Obligation Telecom Italia Spa 7.175% ( US872456AA66 ) en USD

Telecom Italia Spa

100 % ▼

Italie

US872456AA66 ( en USD )

7.175% par an ( paiement semestriel )

18/06/2019 - Obligation échue

Prospectus brochure de l'obligation Telecom Italia US872456AA66 en USD 7.175%, échue

2 000 USD

1 000 000 000 USD

872456AA6

N/A

Telecom Italia est une société de télécommunications italienne fournissant des services fixes, mobiles et à large bande, ainsi que des services numériques et de cloud computing.

L'Obligation émise par Telecom Italia Spa ( Italie ) , en USD, avec le code ISIN US872456AA66, paye un coupon de 7.175% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/06/2019

Prospectus Supplement
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424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
File Pursuant to Rule 424(b)(2)
Registration No. 333-156476
333-156476-01

CALCULATION OF REGISTRATION FEE

AGGREGATE
AMOUNT OF
OFFERING
REGISTRATION
Class of Securities Offered

PRICE

FEE
Debt Securities of Telecom Italia Capital S.A.

$2,000,000,000
$111,600(1)(2)
Guarantee of Telecom Italia S.p.A.(3)

--
--

(1) The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933 and is being paid on a
deferred basis in reliance upon Rules 456(b) and 457(r) under the Securities Act.
(2) In accordance with Rule 457(p), $105,479 of the unutilized registration fee paid with respect to securities that were
previously registered pursuant to Registration Statement No. 333-127351, filed on August 9, 2005, and were not sold
thereunder has been applied against the registration fee of $111,600. The remaining fee of $6,121 has been paid as of the
date hereof.
(3) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guarantees of
Telecom Italia S.p.A. in connection with the guaranteed debt securities.
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PROSPECTUS SUPPLEMENT
(To prospectus dated December 28, 2008)

TELECOM ITALIA CAPITAL
$1,000,000,000 6.175% Guaranteed Senior Notes due 2014
$1,000,000,000 7.175% Guaranteed Senior Notes due 2019
Guaranteed on a senior, unsecured basis by Telecom Italia S.p.A.

Interest on the 2014 notes and the 2019 notes will be paid on June 18 and December 18 of each year, beginning on
December 18, 2009. The 2014 notes will mature on June 18, 2014 and the 2019 notes will mature on June 18, 2019.
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 December 21, 2010 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 guarantees will rank equally in
right of payment with all of Telecom Italia's senior unsecured indebtedness. The notes will be issued in minimum
denominations of $2,000 and integral multiples of $1,000.
Application will be made following issuance of the notes to list the notes on the official list of the Luxembourg Stock
Exchange and to admit the notes to trading on the regulated market of the Luxembourg Stock Exchange.
Investing in the notes involves risks that are described in the "Risk Factors" section
beginning on page S-22 of this prospectus supplement as well as in Telecom Italia's Annual Report
on Form 20-F for the fiscal year ended December 31, 2008 that is incorporated by reference
herein, beginning on page 5.

Per
Per
2014
2019

Note
Total

Note
Total
Public Offering Price(1)

100%
$1,000,000,000
100%
$1,000,000,000
Underwriting Discount

0.35%
$
3,500,000
0.45%
$
4,500,000
Proceeds, before expenses, to Telecom Italia Capital

99.65%
$ 996,500,000 99.55%
$ 995,500,000
(1) Plus accrued interest from June 18, 2009, 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, on or about June 18, 2009.

Joint Bookrunners
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BNP PARIBAS Deutsche Bank Securities Goldman, Sachs & Co.

J.P. Morgan Mitsubishi UFJ Securities Morgan Stanley
The date of this prospectus supplement is June 15, 2009.
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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
NOTICE TO INVESTORS

S-iv
EUROPEAN ECONOMIC AREA

S-iv
NOTICE TO INVESTORS IN ITALY

S-v
NOTICE TO INVESTORS IN THE UNITED KINGDOM

S-v
NOTICE TO INVESTORS IN FRANCE

S-v
NOTICE TO INVESTORS IN JAPAN

S-vi
STABILIZATION

S-vi
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

S-vi
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
S-vii
PROSPECTUS SUPPLEMENT SUMMARY

S-1
RISK FACTORS
S-22
RATIO OF EARNINGS TO FIXED CHARGES
S-24
CAPITALIZATION
S-25
USE OF PROCEEDS
S-27
DESCRIPTION OF NOTES AND GUARANTEES
S-28
CERTAIN TAX CONSIDERATIONS
S-33
UNDERWRITING
S-36
VALIDITY OF THE NOTES AND GUARANTEES
S-39
EXPERTS
S-39
Prospectus

Page
ABOUT THIS PROSPECTUS

1
CERTAIN DEFINED TERMS

1
WHERE YOU CAN FIND MORE INFORMATION

2
INCORPORATION BY REFERENCE

3
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION

4
ENFORCEABILITY OF CIVIL LIABILITIES UNDER THE UNITED STATES SECURITIES LAWS

4
CAUTIONARY STATEMENT RELATING TO FORWARD-LOOKING STATEMENTS

5
PROSPECTUS SUMMARY

7
RISK FACTORS

9
USE OF PROCEEDS

10
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

11
CLEARANCE AND SETTLEMENT

25
CERTAIN TAX CONSIDERATIONS

29
PLAN OF DISTRIBUTION

43
VALIDITY OF DEBT SECURITIES AND GUARANTEES

45
EXPERTS

45
You should rely only on the information contained in or incorporated by reference in this prospectus supplement
and the accompanying prospectus and in any free writing 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.

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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).
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.
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 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.

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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, 2008 (the "Telecom Italia Annual

Report") (File No. 001-13882) filed with the SEC on April 10, 2009; and

· Telecom Italia's Report on Form 6-K filed with the SEC on June 15, 2009, which contains unaudited consolidated

financial information of Telecom Italia as of and for the three months ended March 31, 2009 and 2008.
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.
Telecom Italia Capital
Piazza degli Affari 2
12, rue Eugène Ruppert
20123 Milan
L-2453
Italy
Luxembourg
(+39-02-85951)
(+352-456060440)
Attention: Andrea Balzarini

Attention: Adriano Trapletti

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NOTICE TO INVESTORS
You understand that an investor in the notes offered hereunder must be resident for income tax purposes in one of the
countries listed in the Decree of the Ministry of Finance of Italy of September 4, 1996, as amended. Accordingly, upon
agreeing to purchase any notes offered hereunder, you are deemed to represent and agree that you resident for income tax
purposes in one of the 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), including under its guarantee of amounts
payable on the notes, and Telecom Italia were 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. Please refer to
"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 for the current exclusive list of
countries or territories where, if the notes were held by residents for income tax purposes of such countries or territories, and
Telecom Italia were to become the obligor on the notes, including under its guarantee of amounts payable on the notes,
Telecom Italia would have, on certain conditions, an obligation to gross up payments in the event of a withholding on any
payments on the notes (if and only if an investor provides the required certifications under applicable Italian tax
requirements). See "Risk Factors".
The list of countries included in the Decree of the Ministry of Finance of Italy of September 4, 1996 is expected to be
replaced in the future by a new list attached to a ministerial decree yet to be issued. If a holder of the notes is not resident in
one of the countries that will be identified in the forthcoming decree, that holder will not have a right to receive a gross-up in
the event of a tax withholding as described above. Accordingly, holders will bear the risk of changes in the list of countries
that will be included in the forthcoming decree.
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):

· 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;

· 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;

· to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive)

subject to obtaining the prior consent of the relevant underwriter or underwriters nominated by the Issuer for any
such offer; or

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· in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes referred to above shall require TI Capital or any underwriter to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 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 for 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.
NOTICE TO INVESTORS IN ITALY
The notes have not been and will not be offered, sold or delivered in Italy or to investors resident in Italy and copies of
this prospectus or any materials relating to the notes may not be distributed in Italy. Trading in the notes on the secondary
market in Italy may be subject to restrictions pursuant to Italian law. In particular, failing an exemption under applicable
regulatory provisions, systematic re-sales of the notes in Italy to persons who are not qualified investors, in the 12 months
following an initial placement in Italy or abroad reserved for qualified investors, trigger an offer to the public as provided for
by Article 100-bis, paragraph 2, of Legislative Decree of February 24, 1998, no. 58. In such circumstances, if no prospectus
is published, the acquirer acting for purposes not related to entrepreneurial or professional activities may obtain that the sale
is declared void and the authorized operators at which the sale took place may be responsible for damages; in addition,
certain administrative fines may apply. Furthermore, in the case an Italian investor were to purchase the notes on the
secondary market and were holding the notes at the time of the optional redemption (see "Description of the Notes and
Guarantees--Redemption at TI Capital's Option" on page S-29 of this prospectus supplement), in certain cases there may be
adverse tax consequences including the application of a 20% surtax. Italian investors holding the notes will be responsible for
such adverse tax consequences and no additional amounts will be paid in connection therewith by TI Capital or Telecom
Italia.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This prospectus is being distributed only to, and is directed only at, persons in the United Kingdom that are "qualified
investors" within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This prospectus and its
contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by
recipients to any other persons in the United Kingdom. Any investment or investment activity to which this prospectus and its
contents relate is available only to relevant persons and will be engaged in only with relevant persons. Any person in the
United Kingdom that is not a relevant person should not act or rely on this prospectus or any of its contents.
NOTICE TO INVESTORS IN FRANCE
In France, the notes have not been offered or sold and will not be offered or sold, directly or indirectly, to the public, and
offers and sales of the notes will be made in France only to (i) qualified investors (investisseurs qualifiés) and/or to a
restricted circle of investors (cercle restreint d'investisseurs), in each case investing for their own accounts, all as defined in
and in accordance with Article L.411-2-II-4°, D.411-1 to D.411-4, D.734-1, D.744-1, D.754-1 and D.764-1 of the Code
monétaire et financier, or (ii) to investment services providers

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authorized to engage in portfolio management on behalf of third parties, or (iii) in a transaction that, in accordance with
Article L.411-2-II-1°-or-2° -or 3° of the Code monétaire et financier and Article 211-2 of the General Regulations
(Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l'épargne).
Accordingly, this prospectus has not been submitted to the approval procedure of the Autorité des marchés financiers
("AMF") or of a competent authority of another member State of the European Economic Area which would have notified its
approval to the AMF under the Directive 2003/71/EC as implemented in France and the relevant member State. Neither this
prospectus nor any other offering material has been nor will be released, issued or distributed or caused to be released, issued
or distributed to the public in France or used in connection with any offer for subscription or sale of the notes to the public in
France. In the event that the notes purchased by investors are directly or indirectly offered or sold to the public in France, the
conditions set forth in Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the Code monétaire et financier must
be satisfied. Investors in France and persons into whose possession offering material comes must inform themselves about
and observe any such restrictions.
NOTICE TO INVESTORS IN JAPAN
The notes have not been registered and will not be registered under the Financial Instruments and Exchange Act of
Japan (Act No. 25 of 1948, as amended, the "FIEA"), and may not be offered or sold, directly or indirectly, to, or for the
account of, any resident of Japan or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the account
of, any resident of Japan, except (i) pursuant to an exemption from the registration requirements of the FIEA and (ii) in
compliance with any other applicable requirements of Japanese law. As used in this paragraph, "resident of Japan" means any
person resident in Japan, including any corporation or other entity organized under the laws of Japan.
STABILIZATION
In connection with the issue of the notes, the underwriters (or persons acting on behalf of the underwriters) may over-
allot notes or effect transactions with a view to supporting the market price of the notes at a level higher than that which
might otherwise prevail. However, there is no assurance that the underwriters (or persons acting on behalf of the
underwriters) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the notes is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the notes and 60 days after the date of the allotment of the notes. Any
stabilization action or over-allotment shall be conducted in accordance with all applicable laws and rules.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus or any incorporated document may contain certain
forward-looking statements, which reflect management's current views with respect to certain future events, trends and
financial performance. Actual results may differ materially from those projected or implied in the forward-looking
statements. Such forward-looking information is based on certain key assumptions which we believe to be reasonable but
forward-looking information by its nature involves risks and uncertainties, which are outside of our control, that could
significantly affect expected results of future events.
The following important factors could cause our actual results to differ materially from those projected or implied in any
forward-looking statements:

· our ability to successfully implement our strategy over the 2009-2011 period;

· our ability to successfully achieve our debt reduction targets;

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· the continuing impact of increased competition in a liberalized market, including competition from established

domestic competitors and global and regional alliances formed by other telecommunications operators in our core
Italian domestic fixed-line and wireless markets;

· the impact of the global recession in the principal markets in which we operate;

· our ability to utilize our relationship with Telefónica to attain synergies primarily in areas such as network, IT,

purchasing and international mobile roaming;

· our ability to introduce new services to stimulate increased usage of our fixed and wireless networks to offset

declines in the traditional fixed-line voice business due to the continuing impact of regulatory required price
reductions, market share loss, pricing pressures generally and shifts in usage patterns;

· our ability to successfully implement our internet and broadband strategy both in Italy and abroad;

· the impact of regulatory decisions and changes in the regulatory environment in Italy and other countries in which

we operate;

· the impact of economic development generally on our international business and on our foreign investments and

capital expenditures;

· our services are technology-intensive and the development of new technologies could render such services non-

competitive;

· the impact of political developments in Italy and other countries in which we operate;

· the impact of fluctuations in currency exchange and interest rates;

· our ability to build up our business in adjacent markets and in international markets (particularly in Brazil), due to

our specialist and technical resources;

· our ability to achieve the expected return on the investments and capital expenditures we have made and continue

to make (such as those in Brazil);

· the amount and timing of any future impairment charges for our licenses, goodwill or other assets; and

· the outcome of litigation, disputes and investigations in which we are involved or may become involved.
The foregoing factors should not be construed as exhaustive. Due to such uncertainties and risks, readers are cautioned
not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. We undertake no
obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect
events or circumstances after the date hereof, including, without limitation, changes in our business or acquisition strategy or
planned capital expenditures, or to reflect the occurrence of unanticipated events.
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
Unless otherwise indicated, the financial information contained in this prospectus supplement and incorporated by
reference herein has been prepared in accordance with International Financial Reporting Standards issued by the IASB--
International Accounting Standard Board ("IFRS"). IFRS also include all effective International Accounting Standards
("IAS") and all Interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"),
comprising those previously issued by the Standing Interpretations Committee ("SIC").
Telecom Italia adopted IFRS for the first time in its annual consolidated financial statements for the year ended
December 31, 2005, which included comparative financial statements for the year ended December 31, 2004. Pursuant to
SEC Release No. 33-8879, "Acceptance from Foreign Private Issuers of Financial Statements

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