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Telecom Italia Capital 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.
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