Obligation ATT 7.125% ( US17248RAJ59 ) en USD

ATT

100 % ▼

Etats-unis

US17248RAJ59 ( en USD )

7.125% par an ( paiement semestriel )

14/12/2031

Prospectus brochure de l'obligation AT&T US17248RAJ59 en USD 7.125%, échéance 14/12/2031

2 000 USD

151 402 000 USD

17248RAJ5

BBB ( Qualité moyenne inférieure )

N/A

15/06/2025 ( Dans 21 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 US17248RAJ59, paye un coupon de 7.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2031
L'Obligation émise par ATT ( Etats-unis ) , en USD, avec le code ISIN US17248RAJ59, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: [email protected]
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<SEC-DOCUMENT>0000950144-02-007768.txt : 20020731
<SEC-HEADER>0000950144-02-007768.hdr.sgml : 20020731
<ACCEPTANCE-DATETIME>20020731155455
ACCESSION NUMBER:
0000950144-02-007768
CONFORMED SUBMISSION TYPE:424B3
PUBLIC DOCUMENT COUNT:
1
FILED AS OF DATE:
20020731
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME:
CINGULAR WIRELESS LLC
CENTRAL INDEX KEY:
0001130452
STANDARD INDUSTRIAL CLASSIFICATION:
RADIO TELEPHONE COMMUNICATIONS [4812]
IRS NUMBER:
742955068
STATE OF INCORPORATION:
DE
FISCAL YEAR END:
1231
FILING VALUES:
FORM TYPE:
424B3
SEC ACT:
1933 Act
SEC FILE NUMBER:
333-81342
FILM NUMBER:
02716197
BUSINESS ADDRESS:
STREET 1:
5565 GLENRIDGE CONNECTOR
CITY:
ATLANTA
STATE:
GA
ZIP:
30349
BUSINESS PHONE:
4042366000
MAIL ADDRESS:
STREET 1:
5565 GLENRIDGE CONNECTOR
CITY:
ATLANTA
STATE:
GA
ZIP:
30349
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>g73685b3e424b3.txt
<DESCRIPTION>CINGULAR WIRELESS LLC
<TEXT>
<PAGE>
Filed Pursuant to Rule424(b)(3)
Registration Number 333-81342

PROSPECTUS
(CINGULAR WIRELESS LOGO)
OFFER TO EXCHANGE
$500,000,000 5.625% SENIOR NOTES DUE 2006;
$750,000,000 6.50% SENIOR NOTES DUE 2011; AND
$750,000,000 7.125% SENIOR NOTES DUE 2031
FOR ANY AND ALL OUTSTANDING
5.625% SENIOR NOTES DUE 2006;
6.50% SENIOR NOTES DUE 2011; AND
7.125% SENIOR NOTES DUE 2031
- --------------------------------------------------------------------------------
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON AUGUST 28, 2002, UNLESS EXTENDED
BY US FOR UP TO 15 DAYS
- --------------------------------------------------------------------------------
The terms of the new notes are substantially identical to the terms of the
old notes, except that the new notes are registered under the Securities Act and
the transfer restrictions and registration rights and related additional
interest provisions currently applicable to the old notes do not apply to the
new notes.
We do not intend to apply for listing of the new notes on any securities
exchange or to arrange for them to be quoted on any automated quotation system.
We may redeem some or all of the new notes at any time at our option on the
terms set forth in this prospectus.
---------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF FACTORS YOU
SHOULD CONSIDER IN CONNECTION WITH THIS EXCHANGE OFFER.
---------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is July 26, 2002.
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE
PROVIDES YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON
IT. YOU SHOULD ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS
ACCURATE ONLY AS OF THE DATE ON THE FRONT COVER OF THIS PROSPECTUS. OUR
BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE
CHANGED SINCE THAT DATE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
EXCHANGE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THE INFORMATION

HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE ON THE COVER OF THIS
PROSPECTUS. THIS PROSPECTUS IS AN OFFER TO EXCHANGE ONLY THE NOTES OFFERED BY
THIS PROSPECTUS, BUT ONLY UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS
LAWFUL TO DO SO.
TABLE OF CONTENTS
<Table>
<S> <C>
Where You Can Find More Information......................... i
Prospectus Summary.......................................... 1
Risk Factors................................................ 9
Disclosure Regarding Forward-Looking Statements............. 17
Our Organizational Structure................................ 18
Use of Proceeds............................................. 20
Capitalization.............................................. 21
Ratios of Earnings to Fixed Charges......................... 21
Selected Historical Financial Information................... 22
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 28
Industry Overview........................................... 54
Business.................................................... 58
Management.................................................. 82
Certain Relationships and Related Party Transactions........ 92
Description of Financing Arrangements....................... 101
The Exchange Offer.......................................... 103
Description of the New Notes................................ 112
Plan of Distribution........................................ 129
Validity of the New Notes................................... 130
Experts..................................................... 130
Index to Financial Statements............................... F-1
</Table>
WHERE YOU CAN FIND MORE INFORMATION
In connection with the exchange offer, we have filed with the Securities and
Exchange Commission, or the SEC, a registration statement on Form S-4 under the
Securities Act of 1933 relating to the new notes to be issued in the exchange
offer. As permitted by SEC rules, this prospectus omits information included in
the registration statement. For a more complete understanding of this exchange
offer, you should refer to the registration statement, including its exhibits.
Statements contained in this prospectus as to the contents of any contract or
other document referred to are not necessarily complete and, in each instance,
if the contract or document is filed as an exhibit, we refer you to the copy of
the contract or other document filed as an exhibit to the registration
statement, each statement being qualified in all respects by that reference.
Following completion of the exchange offer, we will file annual, quarterly
and current reports and other information with the SEC. The public may read and
copy any reports or other information that we file with the SEC at the SEC's
public reference room, Room 1024 at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The public may obtain information on the operation of
the public reference room by calling the SEC at 1-800-SEC-0330. These documents
are also available to the public at the web site maintained by the SEC at
http://www.sec.gov. You may also obtain a copy of the exchange offer
registration statement at no cost by writing or telephoning us at the following
address:

5565 Glenridge Connector
Atlanta, Georgia 30342
Attention: Cynthia R. Irons
Telephone: (404) 236-6202
IN ORDER TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST DOCUMENTS FROM US NO
LATER THAN AUGUST 21, 2002, WHICH IS FIVE BUSINESS DAYS BEFORE THE EXPIRATION
DATE OF THE EXCHANGE OFFER ON AUGUST 28, 2002.
i
<PAGE>
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus
and may not contain all of the information that you should consider before
deciding to exchange your notes. We urge you to read this entire prospectus
carefully, including the "Risk Factors" section and the consolidated financial
statements and the notes thereto.
BUSINESS SUMMARY
OVERVIEW. We are the second largest provider of advanced mobile wireless
voice and data communications services in the United States, based on the number
of wireless subscribers. We were formed by the combination of the U.S. wireless
communications operations of SBC Communications Inc. and BellSouth Corporation,
two of the largest providers of voice and data services. We had:
- 21.8 million U.S. wireless subscribers in over 220 metropolitan areas as
of March 31, 2002;
- revenues of $3.5 billion for the quarter ended March 31, 2002;
- net income of $370 million for the quarter ended March 31, 2002; and
- total liabilities and members' capital of $22.3 billion as of March 31,
2002, including indebtedness of $12.5 billion of which 77% represented
subordinated indebtedness to SBC and BellSouth.
We offer advanced wireless voice and data communications services across an
extensive U.S. service territory, which we refer to as our "footprint", and
operate one of the largest digital wireless networks in the United States.
- We have access to licenses to provide cellular wireless communications
services and personal communications services, or "PCS", over networks
covering an aggregate population, which we refer to as "POPs", of
approximately 231 million, or approximately 81% of the U.S. population,
including in 45 of the 50 largest U.S. metropolitan areas. POPs in this
prospectus were determined based upon U.S. Census 2000 data by county,
mapped to FCC license area definitions.
- We provide cellular or PCS services in 42 of the 50 largest U.S.
metropolitan areas.
- 100% of our networks utilize digital technology.

- At March 31, 2002, 87% of our cellular and PCS customers were using
digital service, and in March 2002, 97% of our cellular and PCS minutes
of use were digital.
With 3.4 million active users of our data services at March 31, 2002, we
are a U.S. industry leader in providing advanced wireless data services and are
well-positioned to capitalize on the projected rapid growth in demand for
wireless data transmission, including e-mail, Internet access and interactive
messaging. We:
- provided advanced data services to approximately 765,000 customers as of
March 31, 2002, including the U.S. Congress and the Department of
Defense, over our separate "Mobitex" data network, which covers over 90%
of the U.S. metropolitan population, including the top 50 largest U.S.
metropolitan areas;
- had over 2.6 million active cellular and PCS users of our wireless
Internet, short messaging and other data services at March 31, 2002; and
- are in the process of deploying high-speed digital data General Packet
Radio Service, or "GPRS", service throughout our cellular and PCS
networks, as well as enhancing our network infrastructure in many of our
markets to provide a common voice standard across our networks.
For information on our competitive strengths and business strategy, please
refer to "Business -- Competitive Strengths" and "-- Business Strategy" below.
1
<PAGE>
ORGANIZATIONAL STRUCTURE
CINGULAR WIRELESS LLC. Cingular Wireless LLC is a Delaware limited
liability company formed in April 2000 whose members are certain SBC and
BellSouth subsidiaries, and Cingular Wireless Corporation, our manager. In
October 2000, SBC and BellSouth contributed to us substantially all of their
U.S. wireless voice and data businesses, as further described under "Our
Organizational Structure" below. SBC received an approximate 60% and BellSouth
received an approximate 40% economic interest in us for their contributions. SBC
and BellSouth have equal representation on the board of directors of Cingular
Wireless Corporation. Substantially all important decisions are required to be
approved by a strategic review committee of its board of directors.
CINGULAR WIRELESS CORPORATION. Cingular Wireless Corporation is a Delaware
corporation formed in April 2000 that acts as our manager and controls our
management and operations. Cingular Wireless Corporation has no material assets
of its own other than a nominal limited liability company membership interest in
us. SBC and BellSouth each own one share of super-voting Class B common stock of
Cingular Wireless Corporation through which they together have the right to
control its board of directors.
The following chart outlines our organizational structure:
(CHART)
OUR SUBSIDIARIES AND VENTURES. All of our operations are conducted through
subsidiaries or ventures, and nearly all of our assets are held by them. Most of

our subsidiaries are organized in the form of partnerships or limited liability
companies.
NONE OF SBC, BELLSOUTH, OUR MANAGER OR ANY OF OUR OR THEIR SUBSIDIARIES IS
AN OBLIGOR OR GUARANTOR ON THE NEW NOTES.
OUR PRINCIPAL OWNERS.
SBC. SBC Communications Inc. provides local and long distance phone
service, data communications, paging, high-speed Internet access and messaging
and communications equipment, as well as directory advertising and publishing.
2
<PAGE>
BellSouth. BellSouth Corporation provides domestic local and long distance
wireline and international wireless communications, as well as advertising and
directory publishing services and products. Its communications services include
data services, web design and hosting, Internet access, e-commerce and other
services to residences, businesses and institutions of all sizes.
3
<PAGE>
THE EXCHANGE OFFER
ISSUANCE OF THE OLD
NOTES...................... The old notes were issued on December 12, 2001 in a
transaction not requiring registration under the
Securities Act.
THE EXCHANGE OFFER; NEW
NOTES...................... We are offering to exchange $2,000,000,000
aggregate principal amount of new notes that have
been registered under the Securities Act for a like
principal amount of old notes of the same tenor
that noteholders properly tender and do not
withdraw before the expiration date. The new notes
may be exchanged only in minimum denominations of
$1,000 and integral multiples thereof, although
holders of old notes in certificated form may
exchange their old notes for new notes only in
minimum denominations of $250,000 and integral
multiples of $1,000. All new notes will be
represented by global notes deposited with a
custodian for, and registered in the name of, The
Depository Trust Company, or "DTC". We will issue
the new notes on or promptly after the expiration
date. See "The Exchange Offer".
EXPIRATION DATE............ The exchange offer will expire at 5:00 p.m., New
York City time, on August 28, 2002, unless extended
by us for up to 15 days. If extended, the term
"expiration date" will mean the latest date and
time to which the exchange offer is extended. We
will accept for exchange any and all old notes
which are properly tendered in the exchange offer

and not withdrawn before 5:00 p.m., New York City
time, on the expiration date.
RESALE OF NEW NOTES........ Based on interpretive letters written by the staff
of the SEC to companies other than us, we believe
that, subject to certain exceptions, the new notes
may generally be offered for resale, resold and
otherwise transferred by you, without compliance
with the registration and prospectus delivery
provisions of the Securities Act, if you:
- acquire the new notes in the ordinary course of
your business;
- do not have an arrangement or understanding with
any person to participate in a distribution of
the new notes;
- are not an affiliate of ours within the meaning
of Rule 405 under the Securities Act; and
- are not a broker-dealer that acquired the old
notes directly from us.
If our belief is inaccurate as to any holders, such
holders of new notes who offer, resell or otherwise
transfer new notes in violation of the Securities
Act may incur liability under that Act. We will not
assume or indemnify holders against this liability.
If you are a broker-dealer that purchased old notes
for your own account as part of market-making or
trading activities, you must deliver a prospectus
when you sell new notes. We have agreed under a
registration rights agreement relating to the old
notes to allow you to use this prospectus for this
purpose for a period of 180 days after the
consummation of the exchange offer.
4
<PAGE>
CONDITIONS TO THE EXCHANGE
OFFER...................... We may terminate the exchange offer before the
expiration date if we determine that our ability to
proceed with the exchange offer could be materially
impaired due to:
- any legal or governmental actions;
- any new law, statute, rule or regulation; or
- any interpretation by the staff of the SEC of any
existing law, statute, rule or regulation.
The exchange offer is not conditioned on the tender
of any minimum principal amount of old notes.

TENDER PROCEDURES --
BENEFICIAL OWNER........... If you are a beneficial owner of old notes and wish
to tender old notes that are registered in the name
of a broker, dealer, commercial bank, trust company
or other nominee, you should contact the registered
holder promptly and instruct the registered holder
to tender on your behalf.
You should follow the instructions received from
your broker or nominee with respect to tendering
procedures and contact your broker or nominee
directly.
TENDER PROCEDURES --
REGISTERED HOLDERS AND DTC
PARTICIPANTS............... If you are a registered holder of old notes and you
wish to participate in the exchange offer, you must
complete, sign and date the letter of transmittal
delivered with this prospectus. If you are a
participant in DTC and you wish to participate in
the exchange offer, you must instruct DTC to
transmit to the exchange agent an agent's message
indicating that you agree to be bound by the terms
of the letter of transmittal. You should mail or
otherwise transmit the letter of transmittal, or,
if you are a participant in DTC, instruct DTC to
send an agent's message, together with your old
notes in book-entry form, and any other required
documentation to Bank One Trust Company, N.A., as
exchange agent.
GUARANTEED DELIVERY
PROCEDURES................. If you are a holder of old notes and you wish to
tender them, but they are not immediately available
or you cannot deliver them or the letter of
transmittal to the exchange agent prior to the
expiration date, you must tender your old notes
according to special guaranteed delivery
procedures. See "The Exchange Offer -- Procedures
for Tendering -- Registered Holders and DTC
Participants -- Registered Holders".
WITHDRAWAL RIGHTS.......... You may withdraw tenders of old notes at any time
before 5:00 p.m., New York City time, on the
expiration date.
ACCEPTANCE OF OLD NOTES AND
DELIVERY OF NEW NOTES...... Subject to the satisfaction or waiver of the
conditions to the exchange offer, we will accept
for exchange any and all old notes that are
properly tendered and not withdrawn before 5:00
p.m., New York City time, on the expiration date.
The new notes will be delivered promptly after the
expiration of the exchange offer.
5

<PAGE>
EXCHANGE AGENT............. Bank One Trust Company, N.A.
EFFECT ON HOLDERS OF OLD
NOTES...................... Any old notes that remain outstanding after this
exchange offer will continue to be subject to
restrictions on their transfer. After this exchange
offer, holders of old notes will not have any
further exchange or registration rights with
respect to the old notes, with limited exceptions.
Any market for old notes that are not exchanged
could be adversely affected by the consummation of
this exchange offer.
TAX CONSEQUENCES OF
EXCHANGE OFFER............. You will not recognize any income, gain or loss for
U.S. federal income tax purposes as a result of the
exchange.
THE NEW NOTES
ISSUER..................... The new notes will be the obligations of Cingular
Wireless LLC.
THE NEW NOTES.............. - $500,000,000 of 5.625% senior notes due December
15, 2006;
- $750,000,000 of 6.50% senior notes due December
15, 2011; and
- $750,000,000 of 7.125% senior notes due December
15, 2031,
all of which have been registered under the
Securities Act.
INTEREST PAYMENT DATES..... June 15 and December 15, commencing December 15,
2002.
OPTIONAL REDEMPTION........ Like the old notes, the new notes are redeemable at
our option at any time, in whole or in part, at
redemption prices equal to their principal amount
plus any "make-whole premium" and any accrued and
unpaid interest.
RANKING.................... Like the old notes, the new notes will be our
unsecured obligations and will rank equally with
all of our unsecured and unsubordinated obligations
and senior to all subordinated debt. The new notes
will effectively rank junior to any of our secured
debt. In addition, the new notes will effectively
rank junior to all liabilities of our subsidiaries,
including secured debt and trade payables. As of
March 31, 2002:
- we and our subsidiaries had $778 million of

secured debt, including $764 million of capital
lease obligations; we were also liable for $168
million of capital lease obligations that we
contributed to our venture with VoiceStream
Wireless;
- our subsidiaries had $3.6 billion of unsecured
liabilities;
- we had $2.0 billion of unsecured unsubordinated
debt, comprised primarily of the old notes; and
- we and our subsidiaries had an aggregate of $9.7
billion of unsecured loans from SBC and
BellSouth, which are subordinated to the extent
described elsewhere in this prospectus, but which
are scheduled to mature before the new notes.
FURTHER ISSUES............. We may create and issue further 2006 notes, 2011
notes and 2031 notes ranking equally and ratably
with the new notes of that series in all respects,
so that those further notes would be consolidated
and form a single series with the new notes of that
series and would have the same terms as to status,
redemption or otherwise as the new notes of that
series.
TRUSTEE.................... Bank One Trust Company, N.A.
---------------------
The address of our principal executive office is 5565 Glenridge Connector,
Atlanta, Georgia 30342. Our phone number is (404) 236-6000.
6
<PAGE>
SUMMARY UNAUDITED FINANCIAL AND OPERATING DATA
The following table presents summary unaudited actual consolidated
financial and operating data of Cingular Wireless LLC for the three months ended
March 31, 2002 and March 31, 2001, and for the year ended December 31, 2001
compared to summary combined historical financial and operating data for
Cingular Wireless LLC, the SBC Domestic Wireless Group and the BellSouth
Domestic Wireless Group for the year ended December 31, 2000. In combining the
historical results of Cingular Wireless LLC, the SBC Domestic Wireless Group and
the BellSouth Domestic Wireless Group, inter-group transactions have been
eliminated. The data presented in this table is derived from the financial
statements and related notes which are included elsewhere in this prospectus.
You should read "Selected Historical Financial Information" relating to Cingular
Wireless LLC for a further discussion of the financial data summarized herein.
You should also read our "Management's Discussion and Analysis of Financial
Condition and Results of Operations".
We have included under "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Summary Second Quarter Operating Results"
summary unaudited financial and operating data for the three and six months