Obligation ATT 6.8% ( US00206RAB87 ) en USD

ATT

107.252 % ▼

Etats-unis

US00206RAB87 ( en USD )

6.8% par an ( paiement semestriel )

14/05/2036

Prospectus brochure de l'obligation AT&T US00206RAB87 en USD 6.8%, échéance 14/05/2036

00206RAB8

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/11/2025 ( Dans 174 jours )

AT&T est une société américaine de télécommunications offrant des services de téléphonie fixe et mobile, d'internet haut débit et de télévision par câble, ainsi que des solutions d'entreprise.

L'obligation AT&T (US00206RAB87/00206RAB8) émise aux États-Unis, affichant un prix actuel de marché de 107,947% de sa valeur nominale en USD, offre un taux d'intérêt de 6,8% avec une maturité fixée au 14/05/2036, des paiements semestriels, et des notations de crédit BBB (S&P) et Baa2 (Moody's).

e424b5
424B5 1 d35815b5e424b5.htm PROSPECTUS SUPPLEMENT TO PROSPECTUS
http://www.sec.gov/Archives/edgar/data/732717/000095013406010157/d35815b5e424b5.htm (1 of 59)5/19/2006 5:44:06 AM

e424b5
Table of Contents
Filed Pursuant to Rule 424(B)(5)
SEC File No. 333-118476
Prospectus Supplement to Prospectus dated May 24, 2005.

$1,500,000,000
AT&T Inc.
$900,000,000 Floating Rate Notes due 2008
$600,000,000 6.800% Notes due 2036

We will pay interest on the floating rate notes due 2008 (the "Floating Rate Notes") at a rate equal to the Applicable
LIBOR Rate, reset quarterly, plus 9 basis points, on February 15, May 15, August 15 and November 15 of each year. The
first such payment will be made on August 15, 2006.
We will pay interest on the 6.800% notes due 2036 (the "Fixed Rate Notes") on May 15 and November 15 of each
year. The first payment will be made on November 15, 2006.
We may redeem some or all of the Fixed Rate Notes at any time at the "make-whole premium" price indicated under
the heading "Description of the Notes -- Optional Redemption of the Fixed Rate Notes" beginning on page S-5 of this
prospectus supplement.

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 Floating

Per Fixed

Rate Note

Total

Rate Note
Total

Initial public offering price

100.000%
$900,000,000
99.608%
$597,648,000
Underwriting discount

0.150%
$
1,350,000

0.875%
$
5,250,000
Proceeds, before expenses, to AT&T(1)

99.850%
$898,650,000
98.733%
$592,398,000

(1)
The underwriters have agreed to reimburse us for certain of our expenses. See "Underwriting."
The initial public offering prices set forth above do not include accrued interest, if any. Interest on the Floating Rate
Notes and the Fixed Rate Notes offered hereby will accrue from May 18, 2006 and must be paid by the purchasers if the
notes are delivered after May 18, 2006.

The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against payment
in New York, New York on May 18, 2006.
Joint Book-Running Managers
ABN AMRO Incorporated Goldman, Sachs & Co.
Merrill Lynch & Co.
Senior Co-Managers
Citigroup
UBS Investment Bank
Wachovia Securities
http://www.sec.gov/Archives/edgar/data/732717/000095013406010157/d35815b5e424b5.htm (2 of 59)5/19/2006 5:44:06 AM

e424b5
Junior Co-Managers
Credit Suisse

HSBC

Loop Capital Markets, LLC

Mitsubishi UFJ Securities

Morgan Stanley

Ramirez & Co., Inc.

RBS Greenwich Capital
Prospectus Supplement dated May 15, 2006.
http://www.sec.gov/Archives/edgar/data/732717/000095013406010157/d35815b5e424b5.htm (3 of 59)5/19/2006 5:44:06 AM

e424b5

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus. 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, you should not rely on it. 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, or the SEC, 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-2
Description of the Notes

S-3
Underwriting

S-9
Validity of Securities

S-12
Prospectus
Description of SBC Communications Inc.

1
Ratio of Earnings to Fixed Charges

1
Use of Proceeds

1
Summary Description of the Securities We May Issue

1
Description of Debt Securities We May Offer

2
Description of Preferred Stock

13
Description of Depositary Shares

14
Description of Common Stock

17
Plan of Distribution

19
Validity of Securities

20
Experts

20
Documents Incorporated by Reference

21
Where You Can Find More Information

22
i
http://www.sec.gov/Archives/edgar/data/732717/000095013406010157/d35815b5e424b5.htm (4 of 59)5/19/2006 5:44:06 AM

e424b5
Table of Contents
SUMMARY OF THE OFFERING
Issuer
AT&T Inc. (formerly known as SBC Communications Inc.)

Securities Offered
$900,000,000 principal amount of floating rate notes due 2008.

$600,000,000 principal amount of 6.800% notes due 2036.

Maturity Dates
May 15, 2008 for the Floating Rate Notes.

May 15, 2036 for the Fixed Rate Notes.

Interest Rates
The Floating Rate Notes offered hereby will bear interest from May 18, 2006 at a floating
rate equal to the Applicable LIBOR Rate, reset quarterly, plus 9 basis points, payable
quarterly in arrears.

The Fixed Rate Notes will bear interest from May 18, 2006 at the rate of 6.800% per
annum, payable semi-annually in arrears.

Interest Payment Dates
February 15, May 15, August 15 and November 15 of each year, commencing on
August 15, 2006, in the case of the Floating Rate Notes, and May 15 and November 15 of
each year, commencing on November 15, 2006, in the case of the Fixed Rate Notes.

Optional Redemption
The Fixed Rate Notes are redeemable at any time, in whole or in part, at redemption prices
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 Fixed Rate Notes."

The Floating Rate Notes are not subject to redemption.

Denomination
Minimum denominations of $2,000 and integral multiples of $1,000 thereafter.

Ranking
The notes will be our senior obligations and will rank equally with all of our other
unsecured senior obligations from time to time outstanding.

No Listing
The Floating Rate Notes and the Fixed Rate Notes are not being listed on any organized
exchange or market.

Form and Settlement
Our 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 directly through DTC if they
are participants or indirectly through organizations that are participants.
S-1
http://www.sec.gov/Archives/edgar/data/732717/000095013406010157/d35815b5e424b5.htm (5 of 59)5/19/2006 5:44:06 AM

e424b5
Table of Contents
USE OF PROCEEDS
The net proceeds to AT&T from the notes offering will be approximately $1.49 billion, after deducting underwriting discounts
and commissions and estimated offering expenses. These proceeds will be used for general corporate purposes, including repayment
of a portion of our outstanding long-term debt that will mature in this fiscal year.
CAPITALIZATION
The following table sets forth the capitalization of AT&T as of March 31, 2006 and as adjusted to reflect (a) our proposed
acquisition of BellSouth Corporation ("BLS") as described in our reports incorporated by reference into this prospectus supplement,
including our current report on Form 8-K filed with the SEC on May 11, 2006, and (b) the issuance of $1.5 billion of the notes, net of
the underwriting discount and estimated offering expenses, and the application of the net proceeds as described under "Use of
Proceeds" above assuming that the net proceeds from the sale of the notes would be used to repay approximately $1.49 billion of
AT&T's outstanding long-term debt. AT&T's total capital consists of debt (long-term debt and debt maturing within one year) and
stockholders' equity. This table reflects certain unaudited consolidated financial information for the three-month period ended
March 31, 2006 that was included in our quarterly report on Form 10-Q filed on May 5, 2006.

As of March 31, 2006

As

Unadjusted

Adjusted

(in millions)
Long-term debt

$
25,829
$
53,539
Debt maturing within one year(1)

5,712

9,146
Stockholders' equity:

Common shares ($1 par value, 7,000,000,000 authorized)

4,065

6,459

Capital in excess of par value

27,262

90,284

Retained earnings

29,257

29,257

Treasury shares (177,291,078 at cost)

(4,927)

(4,927)

Other adjustments(2)

(568)

(568)

Stockholders' equity

$
55,089
$ 120,505

Total Capitalization

$
86,630
$ 183,190

(1)
Debt maturing within one year consists principally of the current portion of long-term debt, and commercial paper and other
short-term borrowings.

(2)
Other adjustments do not reflect any adjustment to other comprehensive income that would result from the difference in
amount of the payments to utilize interest rate locks from the amounts included in other comprehensive income as of
March 31, 2006 which reflected interest rates at that time.
S-2
http://www.sec.gov/Archives/edgar/data/732717/000095013406010157/d35815b5e424b5.htm (6 of 59)5/19/2006 5:44:06 AM

e424b5
Table of Contents
DESCRIPTION OF THE NOTES
The following description of the general terms of the Floating Rate Notes and the Fixed Rate 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, 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 two separate series under the
indenture. We will issue our 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, 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, in the case of the notes, or upon redemption, in the case of the Fixed Rate Notes, 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, in the case of the notes, or upon redemption, in the case of the Fixed
Rate Notes, 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, in the case of the notes, or upon
redemption, in the case of the Fixed Rate Notes, will be paid by wire transfer of immediately available funds against presentation of a
note at the office of the paying agent.
The Floating Rate Notes
The Floating Rate Notes will initially be limited to $900,000,000 aggregate principal amount and will mature on May 15, 2008
(the "Floating Rate Maturity Date").
The Floating Rate Notes will bear interest from May 18, 2006 at a floating rate determined in the manner provided below,
payable on February 15, May 15, August 15 and November 15 of each year (each such day a "Floating Rate Interest Payment Date"),
commencing on August 15, 2006, to the persons in whose names the Floating Rate Notes were registered at the close of business on
the 15th day preceding the respective Floating Rate Interest Payment Date, subject to certain exceptions.
The per annum interest rate on the Floating Rate Notes (the "Floating Interest Rate") in effect for each day of a Floating Rate
Interest Period (as defined below) will be equal to the Applicable LIBOR Rate plus 9 basis points (.09%). The Floating Interest Rate
for each Floating Rate Interest Period for the Floating Rate Notes will be set on February 15, May 15, August 15 and November 15 of
each year and will be set for the initial Floating Rate Interest Period on May 18, 2006 (each such date, a "Floating Rate Interest Reset
Date") until the principal on the Floating Rate Notes is paid or made available for payment (the "Floating Rate Principal Payment
Date"). If any Floating Rate Interest Reset Date (other than the initial Floating Rate Interest Reset Date occurring on May 18, 2006)
and Floating Rate Interest Payment Date for the Floating Rate Notes would otherwise be a day that is not a LIBOR Business Day,
such Floating Rate Interest Reset Date and Floating Rate Interest Payment Date shall be the next succeeding LIBOR Business Day,
unless the next succeeding LIBOR Business Day is in the next succeeding calendar month, in which case such Floating
S-3
http://www.sec.gov/Archives/edgar/data/732717/000095013406010157/d35815b5e424b5.htm (7 of 59)5/19/2006 5:44:06 AM

e424b5
http://www.sec.gov/Archives/edgar/data/732717/000095013406010157/d35815b5e424b5.htm (8 of 59)5/19/2006 5:44:06 AM

e424b5
Table of Contents
Rate Interest Reset Date and Floating Rate Interest Payment Date shall be the immediately preceding LIBOR Business
Day.
"LIBOR Business Day" means any day that is not a Saturday or Sunday and that, in The City of New York or the City of London,
is not a day on which banking institutions are generally authorized or obligated by law to close. "Floating Rate Interest Period" shall
mean the period from and including a Floating Rate Interest Reset Date to but excluding the next succeeding Floating Rate Interest
Reset Date and, in the case of the last such period, from and including the Floating Rate Interest Reset Date immediately preceding
the Floating Rate Maturity Date or Floating Rate Principal Payment Date, as the case may be, to but not including such Floating Rate
Maturity Date or Floating Rate Principal Payment Date, as the case may be. If the Floating Rate Principal Payment Date or Floating
Rate Maturity Date is not a LIBOR Business Day, then the principal amount of the Floating Rate Notes plus accrued and unpaid
interest thereon shall be paid on the next succeeding LIBOR Business Day and no interest shall accrue for the Floating Rate Maturity
Date, Floating Rate Principal Payment Date or any day thereafter.
The "Applicable LIBOR Rate" shall mean the rate determined in accordance with the following provisions:

(i) On the second day on which dealings in deposits in U.S. dollars are transacted in the London interbank market
preceding each Floating Rate Interest Reset Date (each such date an "Interest Determination Date"), The Bank of New York (the
"Reference Agent"), as agent for AT&T, will determine the Applicable LIBOR Rate which shall be the rate for deposits in U.
S. dollars having a maturity of three months, which appears on the Telerate Page 3750 as of 11:00 a.m., London time, on such
Interest Determination Date. "Telerate Page 3750" means the display page so designed on Moneyline Telerate, Inc. (or such other
page as may replace that page on that service or such other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits). If the Applicable LIBOR Rate
on such Interest Determination Date does not appear on the Telerate Page 3750, the Applicable LIBOR Rate will be determined
as described in (ii) below.

(ii) With respect to an Interest Determination Date for which the Applicable LIBOR Rate does not appear on the Telerate
Page 3750 as specified in (i) above, the Applicable LIBOR Rate will be determined on the basis of the rates at which deposits in
U.S. dollars are offered by four major banks in the London interbank market selected by the Reference Agent (the "Reference
Banks") at approximately 11:00 a.m., London time, on such Interest Determination Date to prime banks in the London interbank
market having a maturity of three months, and in a principal amount equal to an amount of not less than U.S.$1,000,000 that is
representative for a single transaction in such market at such time. The Reference Agent will request the principal London office
of each of such Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the Applicable
LIBOR Rate on such Interest Determination Date will be the arithmetic mean (rounded upwards, if necessary, to the nearest one
hundred-thousandth of a percentage point, with 5 one-millionths of a percentage point rounded upwards) of such quotations. If
fewer than two quotations are provided, the Applicable LIBOR Rate on such Interest Determination Date will be the arithmetic
mean (rounded upwards, if necessary, to the nearest one hundred-thousandth of a percentage point, with 5 one-millionths of a
percentage point rounded upwards) of the rates quoted by three major banks in New York City selected by the Reference Agent
at approximately 11:00 a.m., New York City time, on such Interest Determination Date for loans in U.S. dollars to leading
European banks, having a maturity of three months, and in a principal amount equal to an amount of not less than U.S.$1,000,000
that is representative for a single transaction in such market at such time; provided, however, that if the banks in New York City
selected as aforesaid by the Reference Agent are not quoting as mentioned in this sentence, the relevant Floating Interest Rate for
the Floating Rate Interest Period commencing on the Floating Rate Interest Reset Date following such Interest Determination
Date will be the Floating Interest Rate in effect on such Interest Determination Date.
S-4
http://www.sec.gov/Archives/edgar/data/732717/000095013406010157/d35815b5e424b5.htm (9 of 59)5/19/2006 5:44:06 AM

e424b5
Table of Contents
The amount of interest for each day that the Floating Rate Notes are outstanding (the "Daily Interest Amount") will be calculated
by dividing the Floating Interest Rate in effect for such day by 360 and multiplying the result by the principal amount of the Floating
Rate Notes. The amount of interest to be paid on the Floating Rate Notes for any Floating Rate Interest Period will be calculated by
adding the Daily Interest Amounts for each day in such Floating Rate Interest Period.
The Floating Interest Rate on the Floating Rate Notes will in no event be higher than the maximum rate permitted by New York
law as the same may be modified by United States law of general application.
The Floating Interest Rate and amount of interest to be paid on the Floating Rate Notes for each Interest Period will be
determined by the Reference Agent. All calculations made by the Reference Agent shall in the absence of manifest error be
conclusive for all purposes and binding on AT&T and the holders of the Floating Rate Notes. So long as the Applicable LIBOR Rate
is required to be determined with respect to the Floating Rate Notes, there will at all times be a Reference Agent. In the event that any
then acting Reference Agent shall be unable or unwilling to act, or that such Reference Agent shall fail duly to establish the
Applicable LIBOR Rate for any Floating Rate Interest Period, or that AT&T proposes to remove such Reference Agent, AT&T shall
appoint itself or another person which is a bank, trust company, investment banking firm or other financial institution to act as the
Reference Agent.
The Fixed Rate Notes
The Fixed Rate Notes will initially be limited to $600,000,000 aggregate principal amount and will bear interest from May 18,
2006 at the rate of 6.800% per annum. We will pay interest on our Fixed Rate Notes in arrears on each May 15 and November 15,
commencing on November 15, 2006, to the persons in whose names our Fixed Rate Notes are registered at the close of business on
May 1 and November 1 preceding the respective interest payment date. The Fixed Rate Notes will mature on May 15, 2036.
For purposes of the Fixed Rate Notes, a business day means a day that is not a Saturday or Sunday and that, in The City of New
York, is not a day on which banking institutions are generally authorized or obligated by law to close. Interest will accrue on the
Fixed Rate Notes assuming a 360-day year consisting of 12, 30-day months. If the date on which a payment of interest or principal on
the Fixed Rate Notes is scheduled to be paid is not a business day, then such interest or principal shall be paid on the next succeeding
business day and no additional interest shall accrue on the Fixed Rate Notes.
Optional Redemption of the Fixed Rate Notes
Our Fixed Rate Notes will be redeemable, as a whole or in part, at our option, at any time, on at least 30 days', but not more than
60 days', prior notice mailed to the registered address of each holder of our Fixed Rate Notes. The redemption prices will be equal to
the greater of (1) 100% of the principal amount of the Fixed Rate Notes 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) plus 25 basis points. In
the case of each of clauses (1) and (2), accrued interest will be payable to the redemption date.
"Treasury Rate" means, with respect to any redemption date, 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 maturity comparable to the remaining term of the Fixed Rate Notes 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 Fixed Rate Notes.
S-5
http://www.sec.gov/Archives/edgar/data/732717/000095013406010157/d35815b5e424b5.htm (10 of 59)5/19/2006 5:44:06 AM

Document Outline

sec.gov
- #1">e424b5