Obligation ATT 6.4% ( US00206RAN26 ) en USD

ATT

100 % ▼

Etats-unis

US00206RAN26 ( en USD )

6.4% par an ( paiement semestriel )

14/05/2038

Prospectus brochure de l'obligation AT&T US00206RAN26 en USD 6.4%, échéance 14/05/2038

2 000 USD

261 352 000 USD

00206RAN2

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 (US00206RAN26, CUSIP 00206RAN2), émise aux États-Unis pour un montant total de 261 352 000 USD, offre un taux d'intérêt de 6,4%, échéant le 14/05/2038, avec des paiements semestriels, un prix actuel de marché de 100% et une taille minimale d'achat de 2 000 USD, notée BBB par S&P et Baa2 par Moody's.

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424B5 1 d56730b5e424b5.htm PROSPECTUS SUPPLEMENT
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Table of Contents
Filed pursuant to Rule 424(b)(5)
SEC File No. 333-143180
CALCULATION OF REGISTRATION FEE

Maximum
Proposed Maximum
Amount of
Title of Each Class of Securities to

Amount to be

Offering Price
Aggregate Offering
Registration Fee
be Registered

Registered

Per Unit

Price

(1)(2)
4.95% Global Notes due 2013

$ 750,000,000
101.270%
$3,003,885,000
$118,052.68
5.60% Global Notes due 2018

$1,000,000,000
99.916%

6.40% Global Notes due 2038

$1,250,000,000
99.616%

(1) Pursuant to Rule 457(r), the total registration fee for this offering is $118,052.68.
(2) A filing fee of $118,052.68 is being paid in connection with this offering.
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Table of Contents
Prospectus Supplement
May 8, 2008
(To Prospectus dated May 23, 2007)

U.S.$3,000,000,000

AT&T Inc.

U.S.$750,000,000 4.95% Global Notes due 2013
U.S.$1,000,000,000 5.60% Global Notes due 2018
U.S.$1,250,000,000 6.40% Global Notes due 2038

We will pay interest on the 4.95% global notes due 2013 (the "2013 Notes") on January 15 and July 15 of each
year. The first such payment for each of the 2013 Notes will be made on July 15, 2008. We will pay interest on
the 5.60% global notes due 2018 (the "2018 Notes") and the 6.40% global notes due 2038 (the "2038 Notes"
and, together with the 2013 Notes and the 2018 Notes, the "Notes") on May 15 and November 15 of each year.
The first such payment for the 2018 and the 2038 Notes will be made on November 15, 2008.
We may redeem some or all of the Notes at any time and from time to time at the 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 2013
Per 2018
Per 2038

Note

Total

Note

Total

Note

Total

Initial public offering
price
101.270 % $ 759,525,000
99.916 % $ 999,160,000
99.616 % $ 1,245,200,000
Underwriting discount
0.350 % $ 2,625,000
0.450 % $ 4,500,000
0.750 % $
9,375,000
Proceeds, before
expenses, to AT&T
100.920 % $ 773,090,625 (1)
99.466 % $ 994,660,000
98.866 % $ 1,235,825,000

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(1) Includes accrued interest of $16,190,625 from December 6, 2007, which is payable by the purchasers.
The initial public offering prices set forth above do not include accrued interest, if any. Interest on the 2018 and
2038 Notes will accrue from May 13, 2008 and the interest on the 2013 Notes will accrue from December 6,
2007.
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 May 13, 2008.

Joint Book-Running Managers
Banc of America Securities LLC Deutsche Bank Morgan Stanley UBS Investment Bank

Senior Co-Managers
Citi
RBS Greenwich Capital
Barclays

Co-Managers
Blaylock Robert Van,
Cabrera Capital Markets, LLC Siebert Capital Markets Utendahl Capital Partners, L.P.
LLC
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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

Summary of the Offering
S-3
Use of Proceeds
S-4
Capitalization
S-4
Description of the Notes
S-5
S-
United States Tax Considerations
12
S-
Underwriting
16
S-
Validity of Securities
18
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
12
Description of Depositary Shares
13
Description of Common Stock
16
Plan of Distribution
18
Validity of Securities
19
Experts
19
Documents Incorporated by Reference
19
Where You Can Find More Information
20
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S-2
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Table of Contents

SUMMARY OF THE OFFERING

Issuer
AT&T Inc.

Securities Offered
U.S.$750,000,000 aggregate principal amount of 4.95% global
notes due 2013, U.S.$1,000,000,000 aggregate principal amount
of 5.60% global notes due 2018, and U.S.$1,250,000,000
aggregate principal amount of 6.40% global notes due 2038.

Maturity Dates
January 15, 2013, at par, for the 2013 Notes.
May 15, 2018, at par, for the 2018 Notes.
May 15, 2038, at par, for the 2038 Notes.

Interest Rates
The 2013 Notes will bear interest from December 6, 2007 at the
rate of 4.95% per annum, the 2018 Notes will bear interest from
May 13, 2008 at the rate of 5.60% per annum, and the 2038
Notes will bear interest from May 13, 2008 at the rate of 6.40%
per annum, in each case payable semi-annually in arrears in two
equal payments. Accrued interest on the 2013 Notes to but
excluding the original issue date must be paid by the purchaser.

Interest Payment Dates
January 15 and July 15 of each year, commencing on July 15,
2008, for the 2013 Notes.
May 15 and November 15 of each year, commencing on
November 15, 2008, for the 2018 Notes and 2038 Notes.

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.

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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.
S-3
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USE OF PROCEEDS
The net proceeds to AT&T from the Notes offering will be approximately $3,003,275,625, including accrued
interest of $16,190,625 on the 2013 Notes from December 6, 2007, which is payable by the purchasers, and
after deducting underwriting discounts and our estimated offering expenses. These proceeds will be used for
general corporate purposes.

CAPITALIZATION
The following table sets forth the capitalization of AT&T as of March 31, 2008 and as adjusted solely to
reflect the issuance of $3,000,000,000 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.
AT&T's total capital consists of debt (long-term debt and debt maturing within one year) and shareowners'
equity.

As of March 31, 2008

As

Actual adjusted

(Unaudited) (Unaudited)

(In millions)

Long-term debt
$ 60,189 $ 63,189
Debt maturing within one year(1)
13,301 13,301
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
91,598 91,598
Retained earnings
34,311 34,311
Treasury shares (556,598,241 at cost)
(19,590 ) (19,590 )
Other adjustments

(556 )
(556 )
Shareowners' equity
$ 112,258 $ 112,258

Total Capitalization
$ 185,748 $ 188,748

(1) Debt maturing within one year consists principally of the current portion of long-term debt, and
commercial paper and other short-term borrowings.
S-4
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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, 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, 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 2013 Notes offered by this prospectus supplement will bear interest at the rate of 4.95% per annum. The
initial public offering price for the 2013 Notes does not include accrued interest from December 6, 2007. Such
accrued interest to but excluding the original issue date of the 2013 Notes must be paid by the purchaser. We
will pay interest on our 2013 Notes in arrears on each January 15 and July 15, commencing on July 15, 2008,
to the persons in whose names our 2013 Notes are registered at the close of business on the January 1 and July
1 preceding the respective interest payment date. The 2013 Notes mature on January 15, 2013.
The 2018 Notes offered by this prospectus supplement will bear interest at the rate of 5.60% per annum. We
will pay interest on our 2018 Notes in arrears on each May 15 and November 15, commencing on
November 15, 2008, to the persons in whose names our 2018 Notes are registered at the close of business on
the May 1 and November 1 preceding the respective interest payment date. The 2018 Notes mature on
May 15, 2018.

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