Obligation AT&T 3.875% ( US00206RAZ55 ) en USD

AT&T

103.5 % ▼

Etats-unis

US00206RAZ55 ( en USD )

3.875% par an ( paiement semestriel )

14/08/2021 - Obligation échue

Prospectus brochure de l'obligation AT&T US00206RAZ55 en USD 3.875%, échue

2 000 USD

1 500 000 000 USD

00206RAZ5

N/A

L'Obligation émise par AT&T ( Etats-unis ) , en USD, avec le code ISIN US00206RAZ55, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2021
L'Obligation émise par AT&T ( Etats-unis ) , en USD, avec le code ISIN US00206RAZ55, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/732717/000119312511224133/...
424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
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)
2.400% Global Notes due 2016

$1,500,000,000
99.673%

$4,977,390,000
$577,874.98
3.875% Global Notes due 2021

$1,500,000,000
99.705%

5.550% Global Notes due 2041

$2,000,000,000
99.336%

(1) Pursuant to Rule 457(r), the total registration fee for this offering is $577,874.98.
(2) A filing fee of $577,874.98 is being paid in connection with this offering.
1 of 51
8/16/2011 3:11 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/732717/000119312511224133/...
Table of Contents
Prospectus Supplement
August 15, 2011
(To Prospectus dated March 18, 2010)
U.S.$1,500,000,000 2.400% Global Notes due 2016
U.S.$1,500,000,000 3.875% Global Notes due 2021
U.S.$2,000,000,000 5.550% Global Notes due 2041

We will pay interest on the 2.400% global notes due 2016 (the "2016 Notes"), the 3.875% global notes due 2021 (the "2021
Notes") and the 5.550% global notes due 2041 (the "2041 Notes" and, together with the 2016 Notes and the 2021 Notes, the "Notes")
on February 15 and August 15 of each year. The first such payment for the Notes will be made on February 15, 2012.
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, and "Risk Factors" beginning on page 36 of
our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, which are 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
Per 2021
Per 2041

Note

Total

Note

Total

Note

Total

Initial public offering price
99.673% $1,495,095,000 99.705% $1,495,575,000 99.336% $1,986,720,000
Underwriting discounts
0.350%
$
5,250,000 0.450% $
6,750,000 0.750% $
15,000,000
Proceeds, before expenses, to AT&T
(1)
99.323% $1,489,845,000 99.255% $1,488,825,000 98.586% $1,971,720,000
(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
August 18, 2011.
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 August 18, 2011.
Joint Book-Running Managers

Barclays Capital
J.P. Morgan
RBS
UBS Investment Bank
Senior Co-Managers

Comerica Securities

US Bancorp
2 of 51
8/16/2011 3:11 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/732717/000119312511224133/...
Co-Managers

Lebenthal & Co., LLC

Siebert Capital Markets
CastleOak Securities, L.P.
Blaylock Robert Van, LLC
3 of 51
8/16/2011 3:11 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/732717/000119312511224133/...
Table of Contents
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-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
2

Description of Preferred Stock We May Offer
14
Description of Depositary Shares We May Offer
15
Description of Common Stock We May Offer
19
Plan of Distribution
22
Validity of Securities
24
Experts
24
Documents Incorporated by Reference
25
Where You Can Find More Information
25

-i-
4 of 51
8/16/2011 3:11 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/732717/000119312511224133/...
Table of Contents
SUMMARY OF THE OFFERING

Issuer
AT&T Inc.

Securities Offered
U.S.$1,500,000,000 aggregate principal amount of 2.400% global notes due
2016, U.S.$1,500,000,000 aggregate principal amount of 3.875% global notes
due 2021 and U.S.$2,000,000,000 aggregate principal amount of 5.550% global
notes due 2041.

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

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

August 15, 2041, at par, for the 2041 Notes.

Interest Rates
The 2016 Notes will bear interest from August 18, 2011 at the rate of 2.400%
per annum, the 2021 Notes will bear interest from August 18, 2011 at the rate of
3.875% per annum and the 2041 Notes will bear interest from August 18, 2011
at the rate of 5.550% 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 February 15, 2012.

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.

S-1
5 of 51
8/16/2011 3:11 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/732717/000119312511224133/...
Table of Contents
USE OF PROCEEDS
The net proceeds to AT&T from the Notes offering will be approximately $4,950,140,000, after deducting underwriting
discounts and our estimated offering expenses net of reimbursements from the underwriters. These proceeds will be used for general
corporate purposes, including the repayment of maturing debt.

S-2
6 of 51
8/16/2011 3:11 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/732717/000119312511224133/...
Table of Contents
CAPITALIZATION
The following table sets forth the capitalization of AT&T as of June 30, 2011 and as adjusted solely to reflect the issuance of
$5,000,000,000 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, including the repayment of maturing debt. AT&T's
total capital consists of debt (long-term debt and debt maturing within one year) and shareowners' equity.

As of June 30, 2011

Actual

As Adjusted

(Unaudited)
(Unaudited)

(In millions)

Long-term debt

$ 58,663
$ 63,663
Debt maturing within one year (1)

7,910

2,960

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

91,687

91,687

Retained earnings

33,687

33,687

Treasury shares (570,191,742, at cost)

(20,786)
(20,786)
Other adjustments

3,026

3,026

Shareowners' equity

$ 114,109
$ 114,109

Total Capitalization

$ 180,682
$ 180,732

(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
7 of 51
8/16/2011 3:11 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/732717/000119312511224133/...
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 2016 Notes offered by this prospectus supplement will bear interest at the rate of 2.400% per annum. We will pay interest
on our 2016 Notes in arrears on each February 15 and August 15, commencing on February 15, 2012, to the persons in whose names
our 2016 Notes are registered at the close of business on the February 1 and August 1 preceding the respective interest payment date.
The 2016 Notes will mature on August 15, 2016.
The 2021 Notes offered by this prospectus supplement will bear interest at the rate of 3.875% per annum. We will pay interest
on our 2021 Notes in arrears on each February 15 and August 15, commencing on February 15, 2012, to the persons in whose names
our 2021 Notes are registered at the close of business on the February 1 and August 1 preceding the respective interest payment date.
The 2021 Notes will mature on August 15, 2021.
The 2041 Notes offered by this prospectus supplement will bear interest at the rate of 5.550% per annum. We will pay interest
on our 2041 Notes in arrears on each February 15 and August 15, commencing on February 15, 2012, to the persons in whose names
our 2041 Notes are registered at the close of business on the February 1 and August 1 preceding the respective interest payment date.
The 2041 Notes will mature on August 15, 2041.

S-4
8 of 51
8/16/2011 3:11 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/732717/000119312511224133/...
Table of Contents
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 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 25 basis points for the 2016 Notes, 25 basis points for the 2021 Notes and 30 basis points for the
2041 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 Barclays Capital Inc. and J.P. Morgan 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.

S-5
9 of 51
8/16/2011 3:11 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/732717/000119312511224133/...
Table of Contents
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.
Form and Title
The Notes of each series 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, which we refer to as "Clearstream Luxembourg," 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. Clearstream Luxembourg and Euroclear will hold interests
on behalf of their participants through customers' securities accounts in Clearstream Luxembourg's and Euroclear's names on the
books of their respective depositaries, which in turn will hold these interests in customers' securities accounts in the names of their
respective U.S. depositaries on the books of DTC. Citibank, N.A. will act as the U.S. depositary for Clearstream Luxembourg, and
JPMorgan Chase Bank, N.A. will act as the U.S. depositary for Euroclear. Except under circumstances described below, the Notes
will not be issuable in definitive form. The laws of some states require that certain purchasers of securities take physical delivery of
their securities in definitive form. These limits and laws may impair the ability to transfer beneficial interests in the global notes.
So long as the depositary or its nominee is the registered owner of the global notes, the depositary or its nominee will be
considered the sole owner or holder of the Notes represented by the global notes for all purposes under the indenture. Except as
provided below, owners of beneficial interests in the global notes will not be entitled to have the Notes represented by the global
notes registered in their names, will not receive or be entitled to receive physical delivery of the Notes in definitive form and will not
be considered the owners or holders thereof under the indenture.
Principal and interest payments on the Notes registered in the name of the depositary or its nominee will be made to the
depositary or its nominee, as the case may be, as the registered owner of the global notes. None of us, the trustee, any paying agent or
registrar for the Notes will have any responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial interests in the global notes or for maintaining, supervising or reviewing any records relating to these beneficial
interests.
We expect that the depositary for the Notes or its nominee, upon receipt of any payment of principal or interest, will credit the
participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the
global notes as shown on the records of the depositary or its nominee. We also expect that payments by participants to owners of
beneficial interest in the global notes held through these participants will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will
be the responsibility of these participants.
If the depositary is at any time unwilling or unable to continue as depositary for the global notes of a series and a successor
depositary is not appointed by us within 90 days, we will issue the Notes of that series in definitive form in exchange for the global
notes of that series. We will also issue the Notes in definitive form in exchange for the global notes of that series if an event of default
has occurred with regard to the Notes of that series represented by the global notes and has not been cured or waived. In addition, we
may at any time and in our sole discretion determine not to have the Notes of a series represented by the global notes and, in that
event, will issue the Notes of that series in definitive form in exchange for the global notes. In any such instance, an owner of a
beneficial interest in the global notes will be entitled to physical delivery in definitive form of the Notes represented by the global
notes equal in principal amount to such beneficial interest and to have such

S-6
10 of 51
8/16/2011 3:11 PM