Obligation Telecom Italia 5.25% ( US87927VAQ14 ) en USD

Telecom Italia

100 % ▲

Italie

US87927VAQ14 ( en USD )

5.25% par an ( paiement semestriel )

01/10/2015 - Obligation échue

Prospectus brochure de l'obligation Telecom Italia US87927VAQ14 en USD 5.25%, échue

2 000 USD

765 203 000 USD

87927VAQ1

BB+ ( Spéculatif )

Ba1 ( Spéculatif )

L'Obligation émise par Telecom Italia ( Italie ) , en USD, avec le code ISIN US87927VAQ14, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/10/2015

L'Obligation émise par Telecom Italia ( Italie ) , en USD, avec le code ISIN US87927VAQ14, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Telecom Italia ( Italie ) , en USD, avec le code ISIN US87927VAQ14, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
As filed pursuant to Rule 424(b)(5)
Registration No. 333-127351
333-127351-01
PROSPECTUS SUPPLEMENT
(To prospectus dated August 30, 2005)

TELECOM ITALIA CAPITAL

$700,000,000 4.875% Guaranteed Senior Notes due 2010

$1,400,000,000 5.25% Guaranteed Senior Notes due 2015

$400,000,000 Guaranteed Senior Floating Rate Notes due 2011

Guaranteed on a senior, unsecured basis by Telecom Italia S.p.A.
Interest on the 2010 notes and the 2015 notes will be paid on April 1 and October 1 of each year, beginning on
April 1, 2006. The 2010 notes will mature on October 1, 2010 and the 2015 notes will mature on October 1,
2015.
Interest on the floating rate notes will be paid at a rate equal to the then applicable U.S. dollar three-month
LIBOR rate, which will be reset quarterly, plus 0.48%, and will be paid on February 1, May 1, August 1 and
November 1 of each year, beginning on November 1, 2005. The floating rate notes will mature on February 1,
2011.
Telecom Italia Capital, a société anonyme, or TI Capital, and Telecom Italia S.p.A., or Telecom Italia, may
redeem some or all of the notes at any time on and after April 1, 2007 at the redemption prices described in this
prospectus supplement. The notes may also be redeemed at 100% of their principal amount in whole but not in
part upon the occurrence of certain tax events described in this prospectus supplement and the accompanying
prospectus.
The notes will be unsecured obligations and will rank equally with TI Capital's other unsecured senior
indebtedness. The notes will be fully, unconditionally and irrevocably guaranteed by Telecom Italia. The notes
will be issued in minimum denominations of $2,000 and integral multiples of $1,000.
Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange.
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Investing in the notes involves risks that are described in the " Risk Factors" section beginning on
page S-21 of this prospectus supplement.

Per
Per 2010
Per 2015
Floating
Note
Total
Note
Total
Rate Note
Total

Public Offering Price(1) 99.898% $699,286,000 99.370% $1,391,180,000
100% $400,000,000
Underwriting Discount

0.350% $ 2,450,000 0.450% $
6,300,000
0.350% $ 1,400,000
Proceeds, before
expenses, to Telecom
Italia Capital.

99.548% $696,836,000 98.920% $1,384,880,000 99.650% $398,600,000
(1) Plus accrued interest from September 28, 2005, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We expect the notes will be ready for delivery in book-entry form only through The Depository Trust Company
and its participants including Euroclear Bank S.A./N.V., as operator of the Euroclear System and Clearstream
Banking, société anonyme Luxembourg, on or about September 28, 2005.

Joint Bookrunners
JPMorgan
Lehman Brothers
Credit Suisse First Boston
Goldman Sachs International
Merrill Lynch & Co.
Morgan Stanley

The date of this prospectus supplement is September 21, 2005.
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Final Prospectus Supplement
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS
S-ii
CERTAIN DEFINED TERMS
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-ii
INCORPORATION BY REFERENCE
S-iii
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
S-v
PROSPECTUS SUPPLEMENT SUMMARY
S-1
RISK FACTORS
S-21
RATIO OF EARNINGS TO FIXED CHARGES
S-31
CAPITALIZATION
S-32
USE OF PROCEEDS
S-34
DESCRIPTION OF NOTES AND GUARANTEES
S-35
UNDERWRITING
S-41
VALIDITY OF THE NOTES AND GUARANTEES
S-44
Prospectus
Page

ABOUT THIS PROSPECTUS
1
CERTAIN DEFINED TERMS
1
WHERE YOU CAN FIND MORE INFORMATION
2
INCORPORATION BY REFERENCE
3
RISK FACTORS
4
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ADOPTION OF IFRS
4
ENFORCEABILITY OF CIVIL LIABILITIES UNDER THE UNITED STATES SECURITIES
LAWS
4
CAUTIONARY STATEMENT RELATING TO FORWARD-LOOKING STATEMENTS
5
PROSPECTUS SUMMARY
6
USE OF PROCEEDS
8
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
9
CLEARANCE AND SETTLEMENT
22
CERTAIN TAX CONSIDERATIONS
26
PLAN OF DISTRIBUTION
39
VALIDITY OF DEBT SECURITIES AND GUARANTEES
41
EXPERTS
41
You should rely only on the information contained in or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any jurisdiction where the offer is
not permitted. You should not assume that the information contained in this prospectus supplement or the
accompanying prospectus is accurate as of any date later than the date on the front of this prospectus
supplement.

S-i
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Final Prospectus Supplement
Table of Contents
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of
the notes being offered. The second part, the base prospectus, gives more general information, some of which
may not apply to the notes being offered. Generally, when we refer only to the prospectus, we are referring to
both parts combined and, when we refer to the accompanying prospectus, we are referring to the base prospectus.
If the description of notes varies between the prospectus supplement and the accompanying prospectus, you
should rely on the information in the prospectus supplement.

CERTAIN DEFINED TERMS
In this prospectus supplement and the accompanying prospectus, references to the "Issuer" and "TI Capital"
refer to Telecom Italia Capital. References to the "Guarantor" and "Telecom Italia" refer to Telecom Italia S.p.
A. References to "we", "us" and "our" refer to Telecom Italia Capital or, if the context so requires, also to
Telecom Italia S.p.A. and, if the context so requires, its consolidated subsidiaries (including TI Capital).
References to "Telecom Italia Group" refer to Telecom Italia S.p.A. and its consolidated subsidiaries (including
TI Capital). References to "Old Telecom Italia" refer to Telecom Italia S.p.A. and its consolidated subsidiaries
as they existed immediately prior to August 4, 2003, the effective date of the merger (the "Merger") between
Olivetti S.p.A. ("Olivetti") and Old Telecom Italia. References to IFRS and EU GAAP refer to International
Financial Reporting Standards ("IFRS") as adopted by the European Commission for use in the European Union
effective, or issued and early adopted, at June 30, 2005.

WHERE YOU CAN FIND MORE INFORMATION
Telecom Italia
Telecom Italia is subject to the informational requirements of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), applicable to foreign private issuers and files annual reports and other
information with the U.S. Securities and Exchange Commission ("SEC"). You may read and copy any document
Telecom Italia files with the SEC at its public reference facilities at 100 F Street, N.E., Washington, D.C. 20549.
You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of
the SEC at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference facilities. Since November 4, 2002, Telecom Italia has been
required to file and furnish its documents to the SEC on EDGAR, the SEC's electronic filing system. All such
filings made since such date can be reviewed on EDGAR by going to the SEC's website: http://www.sec.gov.
On completion of the Merger on August 4, 2003, Olivetti changed its name to Telecom Italia S.p.A. and
succeeded to the Exchange Act information requirements of Old Telecom Italia. All annual reports on Form 20-F
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Final Prospectus Supplement
and reports on Form 6-K filed or furnished with the SEC prior to August 4, 2003, were so filed or furnished by
Old Telecom Italia. As a foreign private issuer, Telecom Italia is exempt from the rules under the Exchange Act
prescribing the furnishing and content of proxy statements, and Telecom Italia's officers, directors and
controlling shareholders are exempt from the reporting and short-swing profit recovery provisions contained in
Section 16 of the Exchange Act.
Telecom Italia's ordinary share ADSs and savings share ADSs are listed on the New York Stock Exchange and
you can inspect Telecom Italia's reports and other information at the New York Stock Exchange Inc., 20 Broad
Street, New York, New York.
TI Capital
TI Capital is a directly and indirectly wholly-owned subsidiary of Telecom Italia, organized under the laws of
Luxembourg. TI Capital does not, and will not, file separate reports with the SEC.

S-ii
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Table of Contents
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with the SEC in other documents, which
means:

· incorporated documents are considered part of this prospectus;

· Telecom Italia can disclose important information to you by referring you to those documents; and

· information in this prospectus automatically updates and supersedes information in earlier documents
that are incorporated by reference in this prospectus, and information that Telecom Italia files with the

SEC after the date of this prospectus automatically updates and supersedes this prospectus. In all cases,
you should rely on the information contained in a document that was filed later over differing
information included in this prospectus or the prospectus supplement.
We are incorporating by reference the following documents:

· Telecom Italia's Annual Report on Form 20-F for the year ended December 31, 2004 (the "Telecom

Italia Annual Report") (File No. 001-13882) filed with the SEC on May 27, 2005; and

· Telecom Italia's report on Form 6-K filed with the SEC on September 19, 2005, which includes Telecom

Italia's unaudited interim consolidated financial statements for the six-month period ended June 30, 2005
and the related management's discussion and analysis of financial condition and results of operations.
We also incorporate by reference each of the following documents that Telecom Italia will file with the SEC after
the date of this prospectus until such time as all of the notes covered by this prospectus supplement have been
sold:

· reports filed under Section 13(a), 13(c) or 15(d) of the Exchange Act; and

· any future reports filed on Form 6-K that indicate they are incorporated by reference in this prospectus.
You may obtain a copy of any of the documents referred to above (excluding exhibits) at no cost by contacting
Telecom Italia or TI Capital at the following respective addresses:

Telecom Italia S.p.A.
Piazza degli Affari 2
20123 Milan
Italy
(+39-02-85951)
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Final Prospectus Supplement
Attention: Alex Bolis

Telecom Italia Capital
287-289 route d'Arlon
L-1150
Luxembourg
(+352-4560601)
Attention: Adriano Trapletti

S-iii
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NOTICE TO INVESTORS
You understand that the notes will only be offered and sold to investors who are resident for income tax purposes
in countries listed in the Decree of the Ministry of Finance of Italy of September 4, 1996 as amended. A copy of
the decree can be obtained from the website of the Ministry of Finance of Italy at www.finanze.it. See
"Description of the Debt Securities and Guarantees--Transfer Restrictions" in the accompanying prospectus and
"Description of Notes and Guarantees--Transfer Restrictions" in this prospectus supplement. You also
understand that it is the intention of Telecom Italia that the notes will be held only by investors resident in
countries identified in the above mentioned decree. If Telecom Italia becomes the obligor under the notes due to
substitution or otherwise (see "Description of Debt Securities and Guarantees--Mergers and Similar Events" in
the accompanying prospectus) and Telecom Italia was obligated to withhold on any payments made on the notes,
there would be no obligation to gross up such payments to investors resident in the countries identified in the
above Decree (including investors resident in the United States) who do not furnish the required certifications
under applicable Italian tax requirements. See "Description of Notes and Guarantees--Payment of Additional
Amounts" in this prospectus supplement and "Description of Debt Securities and Guarantees--Payment of
Additional Amounts" in the accompanying prospectus.

EUROPEAN ECONOMIC AREA
In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a "Relevant Member State"), with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") the notes have
not been offered and will not be offered to the public in that Relevant Member State except that the notes may,
with effect from and including the Relevant Implementation Date, be offered to the public in that Relevant
Member State (provided that the notes have not been and will not be offered, sold or delivered in Italy or to
investors resident in Italy):

· in (or in Germany, where the offer starts within) the period beginning on the date of publication of a
prospectus in relation to those notes which has been approved by the competent authority in that Relevant

Member State or, where appropriate, approved in another Relevant Member State and notified to the
competent authority in that Relevant Member State, all in accordance with the Prospectus Directive and
ending on the date which is 12 months after the date of such publication;

· at any time to legal entities which are authorized or regulated to operate in the financial markets or, if not

so authorized or regulated, whose corporate purpose is solely to invest in securities;

· at any time to any legal entity which has two or more of (1) an average of at least 250 employees during

the last financial year; (2) a total balance sheet of more than EUR 43,000,000 and (3) an annual net
turnover of more than EUR 50,000,000, as shown in its last annual or consolidated accounts; or

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Final Prospectus Supplement
· at any time in any other circumstances which do not require the publication by the Issuer of a prospectus

pursuant to Article 3 of the Prospectus Directive.
For the purposes of the foregoing, the expression an "offer of notes to the public" in relation to any notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on the
terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the
notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in
that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any
relevant implementing measure in each Relevant Member State.

S-iv
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