Obligation ATT 4.45% ( US00206RAX08 ) en USD

ATT

100 % ▼

Etats-unis

US00206RAX08 ( en USD )

4.45% par an ( paiement semestriel )

14/05/2021 - Obligation échue

Prospectus brochure de l'obligation AT&T US00206RAX08 en USD 4.45%, échue

2 000 USD

1 250 000 000 USD

00206RAX0

NR

N/A

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 US00206RAX08, paye un coupon de 4.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2021
L'Obligation émise par ATT ( Etats-unis ) , en USD, avec le code ISIN US00206RAX08, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(5)
Registration 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)
2.950% Global Notes due 2016
$1,750,000,000
99.818%
$2,995,877,500 $347,821.38
4.450% Global Notes due 2021
$1,250,000,000
99.925%

(1) Pursuant to Rule 457(r), the total registration fee for this offering is
$347,821.38

(2) A filing fee of $347,821.38 is being paid in connection with this offering.
PROSPECTUS SUPPLEMENT
April 26, 2011
(To Prospectus dated March 18, 2010)

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

AT&T Inc.

U.S.$1,750,000,000 2.950% Global Notes due 2016
U.S.$1,250,000,000 4.450% Global Notes due 2021

We will pay interest on the 2.950% global notes due 2016 (the "2016 Notes") and the 4.450% global
notes due 2021 (the "2021 Notes" and, together with the 2016 Notes, the "Notes") on May 15 and November
15 of each year. The first such payment for the Notes will be made on November 15, 2011.

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 55 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, 2010, which is 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 2016 Note

Total

Per 2021 Note

Total

Initial public offering price

99.818 %
$ 1,746,815,000
99.925 %
$ 1,249,062,500
Underwriting discounts

0.350 %
$
6,125,000
0.450 %
$
5,625,000
Proceeds, before expenses, to
AT&T (1)

99.468 %
$ 1,740,690,000
99.475 %
$ 1,243,437,500

(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 April 29, 2011.

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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 April 29, 2011.

Joint Book-Running Managers

BofA Merrill
Goldman, Sachs &
Wells Fargo
Lynch
Citi Co.
Securities

Senior Co-Manager

The Williams Capital Group, L.P.

Co-Managers

Aladdin Capital
Ramirez & Co.,
Banca IMI Mizuho Securities LLC
Inc.
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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
2
Description of Preferred Stock We May Offer
13
Description of Depositary Shares We May Offer
14
Description of Common Stock We May Offer
18
Plan of Distribution
21
Validity of Securities
23
Experts
23
Documents Incorporated by Reference
24
Where You Can Find More Information
24

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SUMMARY OF THE OFFERING

Issuer
AT&T Inc.

Securities Offered
U.S.$1,750,000,000 aggregate principal amount of 2.950%
global notes due 2016 and U.S.$1,250,000,000 aggregate
principal amount of 4.450% global notes due 2021.

Maturity Dates
May 15, 2016, at par, for the 2016 Notes.

May 15, 2021, at par, for the 2021 Notes.

Interest Rates
The 2016 Notes will bear interest from April 29, 2011 at the
rate of 2.950% per annum and the 2021 Notes will bear
interest from April 29, 2011 at the rate of 4.450% per
annum, in each case payable semi-annually in arrears in two
equal payments.

Interest Payment Dates
May 15 and November 15 of each year, commencing on
November 15, 2011.

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 $2,984,102,500,
after deducting underwriting discounts and our estimated offering expenses net of reimbursements
from the underwriters. 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 March 31, 2011 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 (net of reimbursements from the underwriters), 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, 2011

Actual
As Adjusted

(Unaudited) (Unaudited)

(In millions)

Long-term debt
$58,126 $61,110
Debt maturing within one year (1)

6,902
6,902
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
91,636 91,636
Retained earnings
32,649 32,649
Treasury shares (576,965,462 at cost)
(20,949 ) (20,949 )
Other adjustments

3,012
3,012
Shareowners' equity
$112,843 $112,843

Total Capitalization
$177,871 $180,855

(1) 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 two 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 2016 Notes offered by this prospectus supplement will bear interest at the rate of 2.950%
per annum. We will pay interest on our 2016 Notes in arrears on each May 15 and November 15,
commencing on November 15, 2011, to the persons in whose names our 2016 Notes are registered at
the close of business on the May 1 and November 1 preceding the respective interest payment date.
The 2016 Notes will mature on May 15, 2016.

The 2021 Notes offered by this prospectus supplement will bear interest at the rate of 4.450%
per annum. We will pay interest on our 2021 Notes in arrears on each May 15 and November 15,
commencing on November 15, 2011, to the persons in whose names our 2021 Notes are registered at
the close of business on the May 1 and November 1 preceding the respective interest payment date.
The 2021 Notes will mature on May 15, 2021.

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, 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 principal amount of the Notes of that series to be redeemed or (2) the sum
of the present

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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 15 basis points for the 2016
Notes and 20 basis points for the 2021 Notes. 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 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 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 after consultation with 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, 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 Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Citigroup Global Markets Inc., Goldman, Sachs & Co. and Wells Fargo Securities, LLC
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"); provided, however, that if any of the foregoing shall cease to be a Primary
Treasury Dealer, we will substitute therefor another 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 by the trustee by lot or by such other method as the trustee in its sole discretion deems to be fair
and appropriate.

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