Bond ATT 2.625% ( US00206RBN17 ) in USD

ATT

100 % ▼

United States

US00206RBN17 ( in USD )

2.625% per year ( payment 2 times a year)

30/11/2022 - Bond has expired

Prospectus brochure of the bond AT&T US00206RBN17 in USD 2.625%, expired

2 000 USD

1 500 000 000 USD

00206RBN1

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

AT&T is a multinational telecommunications conglomerate offering telecommunications, media, and technology services worldwide.

The Bond issued by ATT ( United States ) , in USD, with the ISIN code US00206RBN17, pays a coupon of 2.625% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/11/2022

The Bond issued by ATT ( United States ) , in USD, with the ISIN code US00206RBN17, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by ATT ( United States ) , in USD, with the ISIN code US00206RBN17, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed pursuant to Rule 424 (B)(5)
SEC File No. 333-165543
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Maximum
Amount of
Title of Each Class of
Amount to be
Offering Price
Aggregate
Registration Fee
Securities to be Registered

Registered

per Unit

Offering Price

(1) (2)
0.800% Global Notes due 2015
$1,000,000,000
99.968%
$3,998,435,000
$545,386.53
1.400% Global Notes due 2017
$1,500,000,000
99.995%

2.625% Global Notes due 2022
$1,500,000,000
99.922%

(1) Pursuant to Rule 457(r), the total registration fee for this offering is $545,386.53.
(2) A filing fee of $545,386.53 is being paid in connection with this offering.
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Prospectus Supplement
December 6, 2012
(To Prospectus dated March 18, 2010)
U.S.$4,000,000,000

U.S.$1,000,000,000 0.800% Global Notes due 2015
U.S.$1,500,000,000 1.400% Global Notes due 2017
U.S.$1,500,000,000 2.625% Global Notes due 2022

We will pay interest on the 0.800% global notes due 2015 (the "2015 Notes"), the 1.400% global notes due 2017 (the "2017
Notes") and the 2.625% global notes due 2022 (the "2022 Notes" and, collectively with the 2015 Notes and the 2017 Notes, the
"Notes") on June 1 and December 1 of each year. The first such payment will be made on June 1, 2013.
We may redeem some or all of the Notes at any time and from time to time at the prices indicated under the heading "Description
of the Notes -- Optional Redemption of the Notes" beginning on page S-5 of this prospectus supplement. The Notes will be issued in
minimum denominations of $2,000 and integral multiples of $1,000.
See "Risk Factors" beginning on page 53 of our Annual Report to Stockholders, portions of which are filed as Exhibit 13 to
our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and "Risk Factors" beginning on page 35 of our
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, which are incorporated by reference herein,
to read about factors you should consider before investing in the Notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Per 2015
Per 2017
Per 2022

Note

Total

Note

Total

Note

Total

Initial public offering price
99.968% $999,680,000 99.995% $1,499,925,000 99.922% $1,498,830,000
Underwriting discounts
0.200%
$
2,000,000 0.300% $
4,500,000 0.400% $
6,000,000
Proceeds, before expenses, to AT&T
99.768% $997,680,000 99.695% $1,495,425,000 99.522% $1,492,830,000

The initial public offering prices set forth above do not include accrued interest, if any. Interest on the Notes will accrue from
December 11, 2012.
The underwriters expect to deliver the Notes through the facilities of The Depository Trust Company for the accounts of its
participants, including, Clearstream Banking, Société Anonyme and Euroclear Bank S.A./N.V., against payment in New York, New
York on December 11, 2012.

Joint Book-Running Managers

BofA Merrill Lynch

Goldman, Sachs & Co.

Senior Co-Managers

Mizuho Securities

US Bancorp

Co-Managers

Drexel Hamilton

Mischler Financial Group, Inc.

MFR Securities, Inc.
Ramirez & Co., Inc.

Siebert Capital Markets

The Williams Capital Group, L.P.
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We have not, and the underwriters have not, authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, we take no responsibility for, nor can we provide any
assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not,
making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the
information appearing in this prospectus supplement and the accompanying prospectus, as well as information we previously
filed with the Securities and Exchange Commission and incorporated by reference, is accurate as of their respective dates.
Our business, financial condition, results of operations and prospects may have changed since those dates.
To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the
information contained in the accompanying prospectus, on the other hand, the information contained in this prospectus supplement
shall control. If any statement in this prospectus supplement conflicts with any statement in a document which we have incorporated
by reference, then you should consider only the statement in the more recent document.
In this prospectus supplement, "we," "our," "us" and "AT&T" refer to AT&T Inc. and its consolidated subsidiaries.

TABLE OF CONTENTS
Prospectus Supplement

Page
Summary of the Offering
S-1

Use of Proceeds
S-2

Capitalization
S-3

Description of the Notes
S-4

United States Tax Considerations
S-12
Underwriting
S-17
Validity of Securities
S-20
Prospectus

Description of AT&T Inc.
1

Use of Proceeds
1

Summary Description of the Securities We May Issue
1

Description of Debt Securities We May Offer
1

Description of Preferred Stock We May Offer
13
Description of Depositary Shares We May Offer
14
Description of Common Stock We May Offer
17
Plan of Distribution
20
Validity of Securities
21
Experts
21
Documents Incorporated by Reference
21
Where You Can Find More Information
22
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SUMMARY OF THE OFFERING

Issuer
AT&T Inc.
Securities Offered
U.S.$1,000,000,000 aggregate principal amount of 0.800% global notes due
2015, U.S.$1,500,000,000 aggregate principal amount of 1.400% global notes
due 2017 and U.S.$1,500,000,000 aggregate principal amount of 2.625% global
notes due 2022.
Maturity Dates
December 1, 2015, at par, for the 2015 Notes.

December 1, 2017, at par, for the 2017 Notes.

December 1, 2022, at par, for the 2022 Notes.
Interest Rates
The 2015 Notes will bear interest from December 11, 2012 at the rate of
0.800% per annum, the 2017 Notes will bear interest from December 11, 2012
at the rate of 1.400% per annum and the 2022 Notes will bear interest from
December 11, 2012 at the rate of 2.625% per annum, in each case payable
semi-annually in arrears in two equal payments.
Interest Payment Dates
June 1 and December 1 of each year, commencing on June 1, 2013.
Optional Redemption
The Notes are redeemable at any time in whole or from time to time in part at a
redemption price equal to their principal amount plus a "make-whole premium,"
if any, and accrued and unpaid interest to the redemption date. See "Description
of the Notes -- Optional Redemption of the Notes."
Markets
The Notes are offered for sale in those jurisdictions in the United States, Europe
and Asia where it is legal to make such offers. See "Underwriting."
No Listing
The Notes are not being listed on any organized exchange or market.
Form and Settlement
The Notes will be issued in the form of one or more fully registered global notes
which will be deposited with, or on behalf of, The Depository
Trust Company -- known as DTC -- as the depositary, and registered in the
name of Cede & Co., DTC's nominee. Beneficial interests in the global notes
will be represented through book-entry accounts of financial institutions acting
on behalf of beneficial owners as direct and indirect participants in DTC.
Investors may elect to hold interests in the global notes through either DTC (in
the United States), Clearstream Banking, Société Anonyme or Euroclear Bank
S.A./N.V., as operator of the Euroclear System (outside of the United States), if
they are participants in these systems, or indirectly through organizations which
are participants in these systems. Cross-market transfers between persons
holding directly or indirectly through DTC participants, on the one hand, and
directly or indirectly through Clearstream or Euroclear participants, on the other
hand, will be effected in accordance with DTC rules on behalf of the relevant
international clearing system by its U.S. depositary.
Governing Law
The Notes will be governed by the laws of the State of New York.

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USE OF PROCEEDS
The net proceeds to AT&T from the Notes offering will be approximately $3,985,035,000, after deducting underwriting
discounts and our estimated offering expenses. These proceeds will be used for general corporate purposes.

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CAPITALIZATION
The following table sets forth the capitalization of AT&T as of September 30, 2012 and as adjusted solely to reflect (a) the
issuance of $4,000,000,000 of the Notes, net of the underwriting discounts and our estimated offering expenses, and the application of
the net proceeds as described under "Use of Proceeds" above assuming that all of the net proceeds from the sale of the Notes would
be used for general corporate purposes, and (b) the issuance in December 2012 of 1,000,000,000 (approximately $1,290 million
based on the November 28, 2012 exchange rate) of 1.875% Global Notes due 2020, net of the underwriting discounts and our
estimated offering expenses (net of reimbursements from the underwriters), and the application of the net proceeds assuming that all
of the net proceeds from the sale of such Notes would be used for general corporate purposes. AT&T's total capital consists of debt
(long-term debt and debt maturing within one year) and shareowners' equity.

As of September 30, 2012

Actual

As Adjusted

(Unaudited)
(Unaudited)

(In millions)

Long-term debt (1)

$ 60,314
$ 65,604
Debt maturing within one year (2)

3,433

3,433

Shareowners' equity:

Common shares ($1 par value, 14,000,000,000 authorized: issued 6,495,231,088)

6,495

6,495

Capital in excess of par value

90,982

90,982

Retained earnings

28,907

28,907

Treasury shares (788,169,469, at cost)

(28,533)
(28,533)
Other adjustments

3,423

3,423

Shareowners' equity

$101,274
$ 101,274

Total Capitalization

$165,021
$ 170,311

(1) As Adjusted column reflects the issuance of the Notes offered hereby and the issuance by AT&T of 1,000,000,000
(approximately $1,290 million based on the November 28, 2012 exchange rate) of 1.875% Global Notes due 2020, which were
issued subsequent to September 30, 2012.
(2) Debt maturing within one year consists principally of the current portion of long-term debt and commercial paper and other
short-term borrowings.

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DESCRIPTION OF THE NOTES
The following description of the general terms of the Notes should be read in conjunction with the statements under "Description
of Debt Securities We May Offer" in the accompanying prospectus. If this summary differs in any way from the "Summary Description
of the Securities We May Issue" in the accompanying prospectus, you should rely on this summary.
General
The Notes will be issued under our indenture with The Bank of New York Mellon, acting as trustee, as described under
"Description of Debt Securities We May Offer" in the accompanying prospectus. The Notes will be our unsecured and
unsubordinated obligations and will rank pari passu with all other indebtedness issued under our indenture. The Notes will constitute
three separate series under the indenture. We will issue the Notes in fully registered form only and in minimum denominations of
$2,000 and integral multiples of $1,000 thereafter.
We may issue definitive notes in the limited circumstances set forth in "-- Form and Title" below. If we issue definitive notes,
principal of and interest on our notes will be payable in the manner described below, the transfer of our notes will be registrable, and
our notes will be exchangeable for notes bearing identical terms and provisions, at the office of The Bank of New York Mellon, the
paying agent and registrar for our notes, currently located at 101 Barclay Street, New York, New York 10286. However, payment of
interest, other than interest at maturity, or upon redemption, may be made by check mailed to the address of the person entitled to the
interest as it appears on the security register at the close of business on the regular record date corresponding to the relevant interest
payment date. Notwithstanding this, (1) the depositary, as holder of our notes, or (2) a holder of more than $5 million in aggregate
principal amount of notes in definitive form can require the paying agent to make payments of interest, other than interest due at
maturity, or upon redemption, by wire transfer of immediately available funds into an account maintained by the holder in the United
States, by sending appropriate wire transfer instructions as long as the paying agent receives the instructions not less than ten days
prior to the applicable interest payment date. The principal and interest payable in U.S. dollars on a note at maturity, or upon
redemption, will be paid by wire transfer of immediately available funds against presentation of a note at the office of the paying
agent.
For purposes of the Notes, a business day means a business day in The City of New York and London.
The 2015 Notes offered by this prospectus supplement will bear interest at the rate of 0.800% per annum. We will pay interest
on our 2015 Notes in arrears on each June 1 and December 1, commencing on June 1, 2013, to the persons in whose names our 2015
Notes are registered at the close of business on the May 15 and November 15 preceding the respective interest payment date. The
2015 Notes will mature on December 1, 2015.
The 2017 Notes offered by this prospectus supplement will bear interest at the rate of 1.400% per annum. We will pay interest
on our 2017 Notes in arrears on each June 1 and December 1, commencing on June 1, 2013, to the persons in whose names our 2017
Notes are registered at the close of business on the May 15 and November 15 preceding the respective interest payment date. The
2017 Notes will mature on December 1, 2017.
The 2022 Notes offered by this prospectus supplement will bear interest at the rate of 2.625% per annum. We will pay interest
on our 2022 Notes in arrears on each June 1 and December 1, commencing on June 1, 2013, to the persons in whose names our 2022
Notes are registered at the close of business on the May 15 and November 15 preceding the respective interest payment date. The
2022 Notes will mature on December 1, 2022.
Optional Redemption of the Notes
The Notes of each series will be redeemable, as a whole or in part, at our option, at any time (or in the case of the 2022 Notes,
at any time prior to September 1, 2022) and from time to time, on at least 30 days', but not

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more than 60 days', prior notice mailed to the registered address of each holder of the Notes of that series. The redemption price will
be equal to the greater of (1) 100% of the principal amount of the Notes of that series to be redeemed or (2) the sum of the present
values of the Remaining Scheduled Payments (as defined below) discounted to the redemption date, on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate (as defined below) for that series
and 10 basis points for the 2015 Notes, 15 basis points for the 2017 Notes and 15 basis points for the 2022 Notes. In the case of each
of clauses (1) and (2), accrued interest will be payable to the redemption date. At any time on or after September 1, 2022, we have
the option to redeem the 2022 Notes, as a whole or in part, on at least 30 days', but not more than 60 days', prior notice mailed to the
registered address of each holder of the 2022 Notes at a redemption price equal to 100% of the principal amount of the 2022 Notes to
be redeemed. Accrued interest will be payable to the redemption date.
"Treasury Rate" means, with respect to any redemption date for a series of Notes, the rate per annum equal to the semiannual
equivalent yield to maturity or interpolation (on a day count basis) of the interpolated Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment
Banker as having an actual or interpolated (on a day count basis) maturity comparable to the remaining term of the Notes of that series
to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of a comparable maturity to the remaining term of such Notes.
"Independent Investment Banker" means one of the Reference Treasury Dealers, appointed by the Trustee upon direction by
AT&T.
"Comparable Treasury Price" means, with respect to any redemption date for a series of Notes, (1) the average of the
Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest of such Reference Treasury
Dealer Quotations, or (2) if the trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such
quotations.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date for a
series of Notes, the average, as determined by the trustee after consultation with AT&T, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such
Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
and their respective affiliates and, at the option of AT&T, one other nationally recognized investment banking firm that is a primary
U.S. Government Securities dealer in the United States (a "Primary Treasury Dealer").
"Remaining Scheduled Payments" means, with respect to each Note of a series to be redeemed, the remaining scheduled
payments of principal of and interest on such Notes that would be due after the related redemption date but for the redemption. If that
redemption date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest
payment on the Notes will be reduced by the amount of interest accrued on the Notes to the redemption date.
On and after the redemption date, interest will cease to accrue on the Notes or any portion of the Notes called for redemption,
unless we default in the payment of the redemption price and accrued interest. On or before the redemption date, we will deposit with
a paying agent or the trustee money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on that
date.
In the case of any partial redemption, selection of the Notes of a series to be redeemed will be made in accordance with
applicable procedures of DTC.

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Form and Title
The Notes of each series will be issued in the form of one or more fully registered global notes which will be deposited with, or
on behalf of, The Depository Trust Company, known as DTC, as the depositary, and registered in the name of Cede & Co., DTC's
nominee. Beneficial interests in the global notes will be represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants in DTC. Investors may elect to hold interests in the global notes through
either DTC (in the United States), Clearstream Banking, Société Anonyme, which we refer to as "Clearstream Luxembourg," or
Euroclear Bank S.A./N.V., as operator of the Euroclear System (outside of the United States), if they are participants in these systems,
or indirectly through organizations which are participants in these systems. Clearstream Luxembourg and Euroclear will hold interests
on behalf of their participants through customers' securities accounts in Clearstream Luxembourg's and Euroclear's names on the
books of their respective depositaries, which in turn will hold these interests in customers' securities accounts in the names of their
respective U.S. depositaries on the books of DTC. Citibank, N.A. will act as the U.S. depositary for Clearstream Luxembourg, and
JPMorgan Chase Bank, N.A. will act as the U.S. depositary for Euroclear. Except under circumstances described below, the Notes
will not be issuable in definitive form. The laws of some states require that certain purchasers of securities take physical delivery of
their securities in definitive form. These limits and laws may impair the ability to transfer beneficial interests in the global notes.
So long as the depositary or its nominee is the registered owner of the global notes, the depositary or its nominee will be
considered the sole owner or holder of the Notes represented by the global notes for all purposes under the indenture. Except as
provided below, owners of beneficial interests in the global notes will not be entitled to have the Notes represented by the global
notes registered in their names, will not receive or be entitled to receive physical delivery of the Notes in definitive form and will not
be considered the owners or holders thereof under the indenture.
Principal and interest payments on the Notes registered in the name of the depositary or its nominee will be made to the
depositary or its nominee, as the case may be, as the registered owner of the global notes. None of us, the trustee, any paying agent or
registrar for the Notes will have any responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial interests in the global notes or for maintaining, supervising or reviewing any records relating to these beneficial
interests.
We expect that the depositary for the Notes or its nominee, upon receipt of any payment of principal or interest, will credit the
participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the
global notes as shown on the records of the depositary or its nominee. We also expect that payments by participants to owners of
beneficial interest in the global notes held through these participants will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will
be the responsibility of these participants.
If the depositary is at any time unwilling or unable to continue as depositary for the global notes of a series and a successor
depositary is not appointed by us within 90 days, we will issue the Notes of that series in definitive form in exchange for the global
notes of that series. We will also issue the Notes in definitive form in exchange for the global notes of that series if an event of default
has occurred with regard to the Notes of that series represented by the global notes and has not been cured or waived. In addition, we
may at any time and in our sole discretion determine not to have the Notes of a series represented by the global notes and, in that
event, will issue the Notes of that series in definitive form in exchange for the global notes. In any such instance, an owner of a
beneficial interest in the global notes will be entitled to physical delivery in definitive form of the Notes represented by the global
notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. The Notes so issued in
definitive form will be issued as registered in minimum denominations of $2,000 and integral multiples of $1,000 thereafter, unless
otherwise specified by us. Our definitive form of the Notes can be transferred by presentation for registration to the registrar at its
New York office and must be duly endorsed by the holder or his attorney duly authorized in writing, or accompanied by a

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written instrument or instruments of transfer in form satisfactory to us or the trustee duly executed by the holder or his attorney duly
authorized in writing. We may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any exchange or registration of transfer of definitive notes.
The Clearing Systems
DTC. The depositary has advised us as follows: the depositary is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act. The depositary holds securities deposited with it by its participants
and facilitates the settlement of transactions among its participants in such securities through electronic computerized book-entry
changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The depositary's
participants include securities brokers and dealers (including the underwriters), banks, trust companies, clearing corporations and
certain other organizations, some of whom (and/or their representatives) own the depositary. Access to the depositary's book-entry
system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.
According to the depositary, the foregoing information with respect to the depositary has been provided to the financial
community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any
kind.
Clearstream Luxembourg. Clearstream Luxembourg advises that it is incorporated under the laws of Luxembourg as a
professional depositary. Clearstream Luxembourg holds securities for its participating organizations and facilitates the clearance and
settlement of securities transactions between Clearstream Luxembourg participants through electronic book-entry changes in accounts
of Clearstream Luxembourg participants, thereby eliminating the need for physical movement of certificates. Clearstream Luxembourg
provides to Clearstream Luxembourg participants, among other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and borrowing. Clearstream Luxembourg interfaces with
domestic markets in several countries. As a professional depositary, Clearstream Luxembourg is subject to regulation by the
Luxembourg Monetary Institute. Clearstream Luxembourg participants are recognized financial institutions around the world,
including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations
and may include the underwriters. Indirect access to Clearstream Luxembourg is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Luxembourg participant either
directly or indirectly.
Distributions with respect to each series of Notes held beneficially through Clearstream Luxembourg will be credited to cash
accounts of Clearstream Luxembourg participants in accordance with its rules and procedures, to the extent received by the
U.S. depositary for Clearstream Luxembourg.
Euroclear. Euroclear has advised that it was created in 1968 to hold securities for its participants and to clear and settle
transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, eliminating the
need for physical movement of certificates and eliminating any risk from lack of simultaneous transfers of securities and cash.
Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in
several countries. The Euroclear System is owned by Euroclear Clearance System Public Limited Company (ECSplc) and operated
through a license agreement by Euroclear Bank S.A./N.V., a bank incorporated under the laws of the Kingdom of Belgium as the
"Euroclear operator."
The Euroclear operator holds securities and book-entry interests in securities for participating organizations

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