Obligation Telecom Italia Spa 6.375% ( UST92762AC63 ) en USD

Telecom Italia Spa

100.25 % ⇌

Italie

UST92762AC63 ( en USD )

6.375% par an ( paiement semestriel )

14/11/2033

Prospectus brochure de l'obligation Telecom Italia UST92762AC63 en USD 6.375%, échéance 14/11/2033

T92762AC6

15/05/2025 ( Dans 16 jours )

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 UST92762AC63, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2033

Offering Memorandum
Confidential

TELECOM ITALIA CAPITAL

$1,000,000,000 Series A 4% Guaranteed Senior Notes due 2008
Issue price: 99.953%

$2,000,000,000 Series B 5.25% Guaranteed Senior Notes due 2013
Issue price: 99.742%
$1,000,000,000 Series C 6.375% Guaranteed Senior Notes due 2033
Issue price: 99.558%
Guaranteed on a senior, unsecured basis by Telecom Italia S.p.A.

Interest payable on May 15 and November 15

The Series A notes will mature on November 15, 2008, the Series B notes will mature on November 15, 2013 and the Series C notes
will mature on November 15, 2033. Interest on the notes of each series will accrue from October 29, 2003, and the first interest
payment date will be May 15, 2004.

Telecom Italia Capital, a société anonyme ("TI Capital"), and Telecom Italia S.p.A. ("Telecom Italia") may redeem some or all of
the notes at any time after May 15, 2005. The redemption prices are described under "Description of Notes and Guarantees --
Redemption at TI Capital's Option". 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 offering memorandum. The notes will rank equally with all our existing and
future senior debt and rank senior to all our existin g and future subordinated debt. The notes will be fully, unconditionally and
irrevocably guaranteed by Telecom Italia.

See "Risk Factors" beginning on page 23 for a discussion of certain risks that you should consider in connection with an
investment in the notes.

The notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or any U.S.
state securities laws and may not be offered or sold in the United States or to U.S. persons unless registered under the Securities Act or
an exemption from the registration requirements of the Securities Act is available. We are offering the notes within the United States
only to qualified institutional buyers in reliance on Rule 144A under the Securities Act ("Rule 144A"). We are offering these notes
outside the United States in reliance on Regulation S under the Securities Act ("Regulation S"). For a description of restrictions on
transfers of the notes, see "Plan of Distribution" and "Transfer Restrictions".

TI Capital and Telecom Italia have agreed to file an exchange offer registration statement pursuant to a registration rights agreement.
Such exchange offer is required to be completed within one year from the settlement date of the notes. See "Exchange Offer and
Registration Rights".

Application has been made to list the notes on the Luxembourg Stock Exchange.

We expect that the notes will be ready for delivery in book-entry form only through The Depository Trust Company (" DTC") and its
participants including Euroclear Bank, S.A./N.V., as operator of the Euroclear System (" Euroclear") and Clearstream Banking,
société anonyme Luxembourg ("Clearstream"), on or about October 29, 2003.

Joint book -runners
Banc of America Securities LLC
Citigroup
Credit Suisse First Boston
JPMorgan
Lehman Brothers
Merrill Lynch & Co.
Morgan Stanley

October 22, 2003

TABLE OF CONTENTS

Page
Where You Can Find More Information
1
Enforceability of Civil Liabilities under the United States Securities Laws
2
Cautionary Statement Relating to Forward -Looking Statements
3
Presentation of Certain Financial and Other Information
4
Summary
5
The Companies
5
The Offering
8
Summary Selected Financial Information
12
Summary Unaudited Pro Forma Condensed Consolidated Financial Information
17
Risk Factors
23
Use of Proceeds
26
Capitalization
26
Description of Telecom Italia Capital
29
Description of Telecom Italia
30
Business Units
44
Unaudited Pro Forma Condensed Consolidated Financial Data
80
Pro Forma Liquidity and Capital Resources
87
Selected Financial Information
92
Operating and Financial Review and Prospects
97
Related Party Transactions
119
Management
123
Description of Notes and Guarantees
130
Book Entry Settlement and Clearance
145
Transfer Restrictions
146
Exchange Offer and Registration Rights
149
Tax Considerations
151
Plan of Distribution
156
Legal Matters
161
Independent Accountants
161
General Information
161
Olivetti Consolidated Financial Statements
F-1
i

In this offering memorandum, references to the "issuer" and "TI Capital" refer to "Telecom Italia Capital". References to
"Telecom Italia", "we", "us", "our" and "Telecom Italia Group" refer to Telecom Italia and its consolidated subsidiaries (including TI
Capital) except where otherwise noted. Re ferences to the "guarantor" refer to Telecom Italia. References to "Old Telecom Italia" and
"Old Telecom Italia Group" and "New Telecom Italia" and "New Telecom Italia Group" refer to Telecom Italia and its consolidated
subsidiaries as they existed immedia tely prior to, and immediately after, respectively, the effective date of the merger between Olivetti
S.p.A. ("Olivetti") and Old Telecom Italia described herein. "Initial Purchasers" refers to the firms listed on the cover of this offering
memorandum.

This offering memorandum is a confidential document that we are providing only to prospective purchasers of the notes. You
should read this offering memorandum before making a decision whether to purchase any notes. You must not:

·
use this offering memorandum for any other purpose;

·
make copies of any part of this offering memorandum or give a copy of it to any other person; or

·
disclose any information in this offering memorandum to any other person.

We have prepared this offering memorandum and are solely responsible for its contents. You are responsible for making your
own examination of TI Capital and Telecom Italia and your own assessment of the merits and risks of investing in the notes. You may
contact us if you need any additional information. By purchasing any notes, you will be deemed to have acknowledged that:

·
you have reviewed this offering memorandum;

·
you have had an opportunity to request any additional information that you need from us; and

·
the Initial Purchasers are not responsible for, and are not making any representation to you concerning, our future
performance or the accuracy or completeness of this offering memorandum.

We are not providing you with any legal, business, tax or other advice in this offering memorandum. You should consult with
your own advisors as needed to assist you in making your investment decision and to advise you whether you are legally permitted to
purchase the notes.

Effective from the date of commencement of discussions concerning this offering, you and each of your employees,
representatives, or other agents may disclose to any and all persons, without limitation of any kind, the U.S. Federal tax treatment and
tax structure of this offering and all materials of any kind, including opinions or other tax analyses, that we have provided to you
relating to such tax treatment and tax structure.

The notes offered hereby have not been registered under the Securities Act or with any securities regulatory authority of any
state or other jurisdiction of the United States. The notes are being sold within the United States only to qualified institutional buyers,
as defined in, and in reliance on Rule 144A. The notes are also being offered outside the United States in reliance on Regulation S.

We are relying on exemptions from registration under the Securities Act for offers and sales of securities that do not involve a
public offering in the United States. By purchasing the notes, you will be deemed to have made the acknowledgements,
representations, warranties and agreements set forth under the heading "Transfer Restrictions" in this offering memorandum. You
should understand that you will be required to bear the financial risks of your investment for an indefinite period of time. The notes
are subject to restrictions on transferability and may not be transferred or resold except as permitted under applicable U.S. federal
and state securities law pursuant to a registration statement or an exemption from registration. The notes have not been recommended
by any U.S. federal or state securities authorities, nor have any such authorities determined that this offering memorandum is
accurate or complete. Any representation to the contrary is a criminal offense in the United States.

The distribution of this offering memo randum and the offering or sale of the notes in certain jurisdictions is restricted by law.
This offering memorandum may not be used for, or in connection with, and does not constitute, any offer to sell, or solicitation of an
offer to buy the notes to anyone in any jurisdiction in which it is unlawful to make such an offer or solicitation. Persons into whose
possession this document may come are required by Telecom Italia, TI Capital and the Initial Purchasers to inform themselves about,
and to observe, such restrictions. Neither Telecom Italia nor TI Capital or the Initial Purchasers accept any responsibility for any
violation by any person, whether or not it is a prospective purchaser of the notes, of any such restrictions.

ii

You must comply with all laws that apply to you in any place in which you buy, offer or sell any notes or possess this offering
memorandum. You must also obtain any consents or approvals that you need in order to purchase any notes. We and the Initial
Purchasers are not responsible for your compliance with these legal requirements.

No representation or warranty, express or implied, is made by the Initial Purchasers as to the accuracy or completeness of the
information contained herein or in the documents incorporated by reference herein, and such information is not and may not be relied
upon as a promise or representation by the Initial Purchasers.

The information set out in the sections of this offering memorandum describing clearing arrangements is subject to any change
or reinterpre tation of the rules, regulations and procedures of DTC, Euroclear, and Clearstream in each case as currently in effect. The
information in the sections concerning these clearing systems has been obtained from sources that we believe to be reliable, but we
and the Initial Purchasers take no responsibility for the accuracy of such information. If you wish to use the facilities of any of the
clearing systems you should confirm the continued applicability of the rules, regulations and procedures of the relevant clearing
system. Telecom Italia, TI Capital and the Initial Purchasers will not be responsible or liable for any aspect of the records relating to,
or payments made on account of, book-entry interests held through the facilities of any clearing system or for maintaining, supervising
or reviewing any records to such book-entry interests. See "Description of Notes and Guarantees" and "Book Entry Settlement and
Clearance".

We reserve the right to withdraw this offering of notes at any time and we and the Initial Purchasers reserve the right to reject
any commitment to subscribe for the notes, in whole or in part. The Initial Purchasers also reserve the right to allot to you less than the
full amount of notes sought by you.

Certain persons participating in this offering may engage in transactions that stabilize, maintain or otherwise affect the price of
the notes. Such transactions may include purchases of the notes to stabilize their market price, purchases of the notes to cover all or
some of an over-allotme nt or a short position maintained by the Initial Purchasers, and the imposition of penalty bids. Such activities,
if commenced, may be discontinued at any time. For a description of these activities, see "Plan of Distribution".

iii

REVIEW BY THE U.S. SECURITIES AND EXCHANGE COMMISSION

TI Capital and Telecom Italia have agreed to file a registration statement with the Securities and Exchange Commission (the
"SEC") with respect to a registered exchange offer for the notes. See "Exchange Offer and Registration Rights". In the course of the
review by the SEC of the registration statement (including the documents incorporated by reference therein), Telecom Italia may be
required to make changes to its historical financial statements and other information. Accordingly, comments by the SEC on the
registration statement, or on the documents incorporated by reference therein, may require modification or reformulation of Telecom
Italia's financial statements and other information presented, or incorporated by reference, in this offering memorandum.

NOTICE TO INVESTORS

You understand that it is the intention of TI Capital that the 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 in countries listed in the Decree of the Ministry of
Finance of Italy of September 4, 1996 as amended, with the exception of the countries which are also listed in the Decree of the
Ministry of Finance of Italy of January 23, 2002, as amended. A copy of the decrees can be obtained from the website of the Ministry
of Finance of Italy at www.finanze.it. If Art. 41 of Decree Law 30 September 2003, n.269 is confirmed and converted into ordinary
law, the exclusion of the countries listed in the Decree of the Ministry of Finance of Italy of January 23, 2002 will expire on January 1,
2004. See "Transfer Restrictions--Other restrictions". You also understand that, to the extent that Telecom Italia will become the
obligor under the notes due to substitution or otherwise (see "Description of Notes and Guarantees --Mergers and Similar Events")
and Telecom Italia will be required 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 Decrees as having a "privileged tax regime" or to investors
resident in countries other than those identified in the above Decrees as having a "privileged tax regime" (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".

NOTICE TO INVESTORS IN ITALY

The notes will not be offered, sold or delivered in Italy and copies of th is offering memorandum or any materials relating to the
notes may not be distributed in Italy. If Italian investors holding the notes were to participate in the exchange offer (see "Exchange
Offer and Registration Rights") 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 LUXEMBOURG

The notes may not be offered or sold to the public in or from Luxembourg and this offering memorandum and other offering
material relating to the notes will not be distributed or made available to the public in or from Luxembourg, except for the notes in
respect of which the requirements of Luxembourg law concerning a public offering of securities in Luxembourg have been fulfilled. A
listing on the Luxembourg Stock Exchange of the notes does not necessarily imply that a public offering of the notes in Luxembourg
has been authorized.

NOTICE TO NEW HAMPSHIRE RESIDENTS

Neither the fact that a registration statement or an application for a license has been filed under chapter 421-b of the New
Hampshire Uniform Securities Act ("RSA 421-B"), with the State of New Hampshire nor the fact that a security is effectively
registered or a person is licensed in the State of New Hampshire constitutes a finding by the Secretary of State that any document filed
under RSA 421-B is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available
for a security or a transaction means that the Secretary of State has passed in any way upon the merits or qualifications of, or
recommended or given approval to, any person, security, or transaction. It is unlawful to make, or cause to be made, to any
prospective purchaser, customer or client any representation inconsistent with the provisions of this paragraph.

NOTICE TO INVESTORS IN THE UNITED KINGDOM

The notes have not been offered or sold and, prior to the expiry of a period of six months from the issue date of such notes, will
not be offered or sold to persons in the United Kingdom except 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 which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995.

iv

NOTICE TO INVESTORS IN THE NETHERLANDS

The notes may only be offered in the Netherlands to persons who trade or invest in securities in the conduct of their profession
or business, which includes banks, securities interme diaries (including dealers and brokers), insurance companies, pension funds,
other institutional investors and treasury departments and finance companies of large enterprises which regularly, or as ancillary
activity, invest in securities.

SPECIAL NOTICE TO INVESTORS IN FRANCE

Neither this offering memorandum nor any other offering material relating to the notes has been submitted to the clearance
procedures of the Commission des opérations de bourse (COB) in France.

The notes have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in the Republic of
France. Neither this offering memorandum nor any other offering material relating to the notes has been or will be (i) released, issued,
distributed or caused to be released, issued or distributed to the public in the Republic of France or (ii) used in connection with any
offer for subscription or sale of the notes to the public in the Republic of France. Such offers, sales and distributions will be made in
the Republic of France only to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint
d'investisseurs), in each case investing for their own account, all as defined in and in accordance with Article L.411-2 of the French
Code monétaire et financier and French Decree no. 98-880 dated October 1, 1998.

Such notes may be resold only in compliance with Articles L. 411-1 Seq, L. 412-1 and L. 621-8 of the Code monétaire et
financier. Where an issue of notes is implemented as an exception to the rules relating to an appel public à l'épargne in France (public
offer rules) by way of an offer to a restricted circle of over one hundred investors, such investors must provide certification as to their
personal relationship of a professional or familial nature with a member of the management of Telecom Italia Capital. Investors in
France and persons who come into possession of offering materials are required to inform themselves about and observe any such
restrictions.

NOTICE TO INVESTORS IN GERMANY

No action has been or will be taken in the Federal Republic of Germany that would permit a public offering of the notes, or
distribution of a prospectus or any other offering material relating to the notes. In particular, no sales prospectus (Verkaufsprospekt)
within the meaning of the German Securities Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz) of December 13, 1990, as
amended, (the "German Sales Prospectus Act") has been or will be published within the Federal Republic of Germany, nor has this
offering memorandum been filed with or approved by the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) for publication within the Federal Republic of Germany. Accordingly, any offer or sale of notes or any
distribution of offering material within the Federal Republic of Germany may violate the provisions of the German Sales Prospectus
Act.

NOTICE TO INVESTORS IN JAPAN

The notes have not been and will not be registered under the Securities and Exchange law of Japan. No person may offer or sell,
directly or indirectly, any securities in Japan or to, for the account of, any resident thereof or to others for reoffering or resale, directly
or indirectly, in Japan or to, or for the account of, any resistent thereof, except (1) pursuant to an exemption from the registration
requirements of the Securities and Exchange law of Japan and (2) in compliance with any other applicable requirements of Japanese
law.

NOTICE TO INVESTORS IN BELGIUM

The notes will not be offered publicly, directly or indirectly, in Belgium at the time of the offering. The offer of notes has not
been notified to, and the offering documents (including this offering memorandum) have not been approved by, the Belgium Banking
and Finance Commission. The notes may only be sold in Belgium to professional investors as defined in article 3 of the Royal Decree
of July 7, 1999 on public nature of financial transactions, acting for their own account, and this offering memorandum may not be
delivered or passed on to any other investors.

NOTICE TO INVESTORS IN SPAIN

The notes may not be offered or sold in Spain except in accordance with the requirements of the Spanish Securities Market law
(Ley 24/1988 de 28 de julio, del Mercado de Valores as amended by Law 37/1998 of November 16) and Royal Decree 291/1992 on
Issues and Public Offering of Securities (Real Decreto 291/1992 de 27 de marzo, sobre emisiones y ofertas públicas de venta de
valores), as amended or restated by Royal Decree 2590/1998 of December 7 ("R.D. 291/92"), and further subsequent legislation.

This offering memorandum is neither verified nor registered in the administrative registries of the Spanish Securities Exchange
Commission (Comisión Nacional del Mercado del Valores), and therefore a public offer for subscription of the notes will not be
carried out in Spain. Notwithstanding that and in accordance with article 7 of R.D. 291/92, a private placement of the notes addressed
exclusively to institutional investors (as defined in Article 7.1 (a) of R.D. 291/92) may be carried out.
v

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 SEC. You may read and
copy any document Telecom Italia files with the SEC at its public reference facilities at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., 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 450 Fifth Street, NW, 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 between Olivetti and Old Telecom Italia 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 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 the depositary under Telecom
Italia's American Depositary Receipt arrangements in the United States at (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 notes described herein pursuant to an indenture as supplemented by a first supplemental indenture. The
indenture, the first supplemental indenture and their associated documents contain the full legal text of the matters described in
"Description of Notes and Guarantees". You may request, orally or in writing a copy of the indenture as supplemented by a first
supplemental indenture, at no cost by contacting Telecom Italia at Corso d'Italia 41, 00198 Rome, Italy, tel: +39 06 3688-1
(Corporate Development and Investor Relations).

Incorporation by reference

We are incorporating by reference information into this offering memorandum, which means that we may disclose important
information to you by referring you to other documents filed or furnished separately with the SEC. This offering memorandum
incorporates by reference the Old Telecom Italia's Annual Report on Form 20-F for the year ended December 31, 2002 (the " Telecom
Italia Annual Report") (File No. 1-3882), which Old Telecom Italia filed with the SEC on June 26, 2003. The Telecom Italia Annual
Report contains important information about Old Telecom Italia and its finances.

The Telecom Italia Annual Report incorporated by reference in this offering memorandum is considered part of this offering
memorandum. The information in this offering memorandum, to the extent applicable, automatically updates and supersedes the
information in the Telecom Italia Annual Report.

1

ENFORCEABILITY OF CIVIL LIABILITIES
UNDER THE UNITED STATES SECURITIES LAWS

Telecom Italia is a joint stock company (Società per Azioni) organized under the laws of the Republic of Italy, and TI Capital is
a company with limited liability (société anonyme) for an unlimited duration, established under the laws of Luxembourg. None of the
members of the Board of Directors of TI Capital and the Board of Directors of Telecom Italia are residents of the United States. All or
a substantial portion of the assets of these non-U.S. residents and of TI Capital and Telecom Italia are located outside the United
States. As a result, it may not be possible for you to effect service of process within the United States upon the non-U.S. resident
directors or upon TI Capital or Telecom Italia or it may be difficult to enforce judgments obtained in U.S. courts based on the civil
liability provisions of the U.S. securities laws against TI Capital or Telecom Italia in Luxembourg or Italy, as applicable. In addition,
awards of punitive damages in actions brought in the United States or elsewhere may not be enforceable in Italy and in Luxembourg.
Enforceability in Italy of final judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of the federal
securities laws of the United States is subject, among other things, to the absence of a conflicting judgment by an Italian court or of an
action pending in Italy among the same parties and arising from the same facts and circumstances, and to the Italian courts'
determination that the U.S. courts had jurisdiction, that process was appropriately served on the defendant, and that enforcement
would not violate Italian public policy. In general, the enforceability in Italy of final judgments of U.S. courts would not require retrial
in Italy, subject to the decision of the competent court of appeal ascertaining the existence of the above mentioned requirements and
subject to challenge by the other party. In original actions brought before Italian courts, there is doubt as to the enforceability of
liabilities based on the U.S. federal securities laws. The United States and Luxembourg do not currently have a treaty providing for
recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. As a result, a civil
judgment by a U.S. court is enforceable in Luxembourg subject to applicable exequatur proceedings.

2

CAUTIONARY STATEMENT RELATING TO FORWARD-LOOKING STATEMENTS

This offering memorandum contains certain forward -looking statements, which reflect Telecom Italia management's current
views with respect to certain future events and financial performance. Actual results may differ materially from those projected or
implied in the forward-looking statements. Further, certain forward-looking statements are based upon assumptions of future events
which may not prove to be accurate. The following important factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such uncertainties and risks, you are cautioned not to place undue
reliance on such forward -looking statements, which speak only as of the date hereof:

·
the continuing impact of increased competition in a liberalized market, including competition from global and regional
alliances formed by other telecommunications operators in the core domestic fixed-line and wireless markets of Telecom
Italia;

·
the ability of Telecom Italia to introduce new services to stimulate increased usage of its fixed and wireless networks to
offset declines in its fixed-line business due to the continuing impact of regulatory required price reductions, market share
loss and pricing pressure generally;

·
the ability of Telecom Italia to achieve cost-reduction targets in the time frame established or to continue the process of
rationalizing its non-core assets;

·
the impact of regulatory decisions and changes in the regulatory environment;

·
the impact and consequences of the merger of Olivetti and Old Telecom Italia;

·
the impact of the slowdown in Latin American economies and the slow recovery of economies generally on the
international business of Telecom Italia focused on Latin America and on its foreign investments and capital expenditures;

·
the continuing impact of rapid changes in technologies;

·
the impact of political and economic developments in Italy and other countries in which Telecom Italia operates;

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

·
Telecom Italia's ability to continue the implementation of its 2002-2004 Industrial Plan and to reach its targets for the
period 2003-2005, including the rationalization of its corporate structure and the disposition of Telecom Italia Group's
interests in various companies;

·
the ability of Telecom Italia to successfully achieve its debt reduction targets;

·
Telecom Italia's ability to successfully roll out its UMTS networks and services and to realize the benefits of its investment
in UMTS licenses and related capital expenditures;

·
Telecom Italia's ability to successfully implement its internet strategy;

·
the ability of Telecom Italia to achieve the expected return on the significant investments and capital expenditures it has
made in Latin America;

·
the amount and timing of any future impairment charges for Telecom Italia's licenses, goodwill or other assets; and

·
the impact of litigation or decreased mobile communications usage arising from actual or perceived health risks or other
problems relating to mobile handsets or transmission masts.

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. Accordingly, there can be no
assurance that Telecom Italia will achieve its projected results.

3

PRESENTATION OF CERTAIN FINANCIAL
AND OTHER INFORMATION

Unless otherwise indicated, the financial information contained in this offering memorandum and incorporated by reference
herein is prepared using Italian GAAP. Note 26 of the Notes to the audited consolidated financial statements of Olivetti included in
this offering memorandum and Note 26 of the Notes to the audited consolidated financial statements of Old Telecom Italia in the
Telecom Italia Annual Report incorporated by reference herein describe the material differences between Italian GAAP and U.S.
GAAP as they relate to Olivetti and Telecom Italia, respectively. No U.S. GAAP financial statements have been prepared for New
Telecom Italia.

The currency used by each of Olivetti and Old Telecom Italia in preparing its consolidated financial statements is the euro.
References to "euro," "euros" and "," are to euros and references to "U.S. dollars," "dollars," "US$" or "$" are to U.S. dollars. For
the purpose of this offering memorandum, "billion" means a thousand million. On October 17, 2003, the Noon Buying Rate (as
defined below) was euro 1 = US$1.1630. The noon buying rate is determined based on cable transfers in foreign currencies as
announced by the Federal Reserve Bank of New York for customs purposes (the "Noon Buying Rate").

4