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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 6/30/03  Telecom Italia Media Spa          20-F       12/31/02    4:243                                    Bowne of Europe/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report of a Foreign Private Issuer           HTML  1,715K 
 2: EX-3.(II)   Articles of Incorporation/Organization or By-Laws   HTML     61K 
 3: EX-10       Material Contract                                   HTML      9K 
 4: EX-12       Statement re: Computation of Ratios                 HTML     11K 

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As filed with the Securities and Exchange Commission on June 30, 2003

SECURITIES AND EXCHANGE COMMISSION

FORM 20-F

OR

For the fiscal year ended: December 31, 2002

OR

Commission file number: 333-12334

Italy

Securities registered or to be registered pursuant to Section 12(g) of the Act:
None

     The number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark which financial statement item the Registrant has elected to follow.

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i

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ii

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PRESENTATION ON INFORMATION

          SEAT Pagine Gialle S.p.A. (“SEAT” or the “Company”) publishes consolidated financial statements which are included elsewhere in this annual report (the “Consolidated Financial Statements”) for the Company and its consolidated subsidiaries (collectively, the “SEAT Group” or the “Group”) in euro, the lawful currency of Italy and 11 other member states of the European Union (“EU”).

          In this annual report, references to “U.S. dollars”, “dollars” or “$” are to United States dollars; references to “euro”, “euros”, “Euro” or “€” are to euro; and references to “lire” or “Lit.” are to Italian lire, the former Italian non-decimal denomination of the euro. On January 1, 1999, the Italian lira became a member currency of the euro at a fixed conversion rate of €1 = Lit. 1,936.27. For purposes of this annual report, “billion” means a thousand million.

          This annual report contains translations of certain euro amounts into U.S. dollars at specified rates. Unless otherwise specified, the translations of euro into U.S. dollars have been made using the noon buying rate in the city of New York for cable transfers in foreign currencies as announced by the Federal Reserve Bank of New York for customs purposes (the “Noon Buying Rate”) for the euro in effect on December 31, 2002, which was €1.0485 = $1.00. That rate may differ from the actual rates during the year used in the preparation of SEAT’s Consolidated Financial Statements, and dollar amounts in this annual report may differ from the actual dollar amounts that were translated into euro in the preparation of the Consolidated Financial Statements.

          The Consolidated Financial Statements included in this annual report have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

FORWARD-LOOKING STATEMENTS

          Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the United States Private Securities Litigation Reform Act of 1995. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This annual report contains certain forward-looking statements, including, but not limited to, the discussion of the changing dynamics of the marketplace, including liberalization of the telecommunications and Internet industry, the opening to competition of directory services, the Company’s outlook for growth in the Internet, directory and directories assistance industries both within and outside of Italy, including sources of increasing revenues to offset the impact of increasing competition. Such statements include, but are not limited to, statements under the following headings: (i) “Item 3. Key Information—Risk Factors”, (ii) “Item 4. Information on the Company—Business Overview—Recent Developments”, (iii) “Item 4. Information on the Company—Regulation”, (iv) “Item 5. Operating and Financial Review and Prospects”, (v) “Item 8. Financial Information—Legal Proceedings” and (vi) “Item 11. Quantitative and Qualitative Disclosures About Market Risk”, including statements regarding the likely effect of matters discussed therein. Actual results may differ materially from those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties, which are outside the Company’s control, that could significantly affect expected results and are based on certain key assumptions.

          The following important factors could cause the Group’s actual results to differ materially from those projected or implied in any forward-looking statements:

	•		the impact of the proposed Spin-off of the Directories business and almost all of the Directory Assistance and Business Information segments into a separate company to be known as SEAT Pagine Gialle S.p.A. (“New SEAT”) on the financial condition and prospects of New SEAT and the separate company consisting of the remaining business segments, to be known as Telecom Italia Media S.p.A. (“Telecom Italia Media”);
	•		the impact of any disposition by Telecom Italia S.p.A. (“Telecom Italia”) of its majority stake in New SEAT on the financial condition and prospects of New SEAT;

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	•		the impact of political and economic developments in Italy and other countries in which the Group operates;
	•		the impact of fluctuations in currency exchange and interest rates;
	•		New SEAT’s ability to implement successfully its business strategy;
	•		Telecom Italia Media’s ability to generate sufficient cash flow and otherwise obtain sufficient financing to support its activities;
	•		Telecom Italia Media’s ability to continue the process of rationalizing its non-core assets and to dispose its non-core business;
	•		Telecom Italia Media’s ability to benefit from an increased collaboration of its Internet business with Telecom Italia;
	•		the continuing impact of increased competition, including the entry of new competitors; and
	•		the impact of regulatory decisions and changes in the regulatory environment in Italy and elsewhere in Europe.

          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. SEAT undertakes 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. See the related cautionary statement under “Item 5. Operating and Financial Review and Prospects”.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

          Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

          Not applicable.

ITEM 3. KEY INFORMATION

Selected Consolidated Financial Information

          Effective October 1, 2000, SEAT acquired Tin.it S.p.A. (“Tin.it”), a wholly owned subsidiary of Telecom Italia S.p.A. (“Telecom Italia”), in a two-step transaction through the exchange of newly-issued SEAT ordinary shares for 100% of the outstanding shares of Tin.it. Upon consummation of the transaction, the company continued to operate under the name “SEAT Pagine Gialle S.p.A”. After the acquisition, which is described in more detail below, Telecom Italia owned a majority interest in SEAT. Accordingly, under U.S. GAAP, the transaction has been accounted for as a reverse acquisition in which SEAT is considered the acquiree, even though under Italian law it was the acquiror. As a result, the selected financial data set forth below presents historical financial data of Tin.it from January 1, 1998 to October 1, 2000, the effective date of the acquisition, and the consolidated financial data of SEAT and Tin.it since that date.

          The selected financial data set forth in the table below should be read in conjunction with SEAT’s audited consolidated financial statements as of December 31, 2001 and 2002 and for the years ended December 31, 2000, 2001 and 2002 including the notes thereto included in this Annual Report and the information included under the headings “Item 5. Operating and Financial Review and Prospects—Background—Results of Operations”.

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          The selected statement of operations data for 1998, 1999, 2000, 2001 and 2002, and the selected balance sheet data as of December 31, 2000, 2001 and 2002 set forth below, have been derived from the Company’s audited consolidated financial statements prepared under U.S. GAAP included in this Annual Report. The historical balance sheet data set forth below as of December 31, 1998 and 1999 have been derived from SEAT’s unaudited financial statements and have been prepared in a manner consistent with SEAT’s audited consolidated financial statements as of, and for the year ended, December 31, 2000.

          In this annual report, all of the amounts are expressed in thousands of euro unless otherwise indicated.

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Exchange Rates

          Effective January 1, 1999, the following 11 EU member states adopted the euro as a common currency: Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain. They also established fixed conversion rates between their respective sovereign currencies and the euro. On January 1, 2001, Greece (together, with the 11 EU member states referred to in the previous sentence, the “Member States”) joined the European Economic and Monetary Union. The exchange rate at which the lira was irrevocably fixed against the euro is Lit.1,936.27 = €1.00. On January 1, 2002, the Member States began issuing new euro-denominated bills and coins for use in cash transactions. As of March 1, 2002, the Member States withdrew the bills and coins denominated in their respective currencies from circulation, and they are no longer legal tender for any transactions.

          The Federal Reserve Bank of New York no longer quotes a Noon Buying Rate for the legacy currencies of any of the Member States.

          At the extraordinary shareholders’ meeting held on December 11, 2001, SEAT’s share capital was converted from lire into euros by rounding up the par value of the ordinary and savings shares, from Lit. 50 to €0.03 using approximately €48 million from available reserves.

          The following table sets forth, for the year 1998, certain information regarding the Noon Buying Rate for dollars expressed in lire per U.S.$1.

          The following table sets forth, for the years 2000 to 2002 and for the beginning of 2003 certain information regarding the Noon Buying Rate for Dollars expressed in euros per U.S.$1.

Risk Factors

Risks relating to the consequences of the proposed Spin-off

Telecom Italia Media has incurred net losses to date and may not become profitable for the next two years.

          The business of Telecom Italia Media is the result of rapid growth through acquisition in the years 2000 and 2001, followed by a year of contraction in 2002. The business has incurred losses for the last two years and has a significant restructuring plan. (See Item 4.a “Information on the Company—Recent Developments”). Although Telecom Italia Media is expecting a significant improvement of its operating result as a consequence, among other

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factors, of the planned greater degree of the collaboration of its Internet business with the Internet and media segment of Telecom Italia, it is unlikely that Telecom Italia Media will return to profitability in the near future and this may have a material adverse effect on Telecom Italia Media’s financial conditions and prospects.

Telecom Italia Media to date has been unable to generate sufficient cash flow from operations to fund its activities. In 2003 Telecom Italia Media expects that its cash flow from operations are only sufficient to funds its capital expenditure and working capital requirements because it benefits from the cash flow from operations of SEAT for the year 2003 until the effectiveness of the Spin-off. In case of an extraordinary event Telecom Italia Media will be dependent on Telecom Italia’s centralized treasury function to fund its activities.

          On a stand alone basis, Telecom Italia Media’s cash flow used in operations for the year ended December 31, 2002 would have been approximately a negative €31 million. In 2002 funding needs of Telecom Italia Media were met by the central treasury function of Telecom Italia and the cash flow generated by New SEAT. Telecom Italia Media is expecting to have, after the carve out of New Seat, enough cash on hand to fund its ordinary business operations and that it will not need any additional funding prior to 2005. However the cash available would be insufficient in case of an extraordinary event such as a significant adverse ruling in the De Agostini litigation was to occur. Please see “Item 8. Financial Information — Consolidated Statements and Other Financial Information — Legal Proceedings”. In any case Telecom Italia Media expects that it will continue to be financially supported by Telecom Italia through the centralized treasury function based on Telecom Italia’s policy to support its group companies. However, if such support were not provided, Telecom Italia Media would have insufficient cash flow to fund its activities unless it could obtain financing from a third party on acceptable terms.

Telecom Italia has signed a Share Purchase Agreement to sell the shares they own in New SEAT, which will lead to a change in control of New SEAT once the conditions in the Share Purchase Agreement are satisfied.

          On June 10, 2003 Telecom Italia entered into a Share Purchase Agreement with a consortium of investors formed by BC Partners, CVC Capital Partners, Investitori Associati and Permira (the “Investors”) for the sale of approximately 61.5% of the share capital of New SEAT (including shares resulting from the exercise by Telecom Italia for a notional amount of 710,777,200 shares - corresponding to about 6.2% of the share - resulting from put/call options with JP Morgan). The completion of the sale will be subject to the Spin-off becoming effective, the admission to listing of New SEAT that is expected to occur by the beginning of August 2003 and the approval of the relevant anti-trust authorities. This will lead to a change of control. A change of control as defined in the Italian Takeover Act would require the Investors to make a compulsory offer to the remaining ordinary shareholders of New SEAT at a price equal to the price agreed to the Investors for the purchase of the ordinary shares the Investors acquired. In the event the stake acquired by the Investors were to pass the threshold of 90% of the ordinary share capital they would be required to make a public offer to buy all the shares with voting rights at the price set by CONSOB unless within four months the Investors restore a free float sufficient to ensure regular trading. Under Italian law a majority shareholder who holds more than 98% may squeeze out the remaining shareholders at a purchase price set by an expert appointed by the president of the commercial court of having jurisdiction over the company which in case of New SEAT will be Milan, taking into consideration the offer price and the market price in the last six months. Any of the compulsory offers could lead to reduced liquidity of SEAT’s shares in the public markets and could eventually lead to their delisting from the automated screen-based trading system (Mercato Telematico Azionario) of Borsa Italiana S.p.A. (“Telematico”).

Subsequent to the proposed Spin-off, SEAT shares will be split into the shares of two different companies neither of whose shares will have had a trading history. There has been no prior market for New SEAT shares. Although the Telecom Italia Media shares have been listed on the Telematico as SEAT shares, after the Spin-off they will represent shares in a company considerably smaller than SEAT. These facts may have a material adverse effect on the liquidity and share price of each of the new companies compared to SEAT shares.

          Subsequent to the Spin-off, SEAT shares will be split into the shares of two different companies. Prior to the Spin-off, there has been no market for New SEAT shares on a stand alone basis. The absence of any such trading history may have a material adverse effect on the share price and liquidity of New SEAT shares compared to SEAT shares.

          Although the Telecom Italia Media shares have been listed on the Telematico as SEAT shares, after the Spin-off they will represent shares in a company considerably smaller than SEAT and its market capitalization is consequently expected to decrease. Moreover, subsequent to the Spin-off Telecom Italia Media will become a more

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specialized company with a significantly narrower business. Therefore current SEAT investors may decide to sell the Shares after the Spin-off if they consider Telecom Italia Media no longer appropriate for their investment portfolios. All these facts may have a material adverse effect on the liquidity and share price of Telecom Italia Media shares compared to compared to SEAT shares.

Risks relating to the business of Telecom Italia Media

Telecom Italia Media’s business will be adversely affected if it is unable to successfully implement SEAT’s strategic plan. Factors beyond Telecom Italia Media’s control may prevent Telecom Italia Media from successfully implementing its strategic plan.

          On April 1, 2003 the Board of Directors of SEAT decided to Spin-off the Directories business and almost all of Directory Assistance and Business Information activities as a result of the reorganization of its business. SEAT currently operates in two broad market sectors.

          The first sector is that of targeted advertising and telephone services, in which SEAT operates through its Directories, Directory Assistance and Business Information segments, providing answers to queries via printed, online and telephone products and services.

          The second sector is that of traditional advertising and the Internet, in which SEAT operates through its Internet, TV and other business segments, primarily providing access and content services. Both sectors present interesting development prospects (including broadband access and digital TV).

          Following the Spin-off and the restructuring of Telecom Italia Media, Telecom Italia Media’s business plan envisages a greater degree of collaboration with the Media and Internet business segment of its parent company, Telecom Italia.

          Factors beyond Telecom Italia Media’s control that could affect the implementation and completion of the strategic plan include:

	•		Telecom Italia Media’s ability to generate sufficient cash flow or otherwise obtain financing to support its business activities;
	•		Telecom Italia Media’s ability to manage costs;
	•		Telecom Italia Media’s ability to attract and retain highly-skilled and qualified personnel;
	•		Telecom Italia Media’s ability to divest non-core businesses and the adequacy of the returns of such divestitures;
	•		the need to establish and maintain strategic relationships;
	•		declining prices for some of Telecom Italia Media’s services and the risks from decreasing margins caused by the demand for higher value products at the same prices; and
	•		the effect of adverse economic trends on Telecom Italia Media’s principal markets.

Material litigation involving Telecom Italia Media’s Internet Services business could have a material adverse effect on Telecom Italia Media’s operating results and financial condition.

          SEAT is currently involved in litigation relating to the sale of Finanziaria WEB to SEAT by De Agostini. De Agostini claims enforcement of a clause providing for the purchase by SEAT of the remaining 40% of Finanziaria WEB for an originally agreed purchase price of €700 million, with payment beginning June 30, 2003, plus unspecified damages. SEAT believes that it has a meritorious defense to the De Agostini’s claims. Nevertheless, it is very difficult to predict the outcome of the arbitration proceeding. Should the arbitration panel rule against SEAT on the merits, SEAT’s operating results and financial condition could be adversely affected. Please see “Item 8. Financial Information — Consolidated Statements and Other Financial Information — Legal Proceedings”.

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Litigation involving SEAT’s Television business could have a material adverse effect on Telecom Italia Media’s operating results and financial condition.

          SEAT is currently involved in litigation relating to the acquisition of the TeleMonteCarlo television network. The seller of the network, Cecchi Gori group, filed suits relating to certain corporate actions and commenced an arbitration proceeding against SEAT claiming rescission, invalidity or termination of the purchase and sale agreement of the TeleMonteCarlo television network and also claiming damages. SEAT is defending the legitimacy of the acquisition and believes the Cecchi Gori group’s claims are meritless. Nevertheless it is very difficult to predict the outcome of the proceedings. Should the court or the arbitration panel rule against SEAT on the merits, SEAT’s operating results and financial condition could be adversely affected.

Telecom Italia Media’s strategy is dependent on the continued development of the Internet market in Italy.

          In 2002, the Internet businesses of SEAT incurred net losses. The Internet market in Italy is still in an early stage of development and, if Internet usage in Italy grows more slowly than anticipated, the Internet businesses of SEAT may not achieve net profits. The following is a list of factors that could inhibit Internet growth in Italy:

	•		As in many European countries, the Internet is not yet a widely accepted medium for advertising in Italy: in 2002 total online advertising spending in Italy represented 1.5% of the total advertising market, in line with the average European rate (1.5%), and the rates in the UK (1.6%), France (1.6%) and Germany (1.3%) (source: Jupiter 2002).
	•		the Internet is not generally used to make purchases in Italy because of, among other things, the lack of on-line payment methods and low levels of credit card use.

          Should the Internet market in Italy continue to experience a slow growth rate Telecom Italia Media’s operating results and financial condition could be adversely affected.

Write downs of Telecom Italia Media’s investments could adversely affect Telecom Italia Media’s financial condition and results of ope