Obligation ATT 6.5% ( US00206RAD44 ) en USD

ATT

106.041 % ▲

Etats-unis

US00206RAD44 ( en USD )

6.5% par an ( paiement semestriel )

31/08/2037

Prospectus brochure de l'obligation AT&T US00206RAD44 en USD 6.5%, échéance 31/08/2037

2 000 USD

657 765 000 USD

00206RAD4

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

01/09/2025 ( Dans 99 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 émise par ATT ( Etats-unis ) , en USD, avec le code ISIN US00206RAD44, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/08/2037

L'Obligation émise par ATT ( Etats-unis ) , en USD, avec le code ISIN US00206RAD44, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par ATT ( Etats-unis ) , en USD, avec le code ISIN US00206RAD44, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
SEC File No. 333-143180
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)
6.500% Global Notes due 2037
$2,000,000,000
99.568% $1,991,360,000
$61,400

(1) Pursuant to Rule 457(r), the total registration fee for this offering is $61,400.
(2) $109,476.20 has already been paid with respect to $3,566,000,000 aggregate initial offering price of securities
that were previously registered pursuant to Registration Statement No. 333-118476, and were not sold
thereunder. After subtracting $61,400 for this offering, $48,076.20 remains available for future offerings.
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Table of Contents
Prospectus Supplement
August 28, 2007
(To Prospectus dated May 23, 2007)
U.S.$2,000,000,000

AT&T Inc.
6.500% Global Notes due 2037

We will pay interest on the 6.500% global notes due 2037 (the "Notes") on March 1 and September 1 of each year.
The first such payment will be made on March 1, 2008.
We may redeem some or all of the Notes at any time at the "make-whole premium" price 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.

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 Note
Total
Initial public offering price

99.568%
$1,991,360,000
Underwriting discount

0.875%
$ 17,500,000
Proceeds, before expenses, to AT&T (1)

98.693%
$1,973,860,000
(1) The underwriters have agreed to reimburse us for certain of our expenses. See "Underwriting."
The initial public offering price set forth above does not include accrued interest, if any. Interest on the Notes will
accrue from August 31, 2007.

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The underwriters expect to deliver the Notes through the facilities of The Depository Trust Company, Clearstream
and Euroclear against payment in New York, New York on August 31, 2007.
Joint Book-Running Managers
Banc of America
Barclays Capital Merrill Lynch & Co.
Securities LLC

Senior Co-Managers
Goldman, Sachs & Co.

Mitsubishi UFJ Securities
Wachovia Securities

Co-Managers

Citi

Deutsche Bank Securities
JPMorgan
Loop Capital Markets, LLC

Ramirez & Co., Inc.

UBS Investment Bank
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Table of Contents
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 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-3
Use of Proceeds

S-4
Capitalization

S-4
Description of the Notes

S-4
United States Tax Considerations

S-12
Underwriting

S-16
Validity of Securities

S-19
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

14
Description of Depositary Shares

15
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Description of Common Stock

19
Plan of Distribution

21
Validity of Securities

22
Experts

22
Documents Incorporated by Reference

22
Where You Can Find More Information

23

S-2
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Table of Contents
SUMMARY OF THE OFFERING
Issuer
AT&T Inc. (formerly known as SBC Communications Inc.)
Securities Offered
U.S.$2,000,000,000 principal amount of 6.500% global notes due 2037.
Maturity Date
September 1, 2037, at par.
Interest Rate
The Notes will bear interest from August 31, 2007 at the rate of
6.500% per annum, payable semi-annually in arrears in two equal
payments.
Interest Payment Dates
March 1 and September 1 of each year, commencing on March 1, 2008.
Optional Redemption
The Notes are redeemable at any time, in whole or 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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S-3
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USE OF PROCEEDS
The net proceeds to AT&T from the Notes offering will be approximately $1.97 billion, after deducting
underwriting discounts and commissions and estimated offering expenses. These proceeds will be used for general
corporate purposes, including the repayment of maturing debt.
CAPITALIZATION
The following table sets forth the capitalization of AT&T as of June 30, 2007 and as adjusted solely to reflect the
issuance of $2.0 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 all of the net proceeds
from the sale of the Notes would be used to repay debt maturing within one year. AT&T's total capital consists of
debt (long-term debt and debt maturing within one year) and shareowners' equity.

As of June 30, 2007

As

Actual
adjusted

(unaudited)
(unaudited)

(in millions)

Long-term debt

$
53,970
$
55,970
Debt maturing within one year(1)

7,701

5,727
Shareowners' equity:

Common shares ($1 par value, 7,000,000,000 authorized: issued
6,495,231,088)

6,495

6,495
Capital in excess of par value

91,277

91,277
Retained earnings

31,706

31,706
Treasury shares (388,212,808 at cost)

(12,751)

(12,751)
Other adjustments

(5,066)

(5,066)
Shareowners' equity

$ 111,661
$ 111,661

Total Capitalization

$ 173,332
$ 173,358

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

S-4
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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,
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 Notes offered by this prospectus supplement will bear interest at the rate of 6.500% per annum. We will pay
interest on our Notes in arrears on each March 1 and September 1, commencing on March 1, 2008, to the persons
in whose names our Notes are registered at the close of business on February 15 and August 15 preceding the
respective interest payment date. The Notes mature on September 1, 2037.
Optional Redemption of the Notes
Our 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 Notes. The redemption price will
be equal to the greater of (1) 100% of the principal amount of the 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) and 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 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 Notes.
"Independent Investment Banker" means one of the Reference Treasury Dealers, appointed by the trustee after
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