Filed Pursuant to Rule 424(b)(5)

SEC File No. 333-118476

Prospectus Supplement (To prospectus dated May 24, 2005)

 

U.S.$500,000,000

AT&T Inc.

 

5.625% Global Notes due 2016

 

 

 

 

We will pay interest on the 5.625% Global Notes due 2016 (the “2016 Notes”) on June 15 and December 15 of each year. The first such payment will be made on June 15, 2007. The 2016 Notes will be fully fungible, and form a single series, with the U.S.$750,000,000 principal amount of 5.625% Global Notes due 2016 issued by our predecessor company, SBC Communications Inc., in August 2004. As a result, the outstanding principal amount of 2016 Notes, after the issuance of the 2016 Notes offered hereby, will be U.S.$1,250,000,000.

 

We may redeem some or all of the 2016 Notes at any time at the “make-whole premium” price indicated under the heading “Description of the Notes — Optional Redemption of the Notes” on page S-5 of this prospectus supplement. The 2016 Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000.

 

We intend to seek to de-list the series of 2016 Notes from the Luxembourg Stock Exchange. See “Description of the Notes — General — The Notes” on page S-4 of this prospectus supplement.

 

Concurrently with this offering, AT&T Inc. will be offering U.S.$1,500,000,000 of its Floating Rate Notes due 2010 (the “Floating Rate 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.

 

 

 

 

 

 

 

The initial public offering price set forth above does not include accrued interest. Interest on the 2016 Notes will accrue from December 15, 2006.

 

 

 

 

The underwriters expect to deliver the 2016 Notes through the facilities of The Depository Trust Company, Clearstream and Euroclear against payment in New York, New York on February 6, 2007.

 

Joint Book-Running Managers

 

 

Co-Managers

 

 

Prospectus Supplement dated February 1, 2007.

 

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

Issuer		AT&T Inc. (formerly known as SBC Communications Inc. (“SBC”))
Securities Offered		U.S.$500,000,000 principal amount of 5.625% Global Notes due 2016.
Maturity Date		June 15, 2016
Interest Rate		The 2016 Notes will bear interest from December 15, 2006 at the rate of 5.625% per annum, in each case payable semi-annually in arrears in two equal payments.
Interest Payment Dates		June 15 and December 15 of each year, commencing on June 15, 2007.
Optional Redemption		The 2016 Notes are redeemable at any time, in whole or 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 2016 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 2016 Notes are not being listed on any organized exchange or market. We intend to seek to de-list the series of 2016 Notes from the Luxembourg Stock Exchange. See “Description of the Notes — General — The Notes.”
Form and Settlement		The 2016 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.
		The 2016 Notes will be fully fungible, and form a single series, with the U.S.$750,000,000 principal amount of 5.625% Global Notes due 2016 issued by our predecessor company, SBC Communications Inc., in August 2004. As a result, the outstanding principal amount of 2016 Notes, after the issuance of the 2016 Notes offered hereby, will be U.S.$1,250,000,000.
Governing Law		The 2016 Notes will be governed by the laws of the State of New York.

 

The net proceeds to AT&T from the 2016 Notes offering and the concurrent Floating Rate Notes offering will be approximately U.S.$1.99 billion, after deducting underwriting discounts and commissions and estimated offering expenses. These proceeds will be used for general corporate purposes, including repurchases of our common stock under our previously announced stock repurchase plan.

 

The following table sets forth the capitalization of AT&T as of December 31, 2006 and as adjusted solely to reflect the issuance of U.S.$500,000,000 of the 2016 Notes and U.S.$1.5 billion of the concurrently offered Floating Rate Notes, net of the underwriting discount and estimated offering expenses, and the application of the net proceeds as described under “Use of Proceeds” above assuming that the net proceeds from the sale of the two series of notes would be used in part to repurchase shares of AT&T common stock. AT&T’s total capital consists of debt (long-term debt and debt maturing within one year) and shareowners’ equity. This table reflects certain unaudited consolidated financial information for the year ended December 31, 2006 that was included in our Current Report on Form 8-K filed on January 30, 2007 and assumes that 50% of the proceeds will be used to repurchase company stock at the January 31, 2007 closing price of $37.63, with the remainder of the proceeds used to repay current borrowings.

 

 

 

 

The following table sets forth AT&T’s ratio of earnings to fixed charges for each of the periods indicated. At December 31, 2006, no preferred stock was outstanding.

 

 

For the purpose of calculating this ratio, earnings consist of income before income taxes, extraordinary items, cumulative effect of changes in accounting principles, interest expense, dividends on preferred securities and one-third of rental expense (the portion of rentals representative of the interest factor). Fixed charges include total interest charges on indebtedness, dividends on preferred securities and one-third of rental expense.

 

The pro forma calculation of ratios of earnings to fixed charges is derived from the historical consolidated financial statements of AT&T and BellSouth Corporation (“BLS”) using the purchase method of accounting. AT&T is treated as the acquirer and assumes the acquisition of BLS had been completed on January 1, 2005. Further pro forma income information is included in AT&T’s Current Report on Form 8-K filed on January 30, 2007. For purposes of calculating this ratio, the undistributed earnings from equity investments held by BLS are included.

 

The following description of the general terms of the 2016 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 2016 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 2016 Notes will be our unsecured and unsubordinated obligations and will rank pari passu with all other indebtedness issued under our indenture. The 2016 Notes will form a single series with the U.S.$750,000,000 principal amount of 5.625% Global Notes due 2016, which were previously issued by our predecessor company, SBC Communications Inc., in August 2004, under the indenture. We will issue the 2016 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 2016 Notes, a business day means a business day in The City of New York and London.

 

The Notes

 

The 2016 Notes offered by this prospectus supplement will bear interest at the rate of 5.625% per annum. We will pay interest on our 2016 Notes in arrears on each June 15 and December 15, commencing on June 15, 2007, to the persons in whose names our 2016 Notes are registered at the close of business on June 1 and December 1 preceding the respective interest payment date. The 2016 Notes mature on June 15, 2016.

 

The 2016 Notes offered by this prospectus supplement form a part of the series of AT&T’s 5.625% Global Notes due 2016 and have the same terms as the other 2016 Notes of this series issued by our predecessor company, SBC Communications Inc., in August 2004. The 2016 Notes offered by this prospectus supplement will have the same CUSIP and ISIN numbers as those other 2016 Notes, will trade interchangeably with those other 2016 Notes immediately upon settlement and will increase the aggregate principal amount of the 2016 Notes to U.S.$1,250,000,000. Our 5.625% Global Notes due 2016 issued in August 2004 were listed on the Luxembourg Stock Exchange, but the 2016 Notes offered by this prospectus supplement will not be listed. We intend to seek to de-list the series of 2016 Notes from the Luxembourg Stock Exchange.

 

Optional Redemption of the Notes

 

Our 2016 Notes will be redeemable, as a whole or in part, at our option, at any time, on at least 30 days’, but not more than 60 days’, prior notice mailed to the registered address of each holder of our 2016 Notes. The redemption price will be equal to the greater of (1) 100% of the principal amount of the 2016 Notes 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) and 20 basis points. 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, 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 2016 Notes 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 2016 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, (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 the Reference Treasury Dealer and any redemption date, 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 the 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 Banc of America Securities LLC and its respective affiliates, all of which are primary U.S. Government securities dealers, and their respective successors and, at our option, other nationally recognized investment banking firms that are primary U.S. government securities dealers. If the foregoing or its affiliates shall cease to be a primary U.S. Government securities dealer in The City of New York (a “Primary Treasury Dealer”), we shall substitute therefor another Primary Treasury Dealer.

 

“Remaining Scheduled Payments” means, with respect to each 2016 Note to be redeemed, the remaining scheduled payments of principal of and interest on the 2016 Note that would be due after the related redemption date but before the redemption. If that redemption date is not an interest payment date with respect to a 2016 Note, the amount of the next succeeding scheduled interest payment on the 2016 Note will be reduced by the amount of interest accrued on the 2016 Note to the redemption date.

 

On and after the redemption date, interest will cease to accrue on the 2016 Notes or any portion of the 2016 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 2016 Notes to be redeemed on that date.

 

In the case of any partial redemption, selection of the 2016 Notes 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 2016 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, 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, our 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 our 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 notes represented by the global notes registered in their names, will not receive or be entitled to receive physical delivery of notes in definitive form and will not be considered the owners or holders thereof under the indenture.

 

Principal and interest payments on 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 our 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 our 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 and a successor depositary is not appointed by us within 90 days, we will issue notes in definitive form in exchange for the global notes. We will also issue notes in definitive form in exchange for the global notes if an event of default has occurred with regard to the 2016 Notes 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 our notes represented by the global notes and, in that event, will issue our notes 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 notes represented by the global notes equal in principal amount to such beneficial interest and to have such notes registered in its name. Notes so issued in definitive form will be issued as registered notes in minimum denominations of $2,000 and integral multiples of $1,000 thereafter, unless otherwise specified by us. Our definitive notes can be transferred by presentation for registration to the registrar at its New York office and must be duly endorsed by the holder or his attorney duly authorized in writing, or accompanied by a written instrument or instruments of transfer in form satisfactory to us or the trustee duly executed by the holder or his attorney duly authorized in writing. We may require payment of a sum sufficient to cover any tax

or other governmental charge that may be imposed in connection with any exchange or registration of transfer of definitive notes.

 

The Clearing Systems

 

DTC.  The depositary has advised us as follows: the depositary is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. The depositary holds securities deposited with it by its participants and facilitates the settlement of transactions among its participants in such securities through electronic computerized book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The depositary’s participants include securities brokers and dealers (including the underwriters), banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own the depositary. Access to the depositary’s book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

 

According to the depositary, the foregoing information with respect to the depositary has been provided to the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

 

Clearstream Luxembourg.  Clearstream Luxembourg advises that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream Luxembourg holds securities for its participating organizations and facilitates the clearance and settlement of securities transactions between Clearstream Luxembourg participants through electronic book-entry changes in accounts of Clearstream Luxembourg participants, thereby eliminating the need for physical movement of certificates. Clearstream Luxembourg provides to Clearstream Luxembourg participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream Luxembourg interfaces with domestic markets in several countries. As a professional depositary, Clearstream Luxembourg is subject to regulation by the Luxembourg Monetary Institute. Clearstream Luxembourg participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriters. Indirect access to Clearstream Luxembourg is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Luxembourg participant either directly or indirectly.

 

Distributions with respect to the 2016 Notes held beneficially through Clearstream Luxembourg will be credited to cash accounts of Clearstream Luxembourg participants in accordance with its rules and procedures, to the extent received by the U.S. depositary for Clearstream Luxembourg.

 

Euroclear.  Euroclear has advised that it was created in 1968 to hold securities for its participants and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, eliminating the need for physical movement of certificates and eliminating any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. The Euroclear System is owned by Euroclear Clearance System Public Limited Company (ECSplc) and operated through a license agreement by Euroclear Bank S.A./N.V., a bank incorporated under the laws of the Kingdom of Belgium as the “Euroclear operator.”

 

The Euroclear operator holds securities and book-entry interests in securities for participating organizations and facilitates the clearance and settlement of securities transactions between Euroclear participants, and between Euroclear participants and participants of certain other securities intermediaries through electronic book-entry changes in accounts of such participants or other securities intermediaries.

 

The Euroclear operator provides Euroclear participants, among other things, with safekeeping, administration, clearance and settlement, securities lending and borrowing, and related services.

 

Non-participants of Euroclear may hold and transfer book-entry interests in the securities through accounts with a direct participant of Euroclear or any other securities intermediary that holds a book-entry interest in the securities through one or more securities intermediaries standing between such other securities intermediary and the Euroclear operator.

 

The Euroclear operator is regulated and examined by the Belgian Banking and Finance Commission and the National Bank of Belgium.

 

Securities clearance accounts and cash accounts with the Euroclear operator are governed by the “Terms and Conditions Governing Use of Euroclear” and the related operating procedures of the Euroclear System, and applicable Belgian law, which are collectively referred to as the “terms and conditions.” The terms and conditions govern transfers of notes and cash within Euroclear, withdrawals of notes and cash from Euroclear, and receipts of payments with respect to notes in Euroclear. All notes in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear operator acts under the terms and conditions only on behalf of Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants.

 

Distributions with respect to the 2016 Notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear participants in accordance with the terms and conditions, to the extent received by the U.S. depositary for Euroclear.

 

Global Clearance and Settlement Procedures

 

Initial settlement for the 2016 Notes will be made in same-day U.S. dollar funds.

 

Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules. Secondary market trading between Clearstream Luxembourg participants and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream Luxembourg and Euroclear and will be settled using the procedures applicable to conventional eurobonds.

 

Cross-market transfers between persons holding directly or indirectly through DTC participants, on the one hand, and directly or indirectly through Clearstream Luxembourg or Euroclear participants, on the other hand, will be effected in DTC in accordance with DTC rules on behalf of the relevant international clearing system by its U.S. depositary. However, cross-market transactions will require delivery of instructions to the relevant international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines (European time). The relevant international clearing system will, if a transaction meets its settlement requirements, deliver instructions to its U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC. Clearstream Luxembourg participants and Euroclear participants may not deliver instructions directly to the respective U.S. depositary.

 

Because of time-zone differences, credits of notes received in Clearstream Luxembourg or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. These credits or any transactions in the 2016 Notes settled during the processing will be reported to the relevant Clearstream Luxembourg or Euroclear participants on that business day. Cash received in Clearstream Luxembourg or Euroclear as a result of sales of notes by or through a Clearstream Luxembourg participant or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream Luxembourg or Euroclear cash account only as of the business day following settlement in DTC.

 

Although it is expected that DTC, Clearstream Luxembourg and Euroclear will follow the foregoing procedures in order to facilitate transfers of notes among participants of DTC, Clearstream Luxembourg and Euroclear, they are under no obligation to perform or continue such procedures and such procedures may be changed or discontinued at any time.

 

Payment of Additional Amounts

 

We will, subject to the exceptions and limitations set forth below, pay as additional interest on our notes such additional amounts as are necessary so that the net payment by us or a paying agent of the principal of and interest on our notes to a person that is a United States alien holder (as defined under the heading “United States Tax Considerations — United States Alien Holders” below), after deduction for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount that would have been payable in respect of our notes had no withholding or deduction been required.

 

Our obligation to pay additional amounts shall not apply:

 

(1)  to any tax, assessment or governmental charge that is imposed or withheld solely because the beneficial owner, or a fiduciary, settlor, beneficiary or member of the beneficial owner if the beneficial owner is an estate, trust or partnership, or a person holding a power over an estate or trust administered by a fiduciary holder:

 

(a)  is or was present or engaged in trade or business in the United States or has or had a permanent establishment in the United States;

 

(b)  is or was a citizen or resident or is or was treated as a resident of the United States;

 

(c)  is or was a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or is or was a corporation that has accumulated earnings to avoid United States federal income tax; or

 

(d)  is or was a “10-percent shareholder” of AT&T;

 

(2)  to any holder that is not the sole beneficial owner of our notes, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that the beneficial owner, a beneficiary or settlor with respect to the fiduciary, or a member of the partnership would not have been entitled to the payment of an additional amount had such beneficial owner, beneficiary, settlor or member received directly its beneficial or distributive share of the payment;

 

(3)  to any tax, assessment or governmental charge that is imposed or withheld solely because the beneficial owner or any other person failed to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of our notes, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;

 

(4)  to any tax, assessment or governmental charge that is imposed other than by deduction or withholding by AT&T or a paying agent from the payment;

 

(5)  to any tax, assessment or governmental charge that is imposed or withheld solely because of a change in law, regulation, or administrative or judicial interpretation that becomes effective after the day on which the payment becomes due or is duly provided for, whichever occurs later;

 

(6)  to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or any similar tax, assessment or governmental charge;

 

(7)  to any tax, assessment or other governmental charge any paying agent (which term may include us) must withhold from any payment of principal of or interest on any note, if such payment can be made without such withholding by any other paying agent; or

 

(8)  in the case of any combination of the above items.

 

Our notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable. Except as specifically provided under this heading “— Payment of Additional Amounts” and under the heading “— Redemption Upon a Tax Event,” we do not have to make any payment

with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority.

 

In particular, we will not pay additional amounts on any note

 

 

Redemption Upon a Tax Event

 

If (a) we become or will become obligated to pay additional amounts as described herein under the heading “— Payment of Additional Amounts” as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, any official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after August 11, 2004, or (b) a taxing authority of the United States takes an action on or after August 11, 2004), whether or not with respect to us or any of our affiliates, that results in a substantial probability that we will or may be required to pay such additional amounts, then we may, at our option, redeem, as a whole, but not in part, our notes on any interest payment date on not less than 30 nor more than 60 calendar days’ prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued thereon to the date fixed for redemption. However, we may determine, in our business judgment, that the obligation to pay these additional amounts cannot be avoided by the use of reasonable measures available to us, not including substitution of the obligor under our notes. No redemption pursuant to (b) above may be made unless we shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that we will or may be required to pay the additional amounts described herein under the heading “— Payment of Additional Amounts” and we shall have delivered to the trustee a certificate, signed by a duly authorized officer, stating that based on such opinion we are entitled to redeem our notes pursuant to their terms.

 

Further Issues

 

We may from time to time, without notice to or the consent of the holders of the 2016 Notes, create and issue further notes ranking equally and ratably with the 2016 Notes in all respects, or in all respects except for the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of those further notes. Any further notes will have the same terms as to status, redemption or otherwise as the 2016 Notes. Any further notes shall be issued pursuant to a resolution of our board of directors, a supplement to the indenture, or under an officers’ certificate pursuant to the indenture.

 

Notices

 

Notices to holders of our notes will be published in authorized newspapers in The City of New York and in London and, so long as our 2016 Notes are listed on the Luxembourg Stock Exchange, in Luxembourg. As long as our 2016 Notes are listed on the Luxembourg Stock Exchange, these notices will only be valid if the notice is published in a daily leading newspaper with general circulation in Luxembourg. It is expected that publication will be made in The City of New York in The Wall Street Journal and in London in the Financial Times and, in the case of the 2016 Notes, in Luxembourg in the Luxemburger Wort. We will be deemed to have given this notice on the date of each publication or, if published more than once, on the date of the first publication.

 

Prescription Period

 

Any money that we deposit with the trustee or any paying agent for the payment of principal or any interest on any global note that remains unclaimed for two years after the date upon which the principal and interest are due and payable will be repaid to us upon our request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by mandatory provisions of any unclaimed property law, the holder of the global note will be able to seek any payment to which that holder may be entitled to collect only from us.

 

Governing Law

 

The 2016 Notes will be governed by and interpreted in accordance with the laws of the State of New York.

 

This section describes the material United States federal income tax consequences of owning the 2016 Notes we are offering. It applies to you only if you acquire notes in the offering at the offering price and you hold your notes as capital assets for tax purposes. This section does not apply to you if you are a member of a class of holders subject to special rules, such as:

 

 

This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the Internal Revenue Code, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.

 

If you purchase notes at a price other than the offering price, the amortizable bond premium or market discount rules may also apply to you. You should consult your tax advisor regarding this possibility.

 

Please consult your tax advisor concerning the consequences of owning these notes, in your particular circumstances, under the Internal Revenue Code and the laws of any other taxing jurisdiction.

 

United States Holders

 

This subsection describes the United States federal income tax consequences to a United States holder. You are a United States holder if you are the beneficial owner of a note and you are:

 

 

If you are not a United States holder, this subsection does not apply to you and you should refer to “— United States Alien Holders” below.

 

Payments of Interest.  You will be taxed on interest on your note as ordinary income at the time you receive the interest or when it accrues, depending on your method of accounting for tax purposes, except that an amount of your first interest payment that equals the amount of accrued but unpaid interest on the date you acquire your notes will be treated as a non-taxable return of capital.

 

Purchase, Sale and Retirement of the Notes.  Your tax basis in your note generally will be its cost, but will be reduced by any amount that is attributable to accrued but unpaid interest on the date you acquire your note and that has actually been paid to you. You will generally recognize capital gain or loss on the sale or retirement of your note equal to the difference between the amounts you realize on the sale or retirement, excluding any amounts attributable to accrued but unpaid interest, and your tax basis in your note. Capital

gain of a non-corporate United States holder that is recognized before January 1, 2011 is generally taxed at a maximum rate of 15% where the holder has a holding period greater than one year.

 

United States Alien Holders

 

This subsection describes the United States federal income tax consequences to a United States alien holder. You are a United States alien holder if you are the beneficial owner of a note and you are, for United States federal income tax purposes:

 

 

If you are a United States holder, this subsection does not apply to you.

 

Under United States federal income and estate tax law, and subject to the discussion of backup withholding below, if you are a United States alien holder of a note:

 

 

 

 

 

 

 

 

 

 

 

Further, a note held by an individual who at death is not a citizen or resident of the United States will not be includible in the individual’s gross estate for United States federal estate tax purposes if:

 

 

Backup Withholding and Information Reporting

 

United States Holders

 

In general, if you are a non-corporate United States holder, we and other payors are required to report to the Internal Revenue Service all payments of principal, any premium and interest on your note. In addition, we and other payors are required to report to the Internal Revenue Service any payment of proceeds of the sale of your note before maturity within the United States. Additionally, backup withholding will apply to any payments if you fail to provide an accurate taxpayer identification number, or you are notified by the Internal Revenue Service that you have failed to report all interest and dividends required to be shown on your federal income tax returns.

 

United States Alien Holders

 

In general, if you are a United States alien holder, payments of principal, premium or interest made by us and other payors to you will not be subject to backup withholding and information reporting, provided that the certification requirements described above under “— United States Alien Holders” are satisfied or you otherwise establish an exemption. However, we and other payors are required to report payments of interest on your notes on Internal Revenue Service Form 1042-S even if the payments are not otherwise subject to information reporting requirements. In addition, payment of the proceeds from the sale of notes effected at a

United States office of a broker will not be subject to backup withholding and information reporting provided that:

 

 

 

 

If you fail to establish an exemption and the broker does not possess adequate documentation of your status as a non-United States person, the payments may be subject to information reporting and backup withholding. However, backup withholding will not apply with respect to payments made to an offshore account maintained by you unless the broker has actual knowledge that you are a United States person.

 

In general, payment of the proceeds from the sale of notes effected at a foreign office of a broker will not be subject to information reporting or backup withholding. However, a sale effected at a foreign office of a broker will be subject to information reporting and backup withholding if:

 

 

unless the broker does not have actual knowledge or reason to know that you are a United States person and the documentation requirements described above (relating to a sale of notes effected at a United States office of a broker) are met or you otherwise establish an exemption.

 

In addition, payment of the proceeds from the sale of notes effected at a foreign office of a broker will be subject to information reporting if the broker is:

 

 

 

unless the broker does not have actual knowledge or reason to know that you are a United States person and the documentation requirements described above (relating to a sale of notes effected at a United States office of a broker) are met or you otherwise establish an exemption. Backup withholding will apply if the sale is subject to information reporting and the broker has actual knowledge that you are a United States person.

 

We and the underwriters for the offering named below have entered into an underwriting agreement with respect to the 2016 Notes. Subject to certain conditions, each underwriter has severally agreed to purchase the principal amount of the 2016 Notes indicated in the following table. Banc of America Securities LLC, Utendahl Capital Group, L.L.C. and The Williams Capital Group, L.P. are the representatives of the underwriters.

 

 

The underwriters are committed to take and pay for all of the 2016 Notes being offered, if any are taken.

 

2016 Notes sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus supplement. Any 2016 Notes sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price of up to 0.19% of the principal amount of the 2016 Notes. Any such securities dealers may resell any 2016 Notes purchased from the underwriters to certain other brokers or dealers at a discount from the initial public offering price of up to 0.25% of the principal amount of the 2016 Notes. If all the 2016 Notes are not sold at the initial public offering price, the underwriters may change the offering price and the other selling terms.

 

In connection with the offering, the underwriters may purchase and sell 2016 Notes in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of 2016 Notes than they are required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the 2016 Notes while the offering is in progress.

 

The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased 2016 Notes sold by or for the account of such underwriter in stabilizing or short covering transactions.

 

These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the 2016 Notes. As a result, the price of the 2016 Notes may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected in the over-the-counter market or otherwise.

 

The 2016 Notes are being offered for sale in the United States and in jurisdictions outside the United States, subject to applicable law.

 

Each of the underwriters has agreed that it will not offer, sell or deliver any of the 2016 Notes, directly or indirectly, or distribute this prospectus supplement or the accompanying prospectus or any other offering material relating to the 2016 Notes, in or from any jurisdiction except under circumstances that will to the best knowledge and belief of such underwriter result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on us except as set forth in the underwriting agreement.

 

Each underwriter has represented and agreed that: (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, known as “FSMA”) received by it in connection with the issue or sale of the 2016 Notes in circumstances in which Section 21(1) of the FSMA does not apply to AT&T; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the 2016 Notes in, from or otherwise involving the United Kingdom.

 

In relation to each Member State of the European Economic Area (Iceland, Norway and Liechtenstein, in addition to the member states of the European Union) which has implemented the Prospectus Directive (each a “Relevant Member State”), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of 2016 Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the 2016 Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of 2016 Notes to the public in that Relevant Member State at any time:

 

 

For the purposes of this provision, the expression “offer of notes to the public” in relation to any 2016 Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the 2016 Notes to be offered so as to enable an investor to decide to purchase or subscribe the 2016 Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

 

The 2016 Notes may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the 2016 Notes may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to 2016 Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.

 

The 2016 Notes have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the 2016 Notes in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan.

 

This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the 2016 Notes may not be circulated or distributed, nor may the 2016 Notes be offered or sold, or be made the subject of an invitation for subscription or

purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

 

Whether the 2016 Notes are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the 2016 Notes under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

 

We estimate that our share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $125,000. The underwriters have agreed to reimburse certain of our estimated expenses, excluding underwriting discounts and commissions, in connection with this offering.

 

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

 

Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses. Certain of the underwriters are dealers under our commercial paper program and may receive proceeds from this offering.

 

We have been advised that certain underwriters may make the 2016 Notes available for distribution on the Internet through a third-party system operated by Market Axess Corporation, an Internet-based communications technology provider. We have also been advised by such underwriters that Market Axess Corporation is providing the system as a conduit for communications between such underwriters and their respective customers and is not a party to any transactions. Market Axess Corporation is a registered broker-dealer and will receive compensation from such underwriters based on transactions conducted through the system. Such underwriters will make the 2016 Notes available to their respective customers through the Internet on the same terms as distributions of the 2016 Notes made through other channels. Other than this prospectus supplement, the accompanying prospectus and any registration statement of which they form a part, each in electronic format as filed with the SEC, the information on any web site is not a part of this prospectus supplement, the accompanying prospectus or any registration statement of which they form a part.

 

James D. Ellis, Senior Executive Vice President and General Counsel of AT&T, is passing upon the validity of the 2016 Notes for us.

 

Sullivan & Cromwell LLP, New York, New York, is passing upon the validity of the 2016 Notes for the underwriters. Sullivan & Cromwell LLP from time to time performs legal services for us.

 

 

 

 

 

U.S.$500,000,000

 

AT&T Inc.

 

5.625% Global Notes due 2016

 

 

PROSPECTUS SUPPLEMENT

 

 

Joint Book-Running Managers

 

 

 

 

 

 

Co-Managers