Item 8.01 Other Events.

Throughout this document, AT&T Inc. is referred to as "AT&T." On February 12, 2013, AT&T closed its sale of U.S.$1,000,000,000 aggregate principal amount of its 0.900% Global Notes due 2016 (the "Fixed Rate Notes") and U.S.$1,250,000,000 aggregate principal amount of its Floating Rate Notes due 2016 (the "Floating Rate Notes" and, together with the Fixed Rate Notes, the "Notes") pursuant to the Underwriting Agreement, dated February 7, 2013 (the "Underwriting Agreement"), between AT&T and BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives of the several Underwriters named in Schedule II thereto. The Notes were issued pursuant to that certain Indenture, dated as of November 1, 1994, between SBC Communications Inc. (now known as AT&T Inc.) and The Bank of New York Mellon, as Trustee. The Notes have been registered under the Securities Act of 1933 (the "Act") pursuant to a Registration Statement on Form S-3 (No. 333-165543) previously filed with the Securities and Exchange Commission (the "Commission") under the Act. Copies of the Underwriting Agreement, the forms of Note and the opinion of our General Counsel as to the validity of the Notes are filed as exhibits hereto and incorporated herein by reference. AT&T is filing this Current Report on Form 8-K so as to file with the Commission certain items that are to be incorporated by reference into its Registration Statement.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed as part of this report:

(d) Exhibits

1.1 Underwriting Agreement, dated February 7, 2013

4.1 Form of Fixed Rate Note due 2016

4.2 Form of Floating Rate Note due 2016

5.1 Opinion of Mr. Wayne Watts, Senior Executive Vice President and General Counsel, AT&T Inc., as to the validity of the Notes

23.1 Consent of Mr. Wayne Watts, Senior Executive Vice President and General Counsel, AT&T Inc. (included in Exhibit 5.1)

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