Obligation Telecom Italia Spa 4.95% ( US87927VAL27 ) en USD

Telecom Italia Spa

100 % ▼

Italie

US87927VAL27 ( en USD )

4.95% par an ( paiement semestriel )

30/09/2014 - Obligation échue

Prospectus brochure de l'obligation Telecom Italia US87927VAL27 en USD 4.95%, échue

1 000 USD

528 305 000 USD

87927VAL2

NR

NR

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 US87927VAL27, paye un coupon de 4.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/09/2014

L'Obligation émise par Telecom Italia Spa ( Italie ) , en USD, avec le code ISIN US87927VAL27, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Telecom Italia Spa ( Italie ) , en USD, avec le code ISIN US87927VAL27, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus
424B3 1 d424b3.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-125900
333-125900-01

PROSPECTUS

OFFER TO EXCHANGE ALL OUTSTANDING $1,250,000,000 4% GUARANTEED SENIOR NOTES DUE 2010, ALL
OUTSTANDING $1,250,000,000 4.95% GUARANTEED SENIOR NOTES DUE 2014, AND ALL OUTSTANDING $1,000,000,000
6% GUARANTEED SENIOR NOTES DUE 2034 FOR REGISTERED $1,250,000,000 4% GUARANTEED SENIOR NOTES DUE
2010, REGISTERED $1,250,000,000 4.95% GUARANTEED SENIOR NOTES DUE 2014, AND REGISTERED $1,000,000,000 6%
GUARANTEED SENIOR NOTES DUE 2034

TELECOM ITALIA CAPITAL

Unconditionally Guaranteed By

TELECOM ITALIA S.p.A.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
SEPTEMBER 30, 2005, UNLESS EXTENDED

Material Terms of the Exchange Offer:

Ø
Telecom Italia Capital is offering to exchange the initial notes that it sold in a private offering which closed on October 6,

2004 for new registered exchange notes.

Ø
Based on interpretations by the staff of the U.S. Securities and Exchange Commission, we believe that, subject to some

exceptions, the exchange notes may be offered for resale, resold and otherwise transferred by you without compliance with the
registration and prospectus delivery provisions of the Securities Act of 1933, as amended.

Ø
The initial notes are currently listed on the Luxembourg Stock Exchange. Application has been made to list the exchange notes

on the Luxembourg Stock Exchange; no other public market exists for the exchange notes.

Ø
The exchange offer expires at 12:00 midnight, New York City time, September 30, 2005, unless extended.

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Ø
Tenders of outstanding initial notes may be withdrawn any time prior to the expiration of the exchange offer.

Ø
All outstanding initial notes that are validly tendered and not validly withdrawn will be exchanged.

Ø
You may tender your outstanding initial notes in integral multiples of U.S.$1,000.

Ø
We believe that the exchange of initial notes for registered exchange notes will not be a taxable exchange for U.S. federal

income tax purposes. Participation in the exchange offer may result in certain adverse tax consequences for non-U.S. residents
as discussed in the section of this prospectus entitled "Tax Considerations--Italian Tax Considerations" on page 78.

Ø
We will not receive any proceeds from the exchange offer.

Ø
The exchange offer is subject to customary conditions, including that the exchange offer does not violate applicable law or any

applicable interpretation of law of the staff of, or rule or regulation of, the U.S. Securities and Exchange Commission.

Ø
The terms of the registered exchange notes to be issued are identical to the outstanding initial notes, except for the transfer

restrictions and registration rights relating to the outstanding notes.

We are not making an offer to exchange new registered exchange notes for outstanding initial notes in the Republic of Italy or in
any jurisdiction where the offer is not permitted.

The exchange notes are subject to the same business and financial risks as the initial notes. Please refer to " Risk Factors"
beginning on page 32 of this prospectus for a description of the risks you should consider when evaluating this investment.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
registered exchange notes to be distributed in the exchange offer, nor have any of these organizations determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is September 1, 2005.
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Final Prospectus
Table of Contents
TABLE OF CONTENTS

Page

WHERE YOU CAN FIND MORE INFORMATION

iv
ENFORCEABILITY OF CIVIL LIABILITIES UNDER THE UNITED STATES SECURITIES
LAWS

vi
CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING STATEMENTS

vii
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION

viii
PROSPECTUS SUMMARY

1
RISK FACTORS

32
TERMS OF THE EXCHANGE OFFER

42
USE OF PROCEEDS

51
CAPITALIZATION

52
DESCRIPTION OF EXCHANGE NOTES AND GUARANTEES

56
TAX CONSIDERATIONS

74
PLAN OF DISTRIBUTION

81
GENERAL INFORMATION

82
LEGAL MATTERS

83
EXPERTS

83

This prospectus incorporates important business and financial information about us that is not included in or
delivered with this prospectus. This information is available without charge to you upon written or oral request. If
you would like a copy of this information, please submit your request to our listing agent in Luxembourg,
BNP Paribas Securities Services, Luxembourg Branch, 23 Avenue de la Porte Neuve, L-2083, Luxembourg
(Telephone +352 26 96 2000).
In order to obtain timely delivery of any information that you request, you must submit your request no later than
September 23, 2005, which is five business days before the date the exchange offer expires.
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Final Prospectus
Table of Contents
CERTAIN DEFINED TERMS
In this prospectus, references to the "Issuer" and "TI Capital" refer to Telecom Italia Capital, société anonyme.
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" and "Old Telecom Italia Group" and "New Telecom Italia" and "New Telecom Italia
Group" refer to Telecom Italia S.p.A. and its consolidated subsidiaries as they existed immediately prior to, and
immediately after, respectively, August 4, 2003, the effective date of the merger between Olivetti S.p.A.
("Olivetti") and Old Telecom Italia.

NOTICE TO INVESTORS
You understand that it is the intention of TI Capital that the exchange notes will be offered and sold to investors,
and trade in the secondary market between investors, and will be held by 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 Exchange Notes and Guarantees--Transfer Restrictions". You also understand
that, to the extent that Telecom Italia will become the obligor under the exchange notes due to substitution or
otherwise (see "Description of Exchange Notes and Guarantees--Mergers and Similar Events") and Telecom
Italia will be required to withhold on any payments made on the exchange 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 Exchange Notes and Guarantees--Payment of Additional Amounts".

NOTICE TO INVESTORS IN ITALY
Neither the exchange offer nor this prospectus has been cleared by the Commissione Nazionale per le Società e la
Borsa ("CONSOB") and, accordingly, the exchange notes are not offered for exchange with the initial notes in
the territory of the Republic of Italy. Therefore: (i) this prospectus may not be used in connection with an
exchange offer in the Republic of Italy; and (ii) neither the Issuer, nor the Guarantor, nor the exchange agent (a)
has delivered or will deliver this prospectus and any solicitation materials relating to the exchange offer in the
Republic of Italy, (b) has solicited or will solicit exchanges of initial notes from any person within the Republic
of Italy, (c) has accepted or will accept tenders of exchanges of initial notes from any person within the Republic
of Italy, and/or (d) has offered, sold or delivered or will offer, sell or deliver, exchange notes to any person within
the Republic of Italy. Any acceptance instructions in whatever form received from persons located in Italy shall
be void and shall not be processed, validated or settled. In the case an Italian investor were to purchase the
exchange notes on the secondary market and were holding the exchange notes at the time of the optional
redemption (see "Description of the Exchange Notes and Guarantees--Redemption at TI Capital's Option" on
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Final Prospectus
page 62 of this prospectus), in certain cases there may be adverse tax consequences including the application of a
20% surtax. Italian investors holding the exchange 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 LUXEMBOURG
The exchange notes may not be offered to the public in the Grand Duchy of Luxembourg except in circumstances
where the requirements of Luxembourg law concerning public offerings of securities have been met.

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Final Prospectus
Table of Contents
NOTICE TO INVESTORS IN FRANCE
In France, the exchange notes may not be directly or indirectly offered or sold to the public, and offers and sales
of the exchange notes will only be made in France to qualified investors or to a closed circle of investors acting
for their own accounts, in accordance with Article L.411-2 of the Code Monétaire et Financier and Decret no. 98-
880 dated October 1, 1998. Accordingly, this prospectus has not been submitted to the Autorité des Marchés
Financiers. Neither this prospectus nor any other offering material may be distributed to the public in France. In
the event that the exchange notes purchased by investors are directly or indirectly offered or sold to the public in
France, the conditions set forth in Articles L.412-1 and L.621-8 of the Code Monétaire et Financier must be
complied with.
Les titres ne pourront pas être offerts ou vendus directement ou indirectement au public en France et ne pourront
l'être qu'à des investisseurs qualifiés ou à un cercle restreint d'investisseurs, agissant pour compte propre,
conformément à l'Article L.411-2 du Code Monétaire et Financier et du Décret no. 98-880 du 1er Octobre 1998.
Par conséquent, ce prospectus n'a pas été soumis au visa de l'Autorité des Marchés Financiers. Ni ce prospectus
ni aucun autre document promotionnel ne pourront être communiqués au public en France. La diffusion, directe
ou indirecte, dans le public des titres ainsi acquis ne peut être realisée que dans les conditions prévues aux articles
L.412-1 et 621-8 du Code Monétaire et Financier.

NOTICE TO INVESTORS IN GERMANY
The offering of the exchange notes is not a public offering in the Federal Republic of Germany. No application
has been made under German law to publicly market the exchange notes in or out of the Federal Republic of
Germany so that no public offer of the exchange notes or public distribution may be made in or out of the Federal
Republic of Germany. The exchange notes are not registered or authorized for distribution under the Securities
Sales Prospectus Act (Wertpapierprospektgesetz), as amended, and accordingly may not be, and are not being,
offered or advertised publicly or by public promotion. Therefore, the offer is strictly for private use and the offer
is only being made to recipients to whom the document is personally addressed and does not constitute an offer
or advertisement to the public. The exchange notes will only be available to persons who, by profession, trade or
business, buy or sell exchange notes for their own or a third party's account.

NOTICE TO INVESTORS IN THE UNITED KINGDOM
In the United Kingdom, the exchange notes will only be available for subscription pursuant to the offering to
persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in circumstances that will not constitute an
offer to the public in the United Kingdom within the meaning of the Financial Services and Markets Act 2000, as
amended. This prospectus is being distributed in the United Kingdom only to persons of the kind described in
Article 19(5) ("investment professionals") or Article 49(2) ("high net worth companies, unincorporated
associations etc.") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or to
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Final Prospectus
persons to whom it may otherwise lawfully be issued (collectively, "relevant persons"). By accepting delivery of
this prospectus the recipient warrants and acknowledges that it is a relevant person. This communication must not
be acted or relied upon by persons who are not relevant persons.

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Final Prospectus
Table of Contents
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: www.sec.gov.
On completion of the merger of Olivetti and Old Telecom Italia on August 4, 2003 (the "Merger"), 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 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. For further information about Telecom Italia's American Depositary Receipt
arrangements, you may call JPMorgan Chase Bank, N.A., the depositary under Telecom Italia's American
Depositary Receipt arrangements in the United States, at +1 (781) 575-4328.
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.
TI Capital will issue the exchange notes described in this prospectus pursuant to an indenture dated October 6,
2004, as supplemented by a first supplemental indenture dated October 6, 2004 and an officer's certificate to be
issued by TI Capital and Telecom Italia. The indenture, the first supplemental indenture, the officer's certificate
and their associated documents contain or will contain the full legal text of the matters described in "Description
of Exchange Notes and Guarantees" (other than matters described under "--Transfer Registrations" and "--
Registration Rights Agreement"). The indenture and the first supplemental indenture are available and the
officer's certificate will be available for inspection at BNP Paribas Securities Services, Luxembourg Branch, 23
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Final Prospectus
Avenue de la Porte Neuve, L-2083, Luxembourg (the "listing agent").
You may request, orally or in writing, a copy of the indenture dated October 6, 2004 as supplemented by the first
supplemental indenture dated October 6, 2004 and, when executed, the Officer's Certificate, at no cost by
contacting TI Capital at 287-289 route d'Arlon, L-1150 Luxembourg, tel.: +352-456060-1. Copies of the
indenture and first supplemental indenture have also been filed with the SEC as exhibits to the registration
statement on Form F-4 of which this prospectus forms a part, and may be obtained free of charge from the SEC's
web site at http://www.sec.gov.
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;

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