Obligation ATT 6.55% ( US00206RAS13 ) en USD

ATT

100 % ▼

Etats-unis

US00206RAS13 ( en USD )

6.55% par an ( paiement semestriel )

14/02/2039

Prospectus brochure de l'obligation AT&T US00206RAS13 en USD 6.55%, échéance 14/02/2039

2 000 USD

770 544 000 USD

00206RAS1

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/08/2025 ( Dans 82 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 (US00206RAS13, CUSIP 00206RAS1) émise aux États-Unis, d'un montant total de 770 544 000 USD, offre un taux d'intérêt de 6,55 %, échéant le 14/02/2039, avec des paiements semestriels, un prix actuel de marché de 100 %, une taille minimale d'achat de 2 000 USD, et des notations S&P BBB et Moody's Baa2.

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement 333-143180

CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum

Title of Each Class of

Offering Price

Aggregate

Amount of

Amount
Registration Fee(1)
Securities Registered

Registered

Per Unit
Offering Price
(2)

4.85% Global Notes due 2014
$ 1,000,000,000
99.994 % $ 5,480,275,000 $
215,374.81
5.80% Global Notes due 2019
$ 2,250,000,000
99.689 %

6.55% Global Notes due 2039
$ 2,250,000,000
99.437 %

(1) Pursuant to Rule 457(r), the total registration fee for this offering is $215,374.81.
(2) A filing fee of $215,374.81 is being paid in connection with this offering.
Prospectus Supplement
January 29, 2009
(To Prospectus dated May 23, 2007)
U.S.$5,500,000,000

AT&T Inc.

U.S.$1,000,000,000 4.85% Global Notes due 2014
U.S.$2,250,000,000 5.80% Global Notes due 2019
U.S.$2,250,000,000 6.55% Global Notes due 2039

We will pay interest on the 4.85% global notes due 2014 (the "2014 Notes"), the 5.80% global notes due 2019 (the
"2019 Notes") and the 6.55% global notes due 2039 (the "2039 Notes" and, together with the 2014 Notes and the 2019
Notes, the "Notes") on February 15 and August 15 of each year. The first such payment for the Notes will be made on
August 15, 2009.
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-4 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 50 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, 2007, which is incorporated by
reference herein, to read about factors you should consider before investing in the Notes.

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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 2014
Per 2019
Per 2039

Note

Total

Note

Total

Note

Total

Initial public offering price

99.994 % $ 999,940,000
99.689 % $ 2,243,002,500
99.437 % $ 2,237,332,500
Underwriting discount

0.350 % $ 3,500,000
0.450 % $ 10,125,000
0.750 % $ 16,875,000
Proceeds, before expenses, to

99.644 % $ 996,440,000
99.239 % $ 2,232,877,500
98.687 % $ 2,220,457,500
AT&T(1)

(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 Notes will accrue
from February 3, 2009.
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 February 3, 2009.

Joint Book-Running Managers (2014 Notes)
Banc of America Securities LLC Goldman, Sachs & Co.
J.P. Morgan

Joint Book-Running Managers (2019 Notes)
Banc of America Securities LLC
Citi
J.P. Morgan

Joint Book-Running Managers (2039 Notes)
Citi
Goldman, Sachs & Co.
J.P. Morgan

Senior Co-Managers
Barclays Capital
Deutsche Bank Securities
RBS Greenwich Capital

Co-Managers
Cabrera Capital Markets, LLCMitsubishi UFJ SecuritiesM.R. Beal & CompanyThe Williams Capital Group, L.P.
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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-2
Use of Proceeds
S-3
Capitalization
S-3
Description of the Notes
S-4
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-1
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Table of Contents

SUMMARY OF THE OFFERING
Issuer
AT&T Inc.

Securities Offered
U.S.$1,000,000,000 aggregate principal amount of 4.85% global
notes due 2014, U.S.$2,250,000,000 aggregate principal amount of
5.80% global notes due 2019 and U.S.$2,250,000,000 aggregate
principal amount of 6.55% global notes due 2039.

Maturity Dates
February 15, 2014, at par, for the 2014 Notes.
February 15, 2019, at par, for the 2019 Notes.
February 15, 2039, at par, for the 2039 Notes.

Interest Rates
The 2014 Notes will bear interest from February 3, 2009 at the rate
of 4.85% per annum, the 2019 Notes will bear interest from
February 3, 2009 at the rate of 5.80% per annum and the 2039 Notes
will bear interest from February 3, 2009 at the rate of 6.55% per
annum, in each case payable semi-annually in arrears in two equal
payments.

Interest Payment Dates
February 15 and August 15 of each year, commencing on August 15,
2009.

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-2
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Table of Contents

USE OF PROCEEDS
The net proceeds to AT&T from the Notes offering will be approximately $5,449,760,000, 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 December 31, 2008 and as adjusted solely to reflect
the issuance of $5,500,000,000 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 December 31, 2008

As

Actual Adjusted

(Unaudited) (Unaudited)

(In millions)

Long-term debt
$ 60,872 $ 66,372
Debt maturing within one year(1)
14,119 14,119
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
91,728 91,728
Retained earnings
36,591 36,591
Treasury shares (602,221,825 at cost)
(21,410 ) (21,410 )
Other adjustments
(17,057 ) (17,057 )
Shareowners' equity
$ 96,347 $ 96,347

Total Capitalization
$ 171,338 $ 176,838

(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-3
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Table of Contents

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 2014 Notes offered by this prospectus supplement will bear interest at the rate of 4.85% per annum. We will pay
interest on our 2014 Notes in arrears on each February 15 and August 15, commencing on August 15, 2009, to the
persons in whose names our 2014 Notes are registered at the close of business on the February 1 and August 1
preceding the respective interest payment date. The 2014 Notes mature on February 15, 2014.
The 2019 Notes offered by this prospectus supplement will bear interest at the rate of 5.80% per annum. We will pay
interest on our 2019 Notes in arrears on each February 15 and August 15, commencing on August 15, 2009, to the
persons in whose names our 2019 Notes are registered at the close of business on the February 1 and August 1
preceding the respective interest payment date. The 2019 Notes mature on February 15, 2019.
The 2039 Notes offered by this prospectus supplement will bear interest at the rate of 6.55% per annum. We will pay
interest on our 2039 Notes in arrears on each February 15 and August 15, commencing on August 15, 2009, to the
persons in whose names our 2039 Notes are registered at the close of business on the February 1 and August 1
preceding the respective interest payment date. The 2039 Notes mature on February 15, 2039.
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 and from time to time,
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on at least 30 days', but not 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
S-4
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