adjusting 5 0 patterns to worse economic environments on an ex-ante root, as opposed to what happens in a post-paid plan, in which the control of the level of expenditures Median Europe Pre-Paid is made on an ex-post basis, as these involve signing contracts that stipulate a Median Europe Post-Paid minimum monthly bill for a certain amount of time. As one can imagine, given the Portugal Pre-Paid economic conditions that we are currently facing and that we will be facing during Portugal Post-Paid Units: Euros| Source: Bloomberg the next few years, this is an extremely important factor, capable of undermining the financial health of the whole sector. The second trend that we believe to be negatively affecting this market is the rise 43 of tribal plans . These are pre-paid pricing plans targeted, but not limited, at The rise of tribal plans has been bringing down the ARPU young consumers, which offer free communications between members of the same plan, thus significantly cannibalizing the ARPU from the mobile segment. These tribal plans were originally launched by Optimus (the “Tag” program), the third Portuguese mobile operator, as a way to try to increase its market share among the youth; when Vodafone, the second operator and the most serious threat to TMN’s long running leadership, ended up responding with the launch of 42 Anacom Although we could not find any concrete numbers to back up this statement, it is widely reported by all three operators that the percentage of revenues arising from tribal plans has been rising each year since its launch. 43 PAGE 14/38 COMPANY REPORT PORTUGAL TELECOM “Extreme”, PT (TMN) had no choice but to launch a similar offer, which was the “Moche” program. By definition, these programs suffer from structurally lower ARPUs and the similar offers in the market makes pricing upswings hard to sustain in the long run. This means that as tribal plans keep on gaining Graph 27 - Portugal On-Net and Off-Net popularity, a downward pressure on ARPUs is expected to continue. Prices Comparison (end of 2011) The third trend we would like to bring to the discussion is related with regulation, 15 particularly with the decrease in mobile termination rates (MTRs). In Portugal, as 13 11 a result of an enormous gap between on-net and off-net prices (as seen in the 09 graph on the left), people tend to prefer to belong to the same network as their 07 13,6 05 friends and family, which creates significant barriers for consumers to change network – network effect. However, in May 2009, the European Commission 9,2 03 adopted a recommendation on the termination rates 01 44 decrease as a way to boost competition (as seen in the graph on the left), thus bringing down the -01 On-Net Off-Net Source: Analyst Estimates, Diário Económico Research, Anacom | Units: Eurocents per Minute companies’ ARPUs as a result. Although the target for this decrease was the end 45 of 2012 , Anacom has already made announcements that would suggest further decreases in the MTRs. In addition to this, another regulatory measure, aimed at reducing the roaming fees, is also in play, which is also expected to have some Graph 26 - Portugal MTR Evolution impact, albeit on a lower scale. There are two implications of these regulatory exactly to the high barriers that consumers faced to change networks and then 0 be forced to pay substantially more to communicate with their normal contacts. 4Q2012 1 3Q2012 remarkably stable, as the graph below illustrates, a situation that we attribute 2Q2012 share distribution. Historically, Portuguese market shares have remained 2 Q12012 3 4Q2011 able to charge less per each call. The second effect is related with the market 3Q2011 4 2Q2011 most straightforward, is a continued decrease in the ARPU, as companies are 1Q2011 changes for the communications sector and PT in particular. The first, and the 5 4Q2010 6 Source: Anacom | Units: Eurocents However, with the decrease of mobile termination rates, this stability of the market is likely to have a shakedown, and one whose effects are quite unforeseeable. We believe that some minor players will be able to benefit from the situation as they offer more competitive packages (although they are not likely to become a factor in the long run) and we also believe that Optimus, whose pricing is actually, in general terms, more attractive than the one offered by TMN, might rise at the expense of the PT brand. We acknowledge the possibility of TMN adjusting its pricing in order to counteract this effect, but we do anticipate this to be very significant given the already low ARPUs which will not leave much room for companies to engage in price wars. 44 The termination rates are the fees that operators charge to one another for terminating calls on its network, which means, for routing calls from one company to another. These rates are the most important element in explaining the difference between the on-net and off-net prices (on-net prices o do not include termination rates, whereas off-net do). 45 OECD reports that from 2006 to 2011 these rates fell by a hefty 53% average on OECD countries. PAGE 15/38 COMPANY REPORT PORTUGAL TELECOM Graph 28 - Personal Mobile Market Shares 100% 80% Others 60% Optimus 40% 20% 44% 44% 43% 43% 43% 42% 42% 42% 0% 2009 Graph 29 - Mobile Data Traffic in Western Europe 400000 2010 2011 2012 E 2013 E 2014 E 2015 E 2016 E Vodafone TMN Source: Anacom, Analyst Estimates The last factor we would like to mention is the fact that, unlike wireline, it is improbable that an ARPU contraction will be counterbalanced by an increase in 350000 the number of users, as Portugal already has one of the highest penetration rates 300000 in Europe in mobile. Although not a trend per se, the fact that the market has 250000 200000 pretty much ceiled up will certainly not do PT or its competitors any favours, as 150000 this means new users will forcefully have to be conquered from the competition. 100000 Amidst all these negative dynamics, the only positive trend seems to be coming 50000 0 2010 20011 2012 Source: Bloomberg | Units: TB/Month from the increase in the mobile data consumption, as signalled by the increase in data traffic worldwide, as seen by the first graph on the left. In fact, as shown in th the second graph on the left, Portugal is, as of the end of 2011, the 16 country Graph 30 - Smartphone Penetration in the world with the highest penetration rate of smart-phones (35%) suggesting South Korea indeed a rise in mobile data consumption. Even more importantly, it is still way USA behind countries which usually exhibit the same adoption patterns as Portugal, Portugal such as Spain (46%) and Italy (38%), suggesting further growth potential. As Ireland Greece such, the challenge for Portuguese mobile operators seems to be finding a way Taiwan to monetize this revenue, which is shaping more and more to be the primary Austria source of revenues in the segment in the future . PT has positioned itself in a 46 The Netherlands privileged position to do so, as it possesses an impressive LTE network, with a Italy 47 UK superior speed and quality and over 90% coverage . We believe this will prove New Zealand to be critical for the company’s continued dominance on this market in the long Norway term, even though similarly to what happens with the fibber rollout investment, Finland Israel this is an investment whose return we do not expect the company to get back in Denmark the next years, due to the adverse economic conditions, which will continue to Spain postpone the adoption of these superior technologies. Australia Sweden 48 Bottom line, we believe that despite long-term positive impact from data , there Hong Kong are just too many negative factors in play, so we expect revenues to fall, Singapore 0% 20% 40% 60% 80% especially in the next three years, after which we trust things will start looking up. Source: Wired Magazine 46 Another important source of revenues are the mobile pen-drives that provide internet access which have been gaining popularity within the last years, although neither companies nor regulators provide individual information about this. 47 Although we could not quantify Vodafone and Optimus’ coverage of this technology, the consensus is that it is still considerably below the 90% held by TMN. The biggest cause for this appears to be the implementation gap: while TMN started its investment in early 2009, it was not until late 2010 that the other competitors got serious about it (Anacom). 48 The positive impact of mobile data is weakened by the low ARPU that it has, 3.6€, when compared with the mobile voice ARPU, 7.4€, of PT (as of the end of 2011). PAGE 16/38 COMPANY REPORT PORTUGAL TELECOM Enterprise – Where It Hurts the Most The enterprise segment is, in our opinion, the one that in the next years will truly Graph 31 - PT Enterprise Users Segmentation harm PT’s revenues and overall results, as we expect a continued decline on its revenues. The thing with this segment is that it is a sector that will always follow 18% very closely the economic cycles. As such, in a recessionary time such as the present one and the ones we will be going through the next years, not only are the net additions of clients negative (there are more companies going bankrupt 157 % and closing than new companies opening) but ARPUs are also falling at a downright scary pace (-10% in the last year, to 32.3€), as a result of expenditure cut programs all across the corporate world. PT in particular is widely exposed to Fixed Broadband + Pay TV Users Fixed Line + Mobile Users Source: Company Reports these expenditure cuts due to the fact that its product mix in the enterprise segment is, as showcased in the chart on the left, heavily skewed towards voice (826K users from fixed line and 1445K users from mobile, against 193K from broadband and 68K from Pay TV), which, as discussed before, is the product in which consumers have less trouble adjusting their spending patterns. Additionally, PT is also more exposed to the enterprise sector as a whole than its peers: whereas 21% of total PT users come from the enterprise sector, on a 49 Portuguese sector basis, this number is only about 7% . Graph 32 - Fixed Broadband Penetration Nevertheless, on a long term basis, we believe PT, through its impressive on Enterprises Across Countries investments both in fibber rollout and LTE, has positioned itself to counterbalance 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 00% most of these short term losses and that it will remain the company of choice for most corporations due to its superior technology and complete offer, considering corporations are usually interested in hiring services in a bundled fashion, including also mobile services. Moreover, as seen in the graph on the left, Spain France Sweden Netherlands Germany UK Ireland Denmark Portugal Italy Austria Greece Poland Portugal is still far from having a very high penetration rate in the enterprise Source: OECD sector when compared to its peers when it comes, for instance, to broadband, which means that there is still a lot of room to grow. Standing between the materialisation of this potential and PT is, of course, the Portuguese macro environment, which despite these positive trends, we still believe will be, by far, the dominant effect on this market. We are therefore forecasting massive declines on this sector, both on the number of users and on the ARPU in the short to medium term, with recovery starting, albeit on a slow pace, around 2016. 49 Looking at fixed broadband only, 17% of PT customers are enterprise, whereas these are only 5% from the sector as a whole, again reflecting the higher exposure from PT. These numbers, as well as the 7% aforementioned, were estimated through data provided by Anacom as well as company reports. PAGE 17/38 COMPANY REPORT PORTUGAL TELECOM Graph 33 - EBITDA Margin 50% 45% 40% 35% 30% 25% 20% 15% 10% 5% 0% Cost Margins and Investments Despite the recent hits that PT’s domestic revenues took, the operational performance has actually been very healthy, as the company was able to cut its costs and achieve more favourable EBITDA margins, even amidst a recessionary climate. In fact, operational expenditures fell 14.2% in 2010 while revenues fell by just 7.4% thus allowing for an impressive expansion of the EBITDA margin of 5.2%. Nevertheless, we believe that PT is already at the limit of cost reductions, particularly those concerned with personnel and commercial costs, so it is not in EBITDA Margin a position to keep cutting down costs. For this reason, we are expecting some Comparables Margin as of 2011 Source: Company Reports, Analyst Estimates, Bloomberg contraction of the EBITDA margin in the short term. On the long term though, we expect this margin to start swinging upwards, eventually stabilizing around the 40-45% range once again. As shown in the graph, this range is actually higher Graph 35 - ARPU Across Countries 80 than the average European EBITDA margin from its peers. In order to assess whether this was mostly due to efficiency gains or due to higher ARPUs (due to 70 60 lower competition or due to more collusion), we have looked at the ARPUs from 50 other countries . As shown in the second graph on the left, Portugal’s ARPU is 50 40 actually one of the lowest analysed, supporting to the idea of a higher operational 30 51 As such, we are counting on PT’s ability to keep this operational 20 efficiency . 10 efficiency in the long run. Nevertheless, the long term margins we are forecasting 00 are slightly below today’s margins, reflecting on the one hand the fact today PT is having margins that are already diminished to adjust for negative economic Source: OECD, Analyst Estimates | Units: Euros conditions and also the fact that the expected product mix, skewed towards fixed 52 broadband and pay TV is associated with lower margins than voice . Graph 34 - FTTH Users from PT On the other hand, in what concerns CAPEX, the outlook seems to be far more 200.000 favourable. In the last years, PT has had an abnormally high CAPEX, especially 150.000 53 due to its fibber rollout investment. . Recently, Mr Bava has stated that PT had 100.000 an approximate cost of 200€ with each household passed with fibber, which 50.000 would mean an approximate 320M€ of total investment from 2009 until 2012. To 1T09 2T09 3T09 4T09 1T10 2T10 3T10 4T10 1T11 2T11 3T11 4T11 0 analyse the impact of this investment, we have looked at the number of clients 54 Fixed Broadband Pay TV PT has in FTTH , as summarized in the graph, and assumed an increase in the 55 Source: Anacom, Company Reports Analyst Estimates | Units: # Users ARPU of about 27% . This would mean that from 2009 until the end of 2011, 50 The ARPUs presented are estimates of averages (considering the purchasing power parity differences) across fixed line, fixed broadband and Pay TV that do not take into account the distribution of users across these three services. 51 Although the average EBITDA margin presented includes a few more countries than the 7 here presented, we do not think the conclusions would be altered in a significant way. 52 Although PT does not disclose these margins separately, this is the typical situation, as we will show when dwelling into Oi’s business, where this is also an important factor. 53 The LTE investment has also contributed to this high level of CAPEX. 54 PT is leader in both areas with a market share in FTTH fixed broadband of 80% and of 83.4% in FTTH Pay TV. 55 This value is not disclosed, so we have used as proxies international companies (Nippon Telephone Corporation, Telekom Austria Group and Swisscom). The results presented are thus estimates only. PAGE 18/38 COMPANY REPORT PORTUGAL TELECOM PT’s incremental revenues from FTTH would have been about 200M€ - the Graph 36 - PT Revenues Split company should have then broken-even in 2012. There are, however, two 900 800 700 600 500 400 300 200 100 0 caveats. The first is that FTTH also reduces OPEX due to the higher quality of the technology, although we could not infer exactly by how much. The second is that some of these clients would likely not be PT’s clients were it not for the FTTH – in such cases, the added value of the investment would be the entire revenue generated by these users rather than the incremental portion. As such, it is likely 1T09 2T09 3T09 4T09 1T10 2T10 3T10 4T10 1T11 2T11 3T11 4T11 that we are underestimating the positive impact of the FTTH investment and that FTTH Revenues Other Revenues Source: Anacom, Company Reports Analyst Estimates | Units: Million Euros the break-even might have occurred as early as in 2011. In any case, we believe the investment has already paid off and will continue to do so in the future, as FTTH revenues continue to grow, as seen by the first graph on the left. Coming back to the impact on CAPEX, this FTTH investment is ceasing in 2012 as company is reaching the 1.6M households passed with fibber, thus achieving about 40% coverage. Mr Bava has already confirmed that further investments on this technology are not on PT’s plans for the foreseeable future, not only because 56 Portugal’s penetration rate in FTTH is already extremely high , but also due to the possible adverse regulations effects. In fact, the EC has been pressuring Anacom to force PT to engage in wholesale agreements with its competitors and open its fibber rollout lines (as a way to save the duplication of infrastructures) – Graph 37 - CAPEX 1000 900 800 700 600 500 400 300 200 100 0 30% 25% remuneration but it would also lose its differentiation factor. So far, Anacom has not pursued this recommendation, on the grounds that the coverage that PT has 15% is still not large enough for this (this is why we do not believe PT will keep on 10% investing), although the threat still stands. Regardless, this CAPEX reduction 5% offers PT a CF advantage over most of its competitors, which are now struggling 0% to upgrade their own networks in spite of the adverse market trends. As for the 2017 E 2016 E 2015 E 2014 E 2013 E 2011 2012 E 2010 20% this would obviously alter PT’s return on its investment, as it would receive Capex intangible assets, PT has announced that it will not need to renew its licenses until 2025, so there are no major investments in this area expected either. Capex as % Sales This lower CAPEX needs give PT a great flexibility to postpone its investments, Comparables Margin (as of 2011) which become mostly related with revamping activities, the timing of which could Source: Company Reports, Analyst Estimates, Bloomberg | Units: Million Euros or % be easily adjusted. Overall, we expect a decrease of the CAPEX/Sales Ratio from the current 22% to about 18% in the long term, still above the sector average of 13%, bearing in mind PT’s continued focus on innovation and the need to create differentiated products, particularly on Pay TV, as discussed. 57 56 Portugal’s penetration rate in FTTH was, as of the end of 2011, 1.60% (per inhabitant), a value that was more than double the European average of 0.6%, according to data from Anacom. This suggests that Portugal is already advanced for its time, so a similar amount of investment in this in the near future is unlikely. 57 The higher-than-the-sector expectation comes from PT’s commitment to innovation and ahead of its time investments, which we believe will continue to impact the company’s direction moving forward. PAGE 19/38 COMPANY REPORT PORTUGAL TELECOM Oi Business The other significant source of value creation for PT is Oi. As with the domestic operations, the major segments are residential, personal and enterprise. There Graph 38 - Brazil GDP Growth 9% 8% 7% 6% 5% 4% 3% 2% 1% 0% are, however, striking differences in the trends currently affecting the two markets, in terms of the state of the company itself, of the economic conditions of 8,0% both countries. We will be dwelling into the two former points as we describe 4,5% 4,7% 4,7% 4,6% 4,6% 3,2% each market. As for the economic conditions, as illustrated by the graph on the left, Brazil is currently undergoing a clear expansion phase that still has no clear 58 end in sight, considering speed of GDP growth . An economic boom such as this 2,0% is reflected, to a higher or smaller extent, in the various sectors of the economy, such as communications, thus meaning that positive trends are expected. 20102011201220132014201520162017 E E E E E E Moreover, Brazil has two big sporting events approaching, which are the Source: IMF Worldwide Football Championship in 2014 and the Olympics in 2016, both of which are also expected to boost, albeit on a very short term basis, consumption. This means that, if the story of the Portuguese business was one of survival and resilience to a tremendous economic downturn, the one from the Brazilian business is one of being able to ride with the wave of economic growth and expand the company position within a budding market. Oi Turnaround Plan – A Step in the Right Direction In spite of the growth potential that the Brazilian market entails, during the last years, Oi’s results have been far from spectacular. On the one hand, as we will be analysing later on, this is explained by the stiff competition in Brazil. There is, however, another important factor which is the fact that, in our view, Oi has been poorly managed up until recently. A very clear evidence of this is the lack of efficiency, as can be observed by comparing its margins both with those from its peers and with PT itself, as showcased in Graph 43, on page 22. Another issue is that we could not find any specific activity in which the company was focusing its Graph 39 - Depreciation Rate investments – although the CAPEX levels were normal, there were no long-term 16% investments that felt like a priority in the company’s strategy (for instance, as the 14% 12% LTE and FTTH technologies of PT in Portugal) – in a sector that is centred on 10% 8% innovation, we believe this is a weakness. There is also the poor state of its fairly 6% 4% old network, which drives high maintenance costs. One way to view this is by 2% looking at the depreciation rate of Oi, which is far superior to that from its 0% 2010 Q1 2011 Q4 2012 Q3 competitors, as depicted in the graph on the left. Another indicator of the poor Telecom Itália Telefónica Oi performance of the company is the complaints rate, which was amongst the Source: Bloomberg, Company Reports| Units: % (Depreciation over Net Fixed and Intangible Assets) highest in the sector, but has been falling ever since the turnaround started to 58 Once again, a more thorough macroeconomic picture for the next 5 years is presented in the Appendix, although the conclusions taken from the observation of the GDP growth alone still hold. PAGE 20/38 COMPANY REPORT PORTUGAL TELECOM take effect, as seen in the graph on the left. The company suffered also from a Graph 41 - Complaints Rate fragmented and complex corporate organization, which often troubled decision 120% 59 making . In short, we believe the company was performing below its true 100% 80% 60 potential when PT acquired its stake in it at the beginning of 2011 . 60% 40% 20% Ever since then, the company has announced a turnaround plan which appears 0% 1T11 2T11 3T11 4T11 1T12 2T12 to be a major step in the right direction. For starters, the company underwent a Teleónica Embratel major corporate reorganization which vastly simplified its processes and allowed Oi Telecom Américas for an improvement of its decision making processes, while favouring the TIM company visibility. Secondly, we believe PT’s active’s entrance in the Source: Teleco management team 61 will yield positive results soon, particularly in terms of 62 efficiency, since PT is, as we have discussed, a cost-efficient company . For this reason, and as showcased in the graph below, we forecast major margin Graph 40 - Oi's EBIT Margin (2011) 50% 45% 40% 35% 30% 25% 20% 15% 10% 5% 0% improvements within the next 5 years even accounting for the shift towards a more unfavourable product mix (more Pay TV and fixed broadband instead of voice, where margins are structurally higher, as seen in the graph on the left). We further note that we would expect even higher margins in the short run were it not 47% 31% for the fact that, as part of exactly this turnaround plan, Oi is increasing its brand exposure thus rising up commercial costs, at least in the short run. Finally, Oi is more focused on how it wants to grow and in taking advantage of Fixed Line Pay TV & Fixed Broadband Source: Company Reports the booming market where it is inserted. Indeed, recent news indicate that the company is focusing on its still much undeveloped Pay TV business as well as in capturing broadband customers, a strategy that, as we will explain, we believe to be adequate given the current market trends. CAPEX is now expected to rise significantly, as a result of three big factors. The first is the aforementioned focus on the Pay TV business, in which Oi’s presence is still minimal. The second is the replacement of infrastructures which as we have described, are older and in poorer state than normal. Finally, Oi has signed an agreement with Anatel 63 regarding the development of fixed broadband in Brazil , according to which “Oi must guarantee that the quality of the offer provided is not inferior the quality of remaining offers with the same features provided in the same markets”, which will force Oi to further invest to assure such standards of quality. Bearing all this in 59 It is the actual company that recognizes the previous governance and organizational problems by stating that one of the key goals of the reorganization was precisely “the alignment of shareholders’ interests”. 60 This is probably what actually led PT to invest in the company in the first place. 61 Mr. Bava is said to spend at least a week per month in Brazil. 62 Oi recognizes the importance of PT’s involvement by stating their “important know-how in terms of technology, operations, quality of services and product offer”, highlighting that it has “large experience in the markets of mobile voice, TV, fixed and mobile broadband, in Portugal and in the remaining countries where it is present” 63 “Termo de ompromisso ao Plano Nacional de Banda Larga no Brasil” PAGE 21/38 COMPANY REPORT PORTUGAL TELECOM mind, we forecast significant CAPEX increases in the short term, with some 64 stabilization in 5 years, albeit at level still higher than the current one . Graph 43 - EBITDA Margin Graph 43 - CAPEX 50% 8.000 40% 25% 6.000 30% 20% 30% 7.000 20% 5.000 34% 31% 30% 33% 35% 37% 39% 41% 4.000 7.083 3.000 10% 2.000 0% 7.006 6.751 7.123 7.388 6.949 10% 4.422 5% 1.000 2010 2011 2012 E 2013 E EBITDA Margin 2014 E 2015 E 2016 E 2017 E Comparables Margin (2011) PT Domestic EBITDA Margin 0 0% 2011 2012 E Capex 2013 E 2014 E Capex as % Sales 2015 E 2016 E 2017 E Comparables Margin (2011) Source: Company Reports, Analyst Estimates, Bloomberg | Units: Million Brazilian Reals, unless % The Residential Business – A Rock-Bottom Start The main thing about the residential business from Oi is that, although this is a Graph 44 - 2011 Residential Revenues Breakdown sector that is clearly booming, Oi is currently in a position that does not seem to give it much of a competitive advantage, thus making its future on this segment 4% shaky at best. In other words, it is as if the remaining competitors have an important head-start over Oi on this market. This is due to three factors. 32% The first is Oi’s product mix. Although it has businesses in all three wireline 64% products, an overwhelming portion of its revenues, 64%, are coming from fixed line, as seen in the graph on the left. When we take into account the pace at which the fixed line segment has been losing relevance, mostly due to the fixedFixed Line Fixed Broadband Pay TV Source: Company Reports to-mobile substitution effect – in world terms, 90% of telecom revenues were coming from fixed line in 2000, compared with the 36% from today – this revenues distribution becomes downright scary. In our opinion, this trend represents a sort of “make it or break it” opportunity/threat for the company. On the one hand, the continued bleeding suggests that the fixed line business will Unfavourable Product Mix 15% keep on deteriorating, which would mean a massive bleeding on the company’s largest source of revenues. On the other hand, the fact is that Oi still has a massively big customer base on this segment, which could prove to be a valuable asset at a time when bundled offers are just starting to be launched in the market. For this reason, we believe timing is a key determinant of the future of the company: if Oi manages to leverage its fixed line customer base and increase its revenues generated per user before this base shrinks too much, there are great things lying ahead for the company; if, however, there is too much 64 The oscillations in the absolute numbers of CAPEX shown in the graph have to do with 1)The high amount of depreciations coming from previous years, which we predict to decrease from 2015 onwards; 2)The oscillations in revenues, which obviously have an impact in terms of CAPEX needed. PAGE 22/38 COMPANY REPORT PORTUGAL TELECOM of an erosion of this customer base before there is a significant upgrade to bundled offers, the future of the company becomes all the much more blurred. This is where the aforementioned operational turnaround, particularly the entrance of PT in the management group, as well as the definition of a long term strategy that passes through a massive investment and commercial campaign to raise its pay TV users (Oi currently offers its TV services at entrance pries that are approximately half of the competitors’) and capture customers that are using Strategy focused on the rise of multiple-play offers to hedge Oi’s current client base 65 fixed broadband for the first time , becomes crucial. As we have mentioned, we believe that this long-term plan is very much adequate to the expected rise of bundled offers because, similarly to what happens in Portugal, Pay TV and, to a lesser extent, fixed broadband, will be the key determinant of what operator consumers will prefer to sign their bundled contract with. As such, we believe that despite the unfavourable product mix, Oi will be able to timely retain these customers just long enough to allow for an upgrade to multiple-play offers, thus shifting its product mix while capturing new users that will enter these broadband and TV markets for the first time – we predict penetrations to increase. The second factor that we believe will complicate Oi’s progression to a higher- Graph 45 - Brazil Regions Distribution end product mix is the fact that it currently has a very low-income subscriber base. In Brazil, the fixed line market operates through the attribution of concessions by regions; under this, Oi has been attributed the concession of regions I and II. On a GDP per capita basis though, region II happens to be the poorest region whereas region III, which Oi is missing out, to be the wealthiest. We reflect this factor in our model by forecasting a longer period for Oi to increase its bundled-offers clients and also by forecasting ARPUs that ultimately will always tend to be slightly lower than those from its competitors. We still believe that even the poorest regions will benefit, long term from Brazil’s exceptional growth – we simply trust that will take them longer to get there and 66 that a gap with the wealthiest regions will still persist . Finally, there is the stiff competition on the market. The Brazilian boom seems to Source: Teleco (Altered) have caught the attention from a number of international, experienced players, as there are currently market players from Portugal (Oi), Spain (Vivo), Italy (Telecom Italia) and USA (Telecom Americas), among others. Obviously, Oi is not the only one realizing the long term potential of trends such as the rise of bundled offers, meaning that we expect all these companies to increase its investment levels in 65 Brazil’s penetration rate for fixed broadband and pay TV is still very low, being 30% and 20%, respectively, which means there is a lot of room for future growth. 66 In a way, this factor is related to the first one that we mentioned: because Oi operates in the some of the poorest regions in Brazil, the fixed broadband and the pay TV products are still very much “high-end” products, which tends to skew its product mix towards voice, an already “lower-end” product. In any case, our argument that Oi has an unfavorable product mix still stands. PAGE 23/38 COMPANY REPORT PORTUGAL TELECOM the near future as well. We believe there is some likelihood of price wars, motivated essentially by an attempt to capture those users who are still not part of the broadband or Pay TV markets, which will obviously maintain the current downwards pressure on the ARPUs. An effect on market shares is also expected, as seen in the graph below, even if we do not expect this to differ significantly from last years’ trend, except in the Pay TV market, where we expect Oi to surge significantly, mostly at the expense of smaller players that do not have any sophisticated multiple play offer in the market. We do not forecast significant changes on the fixed line market distribution. Graph 47 - Market Shares Fixed Broadband Graph 48 - Market Shares Pay TV 100% 100% 80% 80% 60% 60% 40% 40% 20% 37% 32% 30% 2009 2010 2011 30% 30% 31% 31% 0% 31% 20% 32% 0% 2012 E 2013 E 2014 E 2015 E 2016 E 2017 E Oi Telecom Americas Source: Teleco, Analyst Estimates Telefónica Others 3% 3% 3% 2009 2010 2011 3% 4% 4% 5% 6% 2012 E 2013 E 2014 E 2015 E 2016 E 2017 E Oi Telecom Américas Source: Teleco, Analyst Estimates Telefônica Others Overall, we believe that despite a number of challenges ahead, Oi has positioned itself to adequately thrive in a market that is becoming more and more competitive, so we forecast positive behaviour from the segment revenues, albeit at a slower pace than one would expect when looking at the GDP growth. Personal Business: A Slow Move The most striking aspect that one finds when looking at the mobile market in Graph 49 – Top 15 Countries Mobile Penetration Rate Brazil is that, even though this is an emerging market that is expected to grow at an astonishing pace in the next five years, its mobile penetration rates are Denmark Israel Iran Germany Brazil Portgal Arab Emirantes Bulgaria Sigapore Italy Estonia Lithuania Russia Saudi Arabia Hong-Kong th already impressively high, being, as of the end of 2011, the 11 country with the highest penetration rate. In fact, during the last 5 years, this penetration rate increased on average 18% per year, an abysmal number that clearly illustrates the boom the sector was undergoing. Moving forward however, we do not expect this behaviour to be replicated. We believe Brazil to have reached, for the most part, its “stable” point as far as penetration rates are concerned especially because excluding some very extreme cases such as Russia, Saudi Arabia and Hong-Kong, the current penetration rate, of about 125%, appears to be pretty 0% Source: Teleco 50% 100% 150% 200% 7% much the ceiling for all countries. As such, we forecast only minor increases in this number each year, with the 150% of penetration eventually being reached by 2017 (3.3% CAGR). However, as Brazilian population is expected to keep on rising at least by about 1% per year as seen in the graph on the left on the next page, this apparent minor increase in penetration rates will still end up being reflected in a somehow higher amount of new sector users. PAGE 24/38 COMPANY REPORT PORTUGAL TELECOM In fact, we expect the rise in the Brazilian population to become the main driver of Graph 49 - Brazilian Population growth in Oi’s mobile revenues, since we anticipate the stiff competition in the 210 market to undermine any other form of growth. As of the end of 2011, Oi holds 205 18.8% of the market and we do not expect this value to be altered significantly, 200 as the market has been pretty stable during the last years, so we would expect it 195 to continue to be so, meaning that we do not expect Oi to be able to grow 190 significantly at the expense of its competitors, although some progress should 180 still be possible as the company is currently updating its network, which is certain 175 to increase the quality of its service. Nevertheless, the same type of directives 2007 2008 2009 2010 2011 2012 E 2013 E 2014 E 2015 E 2016 E 2017 E 185 Source: IBGE | Units: Millions of People that were adopted in Portugal concerning the decrease of MTRs are also being applied, albeit at a lower extent, in Brazil, so more drastic changes in the market share distribution could be an unforeseen possibility. As for the ARPU, this appears bound to keep on declining, both due to the aforementioned decrease of the MTRs and also due to the competition dynamics, which are likely to keep on pressuring them downwards. The exception to this trend would be the aforementioned sports events in 2014 and 2016, in which we expect some ARPU surges, mostly due to higher roaming revenues. Finally, in what concerns the potential rise of revenues coming from data, we believe Brazil is still behind on this trend (smartphones penetration rate is just 14%), so we do not expect it to be very significant in the short-term, especially in Oi’s case, since, as explained before, its client base is very low-income skewed, which would tend to delay the adoption of these higher-end products even further. All in all, we believe this is a sector that will remain stable, with some revenue growth, but way below the spectacular growth number it has brought in the past. Enterprise Graph 50 - Enterprise Users The enterprise segment has been trending positively during the last few years and we expect this to be maintained over the next years. We believe this is the 11 sector that will benefit in a more clear way from Brazil’s growth, as new 9 companies continue to open up and as current companies continue to expand its 7 business. In the mobile business particularly, we are forecasting a 7% increase 5 per year in the number of users of Oi. We believe that, unlike the personal market 3 in which penetration has pretty much ceiled up, the potential to capture new 1 users here is considerable and that Oi’s soon to be upgraded network will prove -1 2010 2011 2012 E 2013 E 2014 E 2015 E 2016 E 2017 E Source: Company Reports, Analyst Estimates | Units: Millions of Users to be a competitive advantage in this setting, thus allowing it to grow. We believe, however, that competition dynamics will continue to push down the segments’ ARPU, currently about 90 BRL, although we expect the gap with the remaining segments (currently 285% higher, on average), to be sustained. PAGE 25/38 COMPANY REPORT PORTUGAL TELECOM Graph 51 - Capital Structure (Market Values) Financial Structure and Cost of Capital 100% 90% 20% An Atypical Capital Structure 34% 80% 51% 70% As the graph on the left shows, PT is highly leveraged, with about 80% of debt, a 60% 67 value way higher than the comparables’ average, which is nearly 50% . This 50% 40% 80% 66% 30% 49% 20% high leverage comes from various investment decisions, both organic (high 68 CAPEX from the FTTH and LTE investments ) and inorganic (Vivo investment 10% 69 70 and Oi investment ), as well as higher dividends in 2010 (as seen in the graph 0% Current PT Average Comparables Target on the left, PT has paid 0.65€ in 2011 and 2010 and 0.575€ in the 3 years before 71 Debt that, but in 2010 it paid extraordinary dividends of 1€ following Vivo’ sale ). Equity Source: Bloomberg, Analyst Estimates, Company Reports In any case, we do not regard this capital structure as being an occasional hip Graph 52 – Ordinary Dividends per Shareand we do believe that PT has evolved in a direction that makes its current 70 capital structure the one it will tend to have, even if this is somehow atypical to its 60 sector. Yet, we still consider that the current structure is a bit exaggerated and 50 40 that in the near future, PT will reduce its leverage. Our main motivation for this is 30 20 the fact that with the Portuguese government, currently rated BB by S&P, PT, 10 currently ranked BB+ by the same agency, in risk of a further downgrade, will try 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 0 Source: Company Reports| Units Eurocents 72 to prevent a further downgrade by paying up its debt . We see several possibilities for PT to achieve this, such as the usage of the excess of cash the Graph 53 – 2011 Dividends Payout Ratio company gathered after the sale of its stake at Vivo, the disposal of non-core international assets in Africa and Asia or a lower dividend policy, as PT has 25% 20% 15% 10% 5% 0% 73 already announced , which as we can see by the graph on the left will still leave 74 the company with an attractive payout ratio . Meanwhile, we believe the slowdown in domestic CAPEX will also bring down needs for further debt in the near future. All in all, we expect PT to move closer to the average capital structure from its sector, but not fully reach it, since it has already differentiated itself in a large way. As such, we will proceed using a long-term target of 66% Comparables Source: Bloomberg Median Comparables 75 D/EV . 67 Even if we consider net debt instead (i.e., after accounting for the excess of cash), the D/E is still a very high 73%. As discussed above, we estimate that the fiber rollout alone has required an investment of about 320M€. 69 PT received 7.500M€ for selling its stake at Vivo to Telefónica in 2010. Vivo was a joint venture formed in 2003with Telefonica, for which PT contributed with two assets, Telesp Celular (for which it paid 1.381M€ in 1998) and Global Telecom (for which it paid 1.280M€ in 2001). Looking strictly at what it paid for the investment and what it got from the investment, the net result would be a positive 975M€, but we do not believe this value to be very meaningful in itself. 70 PT paid 8.320 million of reals (about 3.573M€) for its stake at Oi. 71 In 2007, there were also extraordinary dividends, of 1.62, following the spin-off of PT Multimedia. 72 The same course of action applies for the argument that PT will try to achieve an investment graded rating as soon as possible due to all the restriction associated with being non-investment graded. In the Appendix III, we provide a brief analysis of the impact of the amount of leverage on the credit rating of a company of the communications sector. 73 PT has announced that, from 2012 until 2014, dividends per share will be reduced to 0.35€. This will be accompanied by a buyback shares programs of 200 million Euros for these three years, equivalent to an additional 0.225€ per share. 74 In a group of 21 European peers, the ratio from 2011 was 7%, 6% and 6%, respectively for average, median and mode. 75 This value was obtained by giving a 1/3 weight to the sector average and a 2/3 weight to the current company’s ratio. 68 PAGE 26/38 COMPANY REPORT PORTUGAL TELECOM Table 4 - Portugal WACC The Cost of Capital In what concerns the cost of capital, considering the different opportunity costs present to investors in Portugal and Brazil, even in spite of markets globalisation, we have computed separate costs of capital for both segments. Starting with Portugal, we have taken the CAPM model to obtain a proxy for the cost of equity. For the risk-free rate, we have decided to use an average of the yield from 10y German Government Bonds and the 10y Euro Swap Rate, in order to minimize for current distortions within the market, reaching a value of 2.28%. We have used an unlevered sector beta 76 77 of 0.76 , which considering the 69% D/EV yields a beta of 1.16. We have also considered a country beta of 1.2 in our 78 calculations . We believe that, despite the fact that investors can nowadays invest on a mostly global scale and should thus be able to diversify these risks, the geography of the investment is still not indifferent in terms of the risk-return Source: Bloomberg, Analyst Estimates Table 5 - Brazil WACC trade-off demanded, thus suggesting the existence of a perceived nondiversifiable risk. Finally, considering a market premium of 5.5%, we reached a cost of equity of 9.9%. For Brazil, the rationale was the same, but we have used 79 a higher risk-free rate, of 5.3% , to account for the higher opportunity cost, and 80 we have used also a higher country Beta, of 1.6 , accounting for the higher risk of this emerging economy. We have reached a cost of equity of 15.8%. For the cost of debt, we took SP’s probability of default, 2%, and the historical recovery rate for similar-rated companies, 70%, and then took the sum of the risk free rate with the CDS on the company’s 10 year bonds (proxy for the default spread) as a proxy for what the company is paying on the market for its debt. The cost of debt for Portugal and Brazil were then, respectively, 8.3% and 11.2%. Taking into account the statutory tax rates in both countries as well as the aforementioned target capital structure, we then reached a cost of capital of 7.5% and 10.3%, respectively. Source: Bloomberg, Analyst Estimates 76 This value was obtained by averaging the unlevered betas of 17 foreign communication companies (median was a similar 0.70). To obtain the raw betas of these companies, we have regressed their returns on the MSCI World Index returns using monthly data for the last three years. The unleveraging was then done using each company’s capital structure in market values. 77 The fact that we obtain a Beta that is lower than 1 further supports our initial argument concerning the resilience and “basic” nature that communications industry have attained. 78 This Beta was computed by regressing the returns of the PSI-20 Index over the MSCI World Index using 3 years of monthly data. Despite eventual issues concerning the liquidity of the PSI-20 Index, we still believe this is a reasonable proxy to be used. The resulting regression exhibited an R-Square of 49% (suggesting that about half of the country risk is diversifiable) and a regression error of about 6%. 79 We have computed this risk-free through an inflation differential, following the following expression: ( ) 80 This Beta was computed by regressing the returns of the IBOV Index over the MSCI World Index using 3 years of monthly data. The resulting regression exhibited an R-Square of 69% (suggesting that about 30% of the country risk is diversifiable) and a regression error of about 5%. PAGE 27/38 COMPANY REPORT PORTUGAL TELECOM Scenario Analysis As stated in our valuation summary, we have included in our model a scenario analysis in order to account for two potential game-changers for the future of PT. The first one we have performed concerns what would to happen to the company were Portugal to leave the Euro Area, because even though this is a lowprobability scenario, its impact on PT would be considerable. On the contrary, the other one we have looked at, a merger between Sonaecom and Zon, is an event with a relatively low impact to the company, yet one with a respectable probability of taking place. 81 Portugal Leaves the Euro The Situation As described before, the Euro Area is currently tackling the sovereign debt crisis, resultant from the high levels of deficit and public sovereign debt displayed by some EU members, which has put the very own sustainability of the euro in jeopardy. While it is possible to think of a scenario in which the Euro disappears, we believe a scenario involving a unilateral exit by troubled countries, particularly Greece and Portugal, is far more likely than a full end of the Euro Area, considering the significantly lower level of distress it would cause – this is the scenario in which we focus on here, thereby assuming that Portugal would leave the Euro Area in 2014, after failing to meet the necessary reduction in its deficit. Graph 54 - GDP Growth Evolution Comparison If Portugal were to leave the Euro area, its currency, Escudos, would steeply 4% foresee. Looking at the little precedent that is available, we see that Argentina 2% devaluated about 75% when it decided to leave the dollar and reintroduce the 0% -2% 2013 E 2014 E 2015 E 2016 E 2017 E devaluate, although the exact extent of this devaluation is extremely hard to peso as its currency. Although we are not insensitive to the different economic characteristics of both countries and to the overall differences between both -4% -6% situations, we have used this number as the best available proxy for the -8% -10% devaluation of the escudo. -12% followed by a dramatic reduction in the overall spending, thus reducing economic -14% This currency devaluation would most likely be activity. Sooner rather than later, this would impact companies in a massive way, Basis Scenario GDP Growth which by 2015 would be facing bankruptcy or enormous downsizings. Again, we Portugal Leaves Euro GDP Growth use the Argentinian’s numbers to infer what the impact over our GDP would be, Source: IMF as seen in the graph on the left. As showcased in the graph, we believe the major impact would be felt in 2015 and 2016 and that, by 2017 (three years after the 81 We did not perform a scenario analysis for the case of Brazil long-term growth being higher than expected, but we incorporate that possibility in the growth rate that we have used for the terminal value and we have done a sensitivity analysis to this value, as will be explained in the next section. PAGE 28/38 COMPANY REPORT PORTUGAL TELECOM currency change, as in the Argentinian’s case), Portugal would be able to come back to its expected GDP growth rates, assuming a smoother fiscal policy in the 82 meantime, particularly a reduction in taxation . The Impact to PT As described, the deflation spiral that the Portuguese Escudo would face in the short term would have a major impact on domestic spending, thus eventually affecting companies as well, including PT. In fact, in spite our standing argument regarding the resilience of the sector for the most part, we believe the overall communications market would suffer a major shrinkage. We use the relationship between the expected GDP in both cases to alter our forecasts for the penetration rates in order to account for this in our model. Similarly, we believe the ARPUs would go down massively, reflecting the reduction in the disposable income for most agents. At the same time, we would expect margins to shrink, Penetration Rates, ARPUs and EBITDA Margins to fall sharply as a result of the overall decrease in economic activity due to some incapability to adjust fixed costs at least in the short run. Overall, we forecast an EBITDA that would be on average about 60% lower than the one forecasted in the basis scenario from 2013-2017. At the same time, and perhaps even more worrisome for PT, there would also be a considerable impact on the amount of debt outstanding. It is not clear whether or not the company would be able to convert most of its debt to escudos or if it would be forced to repay it in Euros. In our scenario, we assume that the debt associated with the Brazilian segment remains unchanged but that PT would have to pay about 80% of its 83 debt in Euros . This would have a tremendous impact on the company’s equity value, which coming from an already lower enterprise value, would yield a price Diversification to somehow mitigate the negative impact that this would have to the company per share equal to 2.82€, thus implying a downside of about 37% relative to the price PT has today and of about 70% relative to our valuation. The downside, which we think would be unavoidable for most Portuguese companies should Portugal actually leave the Euro is not however excessively bad, reflecting the diversification of PT’s portfolio, particularly the OI business, which should, for the most part, remain unaffected by these changes. 82 We are ignoring in our analysis further contagious effects after Portugal and Greece leaving the Euro in 2014, as we believe this would be enough to allow the Euro Area to come back to a positive path. If contagion were to occur, Portugal’s exports would be negatively affected, which could halt GDP’s growth even further. 83 The 80% is a rough estimation of the % of debt that PT has contracted with foreign institutions, which should require it to still pay back in Euros. PAGE 29/38 COMPANY REPORT PORTUGAL TELECOM M&A Activity in Portugal The Situation Ever since Zon has spined-off from PT, the Portuguese communications market Graph 55 - Impact on Mobile's Market Share has remained reasonably stable. However, in the light of the rise of bundled- 17% 17% 16% 16% 15% 15% 14% 14% 13% offers, there is some likelihood that M&A activity occurs, as to create a more sophisticated multiple-play offer and leverage two different customers base. Zon and Sonaecom would be the most likely companies to pursue this 84 and, in fact, the main shareholders from both companies (Sonae and Mrs Isabel dos Santos) have already moved forward with public agreements supporting the merger, with the impeding result now depending on the result of the general assembly vote. The biggest obstacle to the deal has long been believed to be the resulting 2013 E Basis Scenario 2015 E 2017 E Merger Scenario shareholder structure. However, we think there is a high likelihood that an agreement is reached, especially seeing as how several shareholders have already manifested their interest in a possible negotiation and exit, due to liquidity Source: Analyst Estimates needs (such as CGD), which might facilitate the deal. There is an obvious rationale behind the deal, as the two companies operate for the most part in different, yet complementary sectors, thus not sharing the same customer base. However, we believe the deal’s biggest strength, at least in a short-run basis would be cost savings (even accounting for eventual integration costs). We would expect the biggest percentual increase to occur in mobile, as shown in the graph on the left, as we perceive a higher relative strength from Zon than from Sonaecom, meaning that there will be higher increase in the sectors in which Zon is not already very strong and in which it can leverage Sonaecom’s position. The Impact to PT The biggest impact the merger would have for PT would be a decrease in its market share. However, we would not expect this effect to be huge, as we do not foresee a significant increase in the market share of the merged entity way beyond the mere sum of parts. We anticipate PT to suffer most of the wireline damages (90% of the increase of the merged entity), as the increases on this Moderate-to-Low Impact on PT’s Market Share and ARPU area should come from bundled offers, which is something in which only PT and Zon are realistically competing. In addition, we expect some impact on ARPU, as Zon/Sonaecom would have higher market power, although we would not expect this to take place before the macro conditions brighten up, due to the already existent downwards pressure on the ARPUs until then. Overall, PT’s price would fall to a 4.83€, a value which although 6% below our basis scenario, still yields a respectable 20% upside potential, again emphasising PT’s resilience. 84 Recent declarations from Vodafone’s new CEO indicate that Vodafone would be willing take part in the merger instead of Sonaecom, but this is far less likely. In any case, the impact for PT would not change significantly. PAGE 30/38 COMPANY REPORT PORTUGAL TELECOM Final Valuation Considerations Having explained our valuation, we will now assess the reasonability behind our projections. To do so, we have performed several analyses. Graph 56 - Portugal ROIC/WACC The first thing we believe is worth looking at is the implicit returns on invested 15% capital (ROICs) as well as its relative relationship with the cost of capital (WACC) 10% to understand if value is being created or not. As we can see in the graphs on the 5% left, we find radically different situations in both Portugal and Brazil. In Portugal, we see that PT, while still creating value, will soon slide into three straight years 0% 2012 2013 2014 2015 2016 2017 E E E E E E ROIC of value destruction, before hitting a positive stride again back in 2017, from which we forecast no further declines. As inelegant as it may appear, we do WACC believe this is a realistic scenario when compared with the macroeconomic Source: Analyst Estimates conditions that the country will be facing during the next three to four years. On the other hand, the Brazilian case is quite different. We anticipate two years of Graph 58 - Brazil ROIC/WACC value destruction, 2012 and 2013, with value starting to be created in 2014. 20% Again, we believe the two years of value destruction make sense bearing in mind 15% the long term growth strategy of the company, which will require it to have higher 10% than average investment and commercial costs during the next two years to 5% boost its competitive position in the market. As such, we believe that this analysis 0% 2012 2013 2014 2015 2016 2017 E E E E E E ROIC shows a model that is consistent with our main assumptions for the future of the market and the company. WACC 85 Another item we considered was the growth rate used for the terminal value. We Source: Analyst Estimates 86 have used in our basis scenario the real GDP growth rates from both countries , thus assuming that the weight of the communications sector on each country’s Graph 57 - Communications/Information 87 GDP (about 3.30% for Portugal and about 3.70% for Brazil l) will not change Weight on Portuguese GDP 4,0% significantly in the future – the graph on the left shows the stable evolution of the 3,0% weight of the communications and information sector on the Portuguese GDP 2,0% 3,3% 3,3% 3,3% 3,4% 3,3% during the last 6 years, thus supporting our assumption. In any case, we have 3,3% performed a sensitivity analysis, as presented below, to guarantee that our 1,0% assumption would not have a major implication in our model. As we can see, 0,0% 2006 2007 2008 2009 2010 2011 Sector Weight Average Sector Weight even if we were to have growth rates that were significantly inferior to the one assumed (and even negative in the case of Portugal), our valuation would still yield an upside relative to the current price per share, albeit one that is much Source: OECD Statistics lower than the one we present (price would be 16% lower). Again, this analysis gives us an idea that the valuation is within a reasonable range. 85 This analysis was performed with our base case scenario only – scenario analysis is not incorporated here. These were calculated by computing the difference between the long-term GDP growth and the long-term inflation rate, as presented in the Appendix. 87 OECD Statistics and IBGE Statistics, respectively 86 PAGE 31/38 COMPANY REPORT PORTUGAL TELECOM Brazilian Growth Rate Table 6 - Terminal Growth Rates Sensitivity Analysis 4,822308701 0% 0,50% 0,75% 1,00% 1,25% 1,50% 1,75% -0,50% 4,19 € 4,30 € 4,42 € 4,55 € 4,68 € 4,82 € 4,97 € Source: Analyst Estimates -0,25% 4,28 € 4,40 € 4,52 € 4,64 € 4,78 € 4,92 € 5,07 € Portuguese Growth Rate 0% 0,28% 0,50% 4,39 € 4,51 € 4,61 € 4,50 € 4,62 € 4,73 € 4,62 € 4,74 € 4,85 € 4,75 € 4,87 € 4,98 € 4,88 € 5,01 € 5,11 € 5,02 € 5,15 € 5,25 € 5,17 € 5,30 € 5,40 € 0,75% 4,74 € 4,85 € 4,97 € 5,10 € 5,24 € 5,38 € 5,53 € 1% 4,88 € 4,99 € 5,11 € 5,24 € 5,37 € 5,51 € 5,66 € We have also performed a sensitivity analysis concerning the multiple used to value PT’s stakes in its international assets in Africa and Asia. The multiple we have used in our valuation was an EV/EBITDA of 5.45, computed as an average Table 7 - International Assets EV/EBITDA Multiple Sensitivity Analysis of a number of comparable communication companies from these geographies (Appendix III). As seen on the table on the left, a change in this multiple would not yield significantly different results, with our more extreme scenarios representing a variation of only about 7%, which point towards a reasonable assumption in our main valuation. We highlight, however, the uncertainty related with Unitel, not only because PT’s stake in it is considerable, but also because due to the potential the company might have in the future. As any company in Angola though, we believe this potential is hard to quantify, as it is very dependent on a number of factors not directly related with communications, particularly the oil prices (which determine the overall strength of this economy) and the country’s political situation, dependent on Mr José Eduardo dos Santos. In any case, we believe our analysis shows that, unless some completely Source: Analyst Estimates unforeseen variations were to occur, the overall value of PT will not change dramatically. Finally, we have also triangulated our valuation with a multiples valuation performed based on a peer group. We have computed the average EV/EBITDA Table 8 - Multiples Valuation Comparison multiple, 5.19, and the average P/E multiple, 11.78. These compare with the 5.74 and 10.66 respectively implicit in our valuation. As we can see, the values are EV/EBITDA 5,74 5,19 12.108 € -10% P/E Transactions 10,66 5,74 11,78 7,06 13.648 € 16.487 € 2% 23% within the same range. Additionally, we have also looked at the average Source: Bloomberg, Zephyr Database, Analyst Estimates value of companies on M&A deals. Considering the existence of this premium, Own Average Implicit EV Difference 88 transaction multiple in terms of EBITDA from sector , which we found out to be 7.06. Unsurprisingly, this value is higher than the comparables multiple and higher than our own implicit multiple, reflecting the premium paid over the actual we believe this value still makes our valuations seem reasonable. The table on the left summarizes this triangulation through multiples, which we conclude to point out towards a sensible valuation from our part. 88 Zephyr Database. We have limited the analysis to complete transactions that took place within the last 2 years in European Union countries (about 1,300 transactions). PAGE 32/38 COMPANY REPORT PORTUGAL TELECOM Appendix I – Financial Statements Table 9 - Consolidated Balance Sheet 2011 2012 E 2013 E 2014 E 2015 E 2016 E 2017 E Current Assets Cash and Short-Term Investments Receivables, Deferred Costs and Others Inventories Taxes Receivable Judicial Deposits 8.339 5.668 1.959 134 349 229 4.281 1.829 1.769 131 284 267 4.128 1.768 1.697 125 279 259 3.923 1.670 1.619 119 269 245 4.271 1.796 1.778 128 302 267 4.332 1.763 1.860 135 310 264 4.302 1.674 1.922 141 313 253 Non Current Assets Receivables and Others Taxes Receivable Financial Investments Intangible Assets Fixed Assets Pension Plans Deferred Taxes Judicial Deposits 14.605 225 82 556 5.424 6.229 14 1.221 855 14.348 203 67 561 5.462 6.052 8 999 996 14.000 195 66 572 5.493 5.756 8 946 965 13.473 186 64 598 5.483 5.357 8 864 914 13.888 204 71 661 5.728 5.396 9 824 996 13.877 213 73 808 5.792 5.165 9 834 984 13.790 220 74 1.149 5.789 4.766 9 840 942 Total Assets 22.944 18.629 18.128 17.396 18.158 18.210 18.092 LIABILITIES Current Liabilities Short Term Debt Payables, Accruals, Deferrals and Others Current Taxes Payable Provisions 6.812 3.292 2.826 412 282 4.747 1.161 2.631 440 516 4.597 1.212 2.526 350 509 4.299 1.146 2.411 248 493 4.580 1.111 2.638 277 555 4.625 1.017 2.759 284 566 4.582 875 2.851 287 568 Non Current Liabilities Medium and Long Term Debt Payables and Others Taxes Payable Provisions Pension Plans Defered Taxes 12.389 8.989 449 314 579 1.004 1.052 9.832 6.244 406 125 558 1.678 822 9.143 6.520 390 99 551 1.085 498 8.414 6.166 372 70 534 1.043 229 8.417 5.975 407 78 601 1.138 218 7.846 5.469 426 80 613 1.063 196 7.020 4.707 440 81 615 994 182 Total Liabilities 19.201 14.580 13.740 12.713 12.997 12.472 11.602 Capital Own Shares Legal Reserves Own Shares Reserves Revaluation Reserves Other Reserves and Retained Earnings Non-Controlling Interests Total Equity 27 -326 7 7 557 2.557 915 3.743 27 -326 7 7 557 2.864 915 4.049 27 -326 7 7 557 3.203 915 4.389 27 -326 7 7 557 3.497 915 4.683 27 -326 7 7 557 3.976 915 5.162 27 -326 7 7 557 4.552 915 5.738 27 -326 7 7 557 5.304 915 6.490 Total Equity+Liabilities 22.944 18.629 18.128 17.396 18.158 18.210 18.092 ASSETS EQUITY Source: Company Reports, Analyst Estimates | Unit: Millions of Euros PAGE 33/38 COMPANY REPORT PORTUGAL TELECOM Table 10 - Consolidated Income Statement Revenues Portugal Brazil - Oi Brazil - Contax Other International Assets Non-Core Assets & Eliminations 2011 6.147 2.892 2.414 469 114 258 2012 E 6.754 2.739 3.066 589 115 245 2013 E 6.492 2.529 3.033 589 115 226 2014 E 6.183 2.345 2.939 573 117 209 2015 E 6.878 2.550 3.333 649 118 228 2016 E 7.195 2.773 3.395 661 119 248 2017 E 7.410 2.980 3.397 646 120 266 Operational Costs Portugal Brazil - Oi Brazil - Contax Other International Assets Non-Core Assets & Eliminations 3.959 1.587 1.694 430 58 190 4.414 1.549 2.108 515 57 185 4.269 1.492 2.026 515 58 178 4.088 1.451 1.904 501 58 174 4.356 1.463 2.092 567 59 175 4.499 1.605 2.066 577 59 192 4.566 1.740 1.993 565 60 208 EBITDA Portugal Brazil - Oi Brazil - Contax Other International Assets Non-Core Assets & Eliminations 2.188 1.305 719 39 55 69 2.340 1.191 958 75 57 59 2.223 1.036 1.007 74 58 47 2.095 894 1.035 72 58 36 2.522 1.087 1.241 82 59 53 2.696 1.168 1.329 84 59 56 2.844 1.240 1.404 82 60 58 Costs with Retirement Benefits 59 59 59 59 59 59 59 1.326 1.413 1.398 1.348 1.453 1.491 1.430 Operational Result 804 868 766 688 1.010 1.146 1.355 Non Operational Costs 60 53 49 45 49 53 57 EBIT Portugal Brazil - Oi Brazil - Contax Other International Assets Non-Core Assets & Eliminations 744 484 261 16 8 -25 816 394 340 44 8 30 718 227 421 44 8 17 643 75 512 42 8 5 961 251 632 48 8 22 1.093 308 704 49 9 24 1.298 356 860 48 9 25 Financial Results -213 -288 -87 -90 -50 13 165 EBT Portugal Brazil - Oi Brazil - Contax Other International Assets Non-Core Assets & Eliminations 531 560 -30 18 9 -25 527 496 -54 46 9 30 631 249 310 45 9 17 553 142 352 44 9 5 911 315 515 50 9 22 1.106 358 665 51 9 24 1.464 416 963 50 9 25 Income Taxes 108 119 178 161 272 338 461 Net Result Minority Interests Controlling Interests 423 84 339 408 48 361 453 51 401 392 56 336 639 80 559 768 98 671 1.003 132 871 Depreciations and Amortizations Source: Company Reports, Analyst Estimates | Unit: Millions of Euros PAGE 34/38 COMPANY REPORT PORTUGAL TELECOM Table 11 - Consolidated CF Statement 2011 2012 E 2013 E 2014 E 2015 E 2016 E 2017 E EBIT Adjusted Taxes Tax Adjustments Depreciations Operational Gross CF - Portugal CAPEX Change in NWC Changes in Other Assets and Liabilities Operational Investing CF - Portugal FCF Portugal 459 -108 6 703 1.060 640 -51 427 -1.016 45 424 -107 4 686 1.007 418 68 -113 -372 634 245 -74 2 702 875 444 27 44 -516 359 81 -26 3 715 774 438 31 36 -506 268 273 -84 -3 729 915 440 -35 19 -424 490 331 -102 -7 749 971 514 -38 22 -498 473 381 -119 -13 769 1.018 506 -35 20 -490 528 OI EBIT Adjusted Taxes Tax Adjustments Depreciations Operationa Gross CF - Oi CAPEX Change in NWC Changes in Other Assets and Liabilities Operational Investing CF - Oi FCF Oi 261 -61 11 458 669 6.942 42 615 -7.598 -6.930 340 -86 11 618 882 809 -72 -633 -104 778 421 -128 11 585 890 578 71 192 -842 48 512 -162 11 523 883 394 64 133 -591 291 632 -194 11 609 1.057 1.163 -47 47 -1.163 -106 704 -218 11 624 1.121 689 -56 35 -669 453 860 -269 11 543 1.145 409 -85 20 -344 801 OTHERS EBIT Adjusted Taxes Depreciations Operational Gross CF - Others CAPEX Change in NWC Changes in Other Assets and Liabilities Operationa Investing CF - Others FCF Others 24 -6 164 183 410 -296 -161 47 230 52 -13 109 148 48 -98 929 -879 -731 52 -16 110 146 110 -1 13 -123 24 51 -16 110 145 107 -3 -7 -96 49 56 -17 116 155 134 7 52 -193 -39 57 -18 118 157 120 -2 -29 -89 68 56 -18 118 157 115 -6 -60 -49 108 NON-OPERATIONAL ACTIVTIES Change in Non-Operational Assets and Liabilities Net Financial Result Minus Interest Paid Taxes FCF Non-Operational Activities 1.790 425 -100 2.116 -5 502 -127 370 -11 390 -118 261 -26 408 -129 252 -63 420 -129 228 -147 469 -145 177 -341 583 -182 59 NET UNFUNDED PENSION PLANS Changes in Pension Plans Contributions Changes in Pension Plans Deferred Taxes Net Unfunded Pension Plans FCF -24 -130 153 -679 5 674 592 -19 -574 43 -39 -3 -94 -44 138 75 -11 -64 69 -13 -56 Total FCF to the Firm -4.386 1.725 119 857 712 1.107 1.440 Change in Excess of Cash Interests Tax Shield Change in Debt Change in Equity Financing CF 1.089 -638 150 5.075 -1.289 4.386 3.843 -790 200 -4.876 -102 -1.725 0 -477 144 327 -113 -119 0 -498 158 -419 -98 -857 0 -471 145 -227 -160 -712 0 -456 141 -600 -192 -1.107 0 -417 131 -903 -251 -1.440 PORTUGAL Source: Company Reports, Analyst Estimates | Unit: Millions of Euros PAGE 35/38 COMPANY REPORT PORTUGAL TELECOM Appendix II – Macroeconomic Forecasts Table 12 - Portugal Macroeconomic Forecasts GDP, Current Price (Billion Euros) GDP Growth Gross National Savings (% GDP) Inflation (End of Year, Consumer Prices) Unemployment Rate (% Total Labor Force) 2010 172.670 1,40% 9,95% 1,10% 10,80% 2011 170.928 -1,67% 10,91% 1,14% 12,74% 2012 E 166.341 -3,01% 13,56% 1,17% 15,47% 2013 E 166.782 -1,02% 14,28% 1,17% 16,04% 2014 E 170.394 1,20% 14,90% 1,19% 15,30% 2015 E 176.070 1,85% 15,74% 1,20% 14,67% 2016 E 182.019 1,89% 16,88% 1,23% 14,15% 2017 E 188.092 1,78% 17,66% 1,24% 13,64% Source: International Monetary Fund, World Economic Outlook Database, October 2012 | Units: Billions of Euros, unless stated otherwise Table 4 - Brazil Macroeconomic Forecasts GDP, Current Price (Billion Brazilian Reals) GDP Growth Gross National Savings (% GDP) Inflation (End of Year, Consumer Prices) Unemployment Rate (% Total Labor Force) 2010 7.534 8,03% 18,03% 5,41% 6,74% 2011 2.733 3,23% 18,45% 6,00% 5,97% 2012 E 1.474 1,97% 17,62% 4,47% 6,00% 2013 E 3.952 4,45% 17,98% 4,60% 6,50% 2014 E 4.197 4,70% 17,85% 4,00% 7,00% 2015 E 4.203 4,70% 18,20% 4,00% 7,00% 2016 E 4.109 4,61% 18,60% 4,00% 7,00% 2017 E 4.138 4,64% 19,11% 4,00% 7,00% Source: International Monetary Fund, World Economic Outlook Database, October 2012 | Units: Billions of Euros, unless stated otherwise Appendix III – International Comparables Table 13 - African/Asian Comparables Name Bezeq The Israeli Telecom Co Cellcom Israel Ltd Emirates Integrated Telecomm Emirates Telecom Corporation Etihad Etisalat Co Jordan Telecom Maroc Telecom Mobile Telecommunications Co Mtn Group Ltd National Mobile Telecommuni Omani Qatari Telecommunicati Oman Telecommunications Co Partner Communications Co Qatar Telecom (qtel) Q.s.c Safaricom Ltd Saudi Telecom Co Telecom Egypt Vodacom Group Ltd Currency Adjusted Enterprise Value 3.930 1.700 3.682 16.147 12.255 1.224 10.123 10.302 29.282 3.231 679 2.157 1.569 14.686 1.819 22.678 2.573 16.597 Curr EV/T12M EBITDA 4,60 4,44 4,76 7,49 7,00 6,91 6,64 6,38 5,69 4,17 3,71 5,04 4,48 4,50 4,34 5,18 4,29 7,57 Source: Bloomberg PAGE 36/38 COMPANY REPORT PORTUGAL TELECOM Appendix III – Impact of Leverage on Credit Rating89 Graph 58 - Effect of Leverage on Rating BBB+ 391% 306% BBB BB+ 140% Telefónica Telecom Italia D/E - Market Values PT Rating Source: Bloomberg Graph 59 - Impact of Country Rating on Company Rating BBB+ BBB+ BBB- BBB BB+ BB Telefónica Telecom Italia Country Rating PT Company Rating Source: Bloomberg 89 All ratings are S&P ratings. The analysis is obviously simplified, since it only looks at the effects of one variable over the credit rating, when this is determined by a number of other factors simultaneously, particularly the country rating, which is why we have included the second analysis as well. Regardless, we believe the analysis still serves for the illustration purpose that, in general and in ceteris paribus terms, the higher the amount of leverage, the worse the rating of a company. PAGE 37/38 COMPANY REPORT PORTUGAL TELECOM Disclosures and Disclaimer Research Recommendations Buy Expected total return (including dividends) of more than 15% over a 12-month period. Hold Expected total return (including dividends) between 0% and 15% over a 12-month period. Sell Expected negative total return (including dividends) over a 12-month period. This report was prepared by Francisco Martins, a student of the NOVA School of Business and Economics, following the Masters in Finance Equity Research – Field Lab Work Project, exclusively for academic purposes. Thus, the author, which is a Masters in Finance student, is the sole responsible for the information and estimates contained herein and for the opinions expressed, which reflect exclusively his/her own personal judgement. This report was supervised by professor Rosário André (registered with Comissão do Mercado de Valores Mobiliários as financial analyst) who revised the valuation methodology and the financial model. All opinions and estimates are subject to change without notice. NOVA SBE or its faculty accepts no responsibility whatsoever for the content of this report nor for any consequences of its use. The information contained herein has been compiled by students from public sources believed to be reliable, but NOVA SBE or the students make no representation that it is accurate or complete, and accept no liability whatsoever for any direct or indirect loss resulting from the use of this report or its content. The author hereby certifies that the views expressed in this report accurately reflect his/her personal opinion about the subject company and its securities. He/she has not received or been promised any direct or indirect compensation for expressing the opinions or recommendation included in this report. The author of this report may have a position, or otherwise be interested, in transactions in securities which are directly or indirectly the subject of this report. NOVA SBE may have received compensation from the subject company during the last 12 months related to its fund raising program. Nevertheless, no compensation eventually received by NOVA SBE is in any way related to or dependent on the opinions expressed in this report. The Nova School of Business and Economics, though registered with Comissão do Mercado de Valores Mobiliários, does not deal for or otherwise offers any investment or intermediation services to market counterparties, private or intermediate customers. This report may not be reproduced, distributed or published without the explicit previous consent of its author, unless when used by NOVA SBE for academic purposes only. At any time, NOVA SBE may decide to suspend this report reproduction or distribution without further notice. PAGE 38/38