Obligation ATT 4.85% ( US00206RHK14 ) en USD

ATT

100 % ▲

Etats-unis

US00206RHK14 ( en USD )

4.85% par an ( paiement semestriel )

28/02/2039

Prospectus brochure de l'obligation AT&T US00206RHK14 en USD 4.85%, échéance 28/02/2039

2 000 USD

2 000 000 000 USD

00206RHK1

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

01/09/2025 ( Dans 48 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 US00206RHK14, paye un coupon de 4.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2039

L'Obligation émise par ATT ( Etats-unis ) , en USD, avec le code ISIN US00206RHK14, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par ATT ( Etats-unis ) , en USD, avec le code ISIN US00206RHK14, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d708263d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
SEC File No. 333-209718
CALCULATION OF REGISTRATION FEE

Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price
Registration Fee (1)(2)
4.350% Global Notes due 2029

$3,000,000,000

99.508%

$2,985,240,000

$361,811.09
4.850% Global Notes due 2039

$2,000,000,000

95.291%

$1,905,820,000

$230,985.38

(1)
Pursuant to Rule 457(r), the total registration fee for this offering is $592,796.47.
(2)
A filing fee of $592,796.47 is being paid in connection with this offering.
Table of Contents
Prospectus Supplement February 13, 2019
(To Prospectus dated February 25, 2016)
U.S.$5,000,000,000

AT&T Inc.
U.S.$3,000,000,000 4.350% Global Notes due 2029
U.S.$2,000,000,000 4.850% Global Notes due 2039

We will pay interest on the 4.350% Global Notes due 2029 (the "2029 Notes") and the 4.850% Global Notes due 2039 (the "2039 Notes" and,
together with the 2029 Notes, the "Notes") on March 1 and September 1 of each year, commencing on September 1, 2019. The 2029 Notes will mature
on March 1, 2029 and the 2039 Notes will mature on March 1, 2039.
We may redeem some or all of the Notes at any time and from time to time at the prices and at the times indicated for each series under the heading
"Description of the Notes -- The Notes -- Optional Redemption" beginning on page S-5 of this prospectus supplement. The Notes will be issued in
minimum denominations of $2,000 and integral multiples of $1,000 thereafter.
See "Risk Factors" beginning on page 37 of our 2017 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, 2017 and "Risk Factors"
beginning on page 72 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018,
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 2029 Note

Total

Per 2039 Note

Total

Initial public offering price

99.508%
$2,985,240,000

95.291%
$1,905,820,000
Underwriting discounts

0.400%
$
12,000,000

0.600%
$
12,000,000
Proceeds, before expenses, to AT&T(1)

99.108%
$2,973,240,000

94.691%
$1,893,820,000

(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 February 19, 2019.
The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its
participants, including Clearstream Banking S.A. and Euroclear Bank S.A./N.V., against payment in New York, New York on February 19, 2019.
https://www.sec.gov/Archives/edgar/data/732717/000119312519042434/d708263d424b2.htm[2/15/2019 4:26:26 PM]

424B2
Joint Book-Running Managers

BNP PARIBAS
Goldman Sachs & Co. LLC
Morgan Stanley

Wells Fargo Securities

BBVA
COMMERZBANK
Loop
Mizuho
MUFG
Santander
SOCIETE
SMBC Nikko
Capital
Securities
GENERALE

Markets

Senior Co-Managers

Academy Securities

HSBC

ICBC Standard Bank

Scotiabank
Co-Managers

C.L. King & Associates

Cabrera Capital Markets, LLC

CastleOak Securities, L.P.

Drexel Hamilton

MFR Securities, Inc.
Ramirez & Co., Inc.
Siebert Cisneros Shank &
The Williams

Co., L.L.C.

Capital Group, L.P.
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.
The Notes are offered globally for sale in those jurisdictions in the United States, Canada, Europe, Asia and elsewhere where it is lawful to
make such offers.
PRIIPs Regulation / Prospectus Directive / Prohibition of sales to EEA retail investors The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"). Consequently no key information document required
by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
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
TABLE OF CONTENTS
Prospectus Supplement

Page
Summary
S-1
Use of Proceeds
S-3
Capitalization
S-4
Description of the Notes
S-5
United States Tax Considerations
S-13
Underwriting
S-18
https://www.sec.gov/Archives/edgar/data/732717/000119312519042434/d708263d424b2.htm[2/15/2019 4:26:26 PM]

424B2
Validity of Securities
S-23
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
1
Description of Preferred Stock We May Offer
13
Description of Depositary Shares We May Offer
14
Description of Common Stock We May Offer
17
Plan of Distribution
20
Validity of Securities
22
Experts
22
Documents Incorporated by Reference
22
Where You Can Find More Information
23
Table of Contents
SUMMARY
Summary of the Notes Offering

Issuer
AT&T Inc.

Securities Offered
U.S.$3,000,000,000 aggregate principal amount of 4.350% Global Notes due 2029 (the
"2029 Notes").
U.S.$2,000,000,000 aggregate principal amount of 4.850% Global Notes due 2039 (the
"2039 Notes" and, together with the 2029 Notes, the "Notes").

Maturity Date
March 1, 2029, at par, for the 2029 Notes.
March 1, 2039, at par, for the 2039 Notes.

Interest Rate
The 2029 Notes will bear interest from February 19, 2019 at the rate of 4.350% per annum
and the 2039 Notes will bear interest from February 19, 2019 at the rate of 4.850% per
annum. Interest on each series of Notes will be payable semi-annually in arrears in two equal
payments.

Interest Payment Dates
March 1 and September 1 of each year, commencing on September 1, 2019.

Optional Redemption
At any time prior to the applicable Par Call Date (as set forth in the table below), each series
of Notes may be redeemed 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, at a make-whole call equal
to the greater of (i) 100% of the principal amount of the Notes of such series to be redeemed
or (ii) the sum of the present values of the remaining scheduled payments of principal and
interest 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 plus the
applicable Make-Whole Spread (as set forth in the table below), calculated by AT&T. At any
time on or after the applicable Par Call Date, each series of Notes may be redeemed 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, at a redemption price equal to 100% of the principal amount
of such series of Notes to be redeemed. In each case, accrued but unpaid interest will be
payable to the redemption date.

Make-Whole
Series

Par Call Date

Spread

2029 Notes

December 1, 2028

30 bps
2039 Notes

September 1, 2038

35 bps
https://www.sec.gov/Archives/edgar/data/732717/000119312519042434/d708263d424b2.htm[2/15/2019 4:26:26 PM]

424B2

See "Description of the Notes -- The Notes -- Optional Redemption."

S-1
Table of Contents
The Notes of each series are also redeemable at our option in connection with certain tax

events. See "Description of the Notes -- Redemption Upon a Tax Event."

Markets
The Notes are offered for sale in those jurisdictions in the United States, Canada, Europe,
Asia and elsewhere 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 S.A. 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 Luxembourg 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.
Recent Developments
A putative stockholder class action lawsuit has been filed in connection with statements made in the registration statement and prospectus on
Form S-4 (the "S-4"), filed by AT&T with the Securities and Exchange Commission in connection with AT&T's acquisition of Time Warner Inc.
("Time Warner"). The action, Hoffman v. Stephenson et al. (the "Hoffman Complaint"), filed on February 7, 2019 in the Supreme Court of the State
of New York, County of New York, alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended, by AT&T and
certain of AT&T's current officers and directors based on alleged misrepresentations and omissions in the S-4 relating to trends in its then
Entertainment Group segment and in particular with respect to the number of subscribers to AT&T's DIRECTV NOW service. The plaintiff in the
Hoffman Complaint seeks damages, attorneys' fees and costs, rescission, disgorgement and other and further relief. AT&T believes the claims in the
Hoffman Complaint are without merit and AT&T will vigorously defend its legal position in court.

S-2
Table of Contents
USE OF PROCEEDS
The net proceeds to AT&T from the Notes offering will be approximately $4,867,060,000 after deducting the underwriting discounts and our
estimated offering expenses, net of reimbursement from the underwriters. AT&T intends to use these proceeds, together with approximately
$2,000,000,000 in cash on hand, to redeem or repay (i) $890,148,000 aggregate outstanding principal amount of 5.200% Global Notes due 2020 issued by
AT&T, (ii) $1,119,880,000 aggregate outstanding principal amount of 5.000% Global Notes due 2021 issued by AT&T, (iii) $37,875,000 aggregate
outstanding principal amount of 4.600% Senior Notes due 2021 issued by DIRECTV Holdings LLC, a Delaware limited liability company, and DIRECTV
https://www.sec.gov/Archives/edgar/data/732717/000119312519042434/d708263d424b2.htm[2/15/2019 4:26:26 PM]

424B2
Financing Co., Inc., a Delaware corporation (together, "DIRECTV"), (iv) $39,924,000 aggregate outstanding principal amount of 5.000% Senior Notes due
2021 issued by DIRECTV, (v) $1,000,000,000 aggregate outstanding principal amount of 4.700% Notes due 2021 issued by Time Warner and
(vi) $1,000,000,000 aggregate outstanding principal amount of 4.750% Notes due 2021 issued by Time Warner and to pay related premiums, accrued
interest and fees and expenses associated with such redemption or repayment. This prospectus supplement shall not constitute a notice of redemption with
respect to any of the foregoing series of notes. Excess proceeds will be used to pay all amounts outstanding under the Tranche A facility under AT&T's
Term Loan Credit Agreement, dated as of November 15, 2016, with JPMorgan Chase Bank, N.A., as agent (the "JPM Tranche A Facility"). The JPM
Tranche A Facility bears interest at an annual interest rate of LIBOR plus 1.125% and matures on December 14, 2020. The proceeds of the JPM Tranche A
Facility borrowings were used to fund the acquisition of Time Warner.

S-3
Table of Contents
CAPITALIZATION
The following table sets forth the capitalization of AT&T as of December 31, 2018 and as adjusted solely to reflect the issuance of $5,000,000,000
of the Notes and the application of the net proceeds as described under "Use of Proceeds" above assuming that (i) a portion of the net proceeds from the
sale of the Notes, together with approximately $2,000,000,000 in cash on hand, would be used to redeem or repay senior notes issued by AT&T and/or one
or more of its subsidiaries and to pay related premiums, accrued interest and fees and expenses associated with such redemption or repayment and (ii)
excess proceeds would be used to pay all amounts outstanding under the JPM Tranche A Facility. The table reflects certain unaudited consolidated
financial information as of December 31, 2018 that was included in our Current Report on Form 8-K filed on January 30, 2019. AT&T's total capital
consists of debt (long-term debt and debt maturing within one year) and stockholders' equity.

As of December 31, 2018

Actual
As Adjusted

(Unaudited)

(In millions)

Long-term debt

$166,250
$ 164,537
Debt maturing within one year (1)

10,255

10,255
Stockholders' equity:

Common shares ($1 par value, 14,000,000,000 authorized)

7,621

7,621
Capital in excess of par value

125,525

125,525
Retained earnings

58,753

58,753
Treasury shares

(12,059)

(12,059)
Other adjustments

14,044

14,044
Stockholders' equity

$193,884
$ 193,884

Total Capitalization

$370,389
$ 368,676

(1)
Debt maturing within one year consists of the current portion of long-term debt and commercial paper and other short-term borrowings.

S-4
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, dated as of May 15, 2013, with The Bank of New York Mellon Trust Company, N.A., acting as
trustee, as described under "Description of Debt Securities We May Offer" in the accompanying prospectus. The Notes will be our unsecured and
unsubordinated obligations and will rank pari passu with all other indebtedness issued under our indenture. The Notes will constitute two separate series
under the indenture. We will issue the Notes in fully registered form only and in minimum denominations of $2,000 and integral multiples of $1,000
thereafter.
We may issue definitive Notes in the limited circumstances set forth in "-- Form and Title" below. If we issue definitive Notes, principal of and
https://www.sec.gov/Archives/edgar/data/732717/000119312519042434/d708263d424b2.htm[2/15/2019 4:26:26 PM]

424B2
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 Trust Company, N.A., the paying agent and registrar for our
Notes, currently located at 601 Travis Street, 16th Floor, Houston, Texas 77002. 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.
The Notes
For purposes of the Notes, a business day means a business day in The City of New York.
The 2029 Notes offered by this prospectus supplement will initially be limited to $3,000,000,000 aggregate principal amount and will bear interest at
the rate of 4.350% per annum and the 2039 Notes offered by this prospectus supplement will initially be limited to $2,000,000,000 aggregate principal
amount and will bear interest at the rate of 4.850% per annum. We will pay interest on our 2029 Notes and our 2039 Notes in arrears on each March 1 and
September 1, commencing on September 1, 2019 to the persons in whose names the Notes are registered at the close of business on the fifteenth day
preceding the respective interest payment date. The 2029 Notes will mature on March 1, 2029 and the 2039 Notes will mature on March 1, 2039.
Optional Redemption
Each series of Notes may be redeemed at any time prior to the applicable Par Call Date (as set forth in the table below), 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 (or otherwise transmitted in accordance with
DTC procedures) to the registered address of each holder of the Notes of such series to be redeemed. The redemption price will be calculated by us and will
be equal to the greater of (1) 100% of the principal amount of the Notes of such series to be redeemed or (2) the sum of the present values of the
Remaining Scheduled Payments (as defined below)

S-5
Table of Contents
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) plus the applicable Make-Whole Spread (as set forth in the table below). In the case of each of clauses (1) and (2),
accrued but unpaid interest will be payable to the redemption date. At any time on or after the applicable Par Call Date (as set forth in the table below), the
Notes may be redeemed, 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 (or otherwise transmitted in accordance with DTC procedures) to the registered address of each holder of the Notes of such series to be redeemed,
at a redemption price equal to 100% of the principal amount of the Notes to be redeemed. Accrued interest will be payable to the redemption date.

Make-Whole
Series

Par Call Date

Spread

2029 Notes.

December 1, 2028

30 bps
2039 Notes

September 1, 2038

35 bps
"Treasury Rate" means, with respect to any redemption date for the 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, as determined by AT&T or an Independent
Investment Banker appointed by AT&T.
"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 AT&T.
"Comparable Treasury Price" means, with respect to any redemption date for a series of the 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 AT&T 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 the Notes,
https://www.sec.gov/Archives/edgar/data/732717/000119312519042434/d708263d424b2.htm[2/15/2019 4:26:26 PM]

424B2
the average, as determined by AT&T, 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 AT&T 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 BNP Paribas Securities Corp., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Wells Fargo
Securities, LLC and their respective affiliates and, at the option of AT&T, one other nationally recognized investment banking firm that is a primary
U.S. Government Securities dealer in the United States (a "Primary Treasury Dealer"); provided, however, that if any of the foregoing shall cease to be a
Primary Treasury Dealer, AT&T 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 applicable series of 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.

S-6
Table of Contents
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 our paying agent or the trustee money
sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on that date.
In the case of any partial redemption, selection of the Notes of a series to be redeemed will be made in accordance with applicable procedures of
DTC.
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 S.A., 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

S-7
https://www.sec.gov/Archives/edgar/data/732717/000119312519042434/d708263d424b2.htm[2/15/2019 4:26:26 PM]

424B2
Table of Contents
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 Notes registered in its name. The Notes so issued in definitive form
will be issued as registered in minimum denominations of $2,000 and integral multiples of $1,000 thereafter, unless otherwise specified by us. Our
definitive form of the 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 each series of the 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.

S-8
Table of Contents
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.
https://www.sec.gov/Archives/edgar/data/732717/000119312519042434/d708263d424b2.htm[2/15/2019 4:26:26 PM]

424B2
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 each series of the 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 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

S-9
Table of Contents
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 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 the Notes such additional amounts as are necessary so
that the net payment by us or our paying agent of the principal of and interest on the Notes to a person that is a United States Alien, 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 the Notes had no withholding or
deduction been required. As used herein, "United States Alien" means any person who, for United States federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members
of which is, for United States federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a
foreign estate or trust.
Our obligation to pay additional amounts shall not apply:
https://www.sec.gov/Archives/edgar/data/732717/000119312519042434/d708263d424b2.htm[2/15/2019 4:26:26 PM]

424B2
(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 a trade or business in the United States, has or had a permanent establishment in the United States, or has
any other present or former connection with the United States or any political subdivision or taxing authority thereof or therein;
(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;
(d) is or was a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the "Code"); or
(e) is or was an actual or constructive owner of 10% or more of the total combined voting power of all classes of stock of AT&T entitled to
vote;

S-10
Table of Contents
(2) to any holder that is not the sole beneficial owner of the 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 the 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 is announced or 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.
In addition, any amounts to be paid on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471
through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the
Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the
implementation of such Sections of the Code, and no additional amounts will be required to be paid on account of any such deduction or withholding.
The 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.
Any reference in the terms of the Notes of each series to any amounts in respect of the Notes shall be deemed also to refer to any additional amounts
which may be payable under this provision.
Redemption Upon a Tax Event
If (a) we become or will become obligated to pay additional amounts with respect to any Notes 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 February 13, 2019 or (b) a
taxing authority of the United States takes an action on or after February 13, 2019, 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,

https://www.sec.gov/Archives/edgar/data/732717/000119312519042434/d708263d424b2.htm[2/15/2019 4:26:26 PM]

Document Outline

#1">
- #1">