Obligation AT&T 1.8% ( XS2051362312 ) en EUR

AT&T

76.21 % ▼

Etats-unis

XS2051362312 ( en EUR )

1.8% par an ( paiement annuel )

13/09/2039

Prospectus brochure de l'obligation AT&T XS2051362312 en EUR 1.8%, échéance 13/09/2039

100 000 EUR

750 000 000 EUR

14/09/2024 ( Dans 148 jours )

L'Obligation émise par AT&T ( Etats-unis ) , en EUR, avec le code ISIN XS2051362312, paye un coupon de 1.8% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 13/09/2039

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) September 11, 2019

AT&T INC.
(Exact Name of Registrant as Specified in Charter)

Delaware

001-08610

43-1301883
(State or Other Jurisdiction

(Commission

(IRS Employer
of Incorporation)
File Number)
Identification No.)

208 S. Akard St., Dallas, Texas

75202
(Address of Principal Executive Offices)

(Zip Code)
Registrant's telephone number, including area code (210) 821-4105
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act
Trading
Name of each exchange
Title of each class

Symbol(s)

on which registered
Common Shares (Par Value $1.00 Per Share)
T

New York Stock Exchange
Trading
Name of each exchange
Title of each class

Symbol(s)

on which registered
Floating Rate AT&T Inc. Global Notes due
T 20C

New York Stock Exchange
August 3, 2020
1.875% AT&T Inc. Global Notes due

T 20

New York Stock Exchange
December 4, 2020
2.65% AT&T Inc. Global Notes due

T 21B

New York Stock Exchange
December 17, 2021
1.45% AT&T Inc. Global Notes due June 1, 2022
T 22B

New York Stock Exchange
2.50% AT&T Inc. Global Notes due March 15,
T 23

New York Stock Exchange
2023
Floating Rate AT&T Inc. Global Notes due
T 23D

New York Stock Exchange
September 5, 2023
1.05% AT&T Inc. Global Notes due

T 23E

New York Stock Exchange
September 5, 2023
1.950% AT&T Inc. Global Notes due

T 23F

New York Stock Exchange
September 15, 2023

1.30% AT&T Inc. Global Notes due

T 23A

New York Stock Exchange
September 5, 2023
2.75% AT&T Inc. Global Notes due May 19,
T 23C

New York Stock Exchange
2023
2.40% AT&T Inc. Global Notes due March 15,
T 24A

New York Stock Exchange
2024
3.50% AT&T Inc. Global Notes due

T 25

New York Stock Exchange
December 17, 2025
1.80% AT&T Inc. Global Notes due

T 26D

New York Stock Exchange
September 5, 2026
2.90% AT&T Inc. Global Notes due December 4,
T 26A

New York Stock Exchange
2026
2.35% AT&T Inc. Global Notes due

T 29D

New York Stock Exchange
September 5, 2029
4.375% AT&T Inc. Global Notes due

T 29B

New York Stock Exchange
September 14, 2029
2.60% AT&T Inc.

T 29A

New York Stock Exchange
Global Notes due December 17, 2029
3.55% AT&T Inc.

T 32

New York Stock Exchange
Global Notes due December 17, 2032
5.20% AT&T Inc.

T 33

New York Stock Exchange
Global Notes due November 18, 2033
3.375% AT&T Inc.

T 34

New York Stock Exchange
Global Notes due March 15, 2034
2.45% AT&T Inc.

T 35

New York Stock Exchange
Global Notes due March 15, 2035
3.15% AT&T Inc.

T 36A

New York Stock Exchange
Global Notes due September 4, 2036
7.00% AT&T Inc.

T 40

New York Stock Exchange
Global Notes due April 30, 2040
4.25% AT&T Inc.

T 43

New York Stock Exchange
Global Notes due June 1, 2043
4.875% AT&T Inc.

T 44

New York Stock Exchange
Global Notes due June 1, 2044
5.35% AT&T Inc.

TBB

New York Stock Exchange
Global Notes due November 1, 2066
5.625% AT&T Inc.

TBC

New York Stock Exchange
Global Notes due August 1, 2067
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 8.01
Other Events.
Throughout this document, AT&T Inc. is referred to as "AT&T." On September 11, 2019, AT&T closed its sale of 1,000,000,000 principal amount of its
0.250% Global Notes due 2026, 1,250,000,000 principal amount of its 0.800% Global Notes due 2030 and 750,000,000 principal amount of its 1.800%
Global Notes due 2039 (together, the "Notes") pursuant to the Underwriting Agreement, dated September 4, 2019 (the "Underwriting Agreement"),
between AT&T and the several Underwriters named on Schedule II thereto. The Notes were issued pursuant to that certain Indenture, dated as of May 15,
2013, between AT&T and The Bank of New York Mellon Trust Company, N.A., as Trustee. The Notes have been registered under the Securities Act of
1933, as amended (the "Act") pursuant to a Registration Statement on Form S-3 (No. 333-231404) previously filed with the Securities and Exchange
Commission (the "Commission") under the Act. Copies of the Underwriting Agreement, the form of Notes and the opinion of our Associate 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 September 4, 2019

4.1
Form of 0.250% Global Notes due 2026

4.2
Form of 0.800% Global Notes due 2030

4.3
Form of 1.800% Global Notes due 2039

5.1
Opinion of Mr. Wayne A. Wirtz, Vice President Associate General Counsel and Assistant Secretary, AT&T Inc., as to the validity of the
Notes

23.1
Consent of Mr. Wayne A. Wirtz, Vice President Associate General Counsel and Assistant Secretary (included in Exhibit 5.1)

104
The cover page from AT&T Inc.'s Current Report on Form 8-K, formatted in Inline XBRL.

Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

AT&T INC.

Date: September 11, 2019

By: /s/ George B. Goeke

George B. Goeke

Senior Vice President and Treasurer

Exhibit 1.1
AT&T INC.
1,000,000,000 0.250% GLOBAL NOTES DUE 2026
1,250,000,000 0.800% GLOBAL NOTES DUE 2030
750,000,000 1.800% GLOBAL NOTES DUE 2039
UNDERWRITING AGREEMENT
September 4, 2019
To the Representative(s)
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto
Ladies and Gentlemen:
AT&T Inc., a Delaware corporation (the "Company"), may issue and sell from time to time series of its debt securities registered under the
registration statement referred to in Paragraph 1(a) hereof ("Securities" and, individually, "Security"). The Securities will be issued under an Indenture,
dated as of May 15, 2013 (the "Indenture"), from the Company to The Bank of New York Mellon Trust Company, N.A., as Trustee, in one or more series,
which series may vary as to interest rates, maturities, redemption provisions and selling prices, with all such terms for any particular series being determined
at the time of sale. The Company proposes to sell to the underwriters named in Schedule II hereto ("Underwriters"), for whom you are acting as
representative(s) ("Representative"), the series of Securities of the designation, with the terms and in the aggregate principal amount specified in Schedule I
hereto ("Underwritten Securities" and, individually, "Underwritten Security").
1. The Company represents and warrants to, and agrees with, the several Underwriters that:
(a) A registration statement on Form S-3 with respect to the Securities has been prepared by the Company in conformity with the
requirements of the Securities Act of 1933, as amended ("Securities Act"), and the rules and regulations ("Rules and Regulations") of the Securities
and Exchange Commission ("Commission") thereunder and has become effective. As used in this Agreement:
(i) "Registration Statement" as of any time means the Registration Statement in the form then filed with the Commission, including
any amendment thereto, any document incorporated by reference therein and any information in a prospectus or prospectus supplement
deemed or retroactively deemed to be a part thereof pursuant to Rule 430B that has not been superseded or modified.

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"Registration Statement" without reference to a time means the Registration Statement as of the time of the first contract of sale for the
Underwritten Securities, which time shall be considered the "effective date" of the Registration Statement relating to the Underwritten
Securities. For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed
retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement
as of the time specified in Rule 430B.
(ii) "Statutory Prospectus" as of any time means the prospectus relating to the Underwritten Securities that is included in the
Registration Statement immediately prior to that time, including any document incorporated by reference therein and any basic prospectus or
prospectus supplement deemed to be a part thereof pursuant to Rule 430B that has not been superseded or modified. For purposes of this
definition, information contained in a form of prospectus (including a prospectus supplement) that is deemed retroactively to be a part of the
Registration Statement pursuant to Rule 430B shall be considered to be included in the Statutory Prospectus only as of the actual time that
form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b).
(iii) "Prospectus" means the Statutory Prospectus that discloses the public offering price and other final terms of the Underwritten
Securities and otherwise satisfies Section 10(a) of the Securities Act of 1933.
(iv) "Issuer Free Writing Prospectus" means any "issuer free writing prospectus," as defined in Rule 433, relating to the Underwritten
Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's
records pursuant to Rule 433(g). "General Use Issuer Free Writing Prospectus" means any Issuer Free Writing Prospectus that is intended for
general distribution to prospective investors, as evidenced by its being specified in a schedule to this Agreement. "Limited Use Issuer Free
Writing Prospectus" means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.
(v) "Applicable Time" means the time and date identified as such in Schedule I of this Agreement.
(b) The Registration Statement and the Prospectus contain, and (in the case of any amendment or supplement to any such document, or any
material incorporated by reference in any such document, filed with the Commission after the date as of which this representation is being made) will
contain at all times during the period specified in Paragraph 9(c) hereof, all statements which are required by the Securities Act, the

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Securities Exchange Act of 1934, as amended ("Exchange Act"), the Trust Indenture Act of 1939, as amended ("Trust Indenture Act"), and the rules
and regulations of the Commission under such Acts; the Indenture, including any amendments and supplements thereto, pursuant to which the
Underwritten Securities will be issued will conform with the requirements of the Trust Indenture Act and the rules and regulations of the Commission
thereunder, and the Registration Statement and the Prospectus do not, and (in the case of any amendment or supplement to any such document, or any
material incorporated by reference in any such document, filed with the Commission after the date as of which this representation is being made) will
not at any time during the period specified in Paragraph 9(c) hereof, contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not misleading except that the Company makes no representation or warranty
as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with information
furnished in writing to the Company through the Representatives by or on behalf of any Underwriter specifically for use therein, or as to any
statements in or omissions from the Statement of Eligibility and Qualification of the Trustee under the Indenture.
(c)
(i) (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes
of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report
filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time the Company or any person acting on its
behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Underwritten Securities in reliance on the
exemption of Rule 163, the Company was a "well known seasoned issuer" as defined in Rule 405, including not having been an "ineligible
issuer" as defined in Rule 405.
(ii) The Registration Statement is an "automatic shelf registration statement," as defined in Rule 405, that initially became effective
within three years of the date of this Agreement. If immediately prior to the Renewal Deadline (as hereinafter defined), any of the
Underwritten Securities remain unsold by the Underwriters, the Company will prior to the Renewal Deadline file, if it has not already done so
and is eligible to do so, a new automatic shelf registration statement relating to the Underwritten Securities, in a form satisfactory to the
Representative. If the Company is no longer eligible to file an automatic shelf registration statement, the Company will prior to the Renewal
Deadline, if it has not already done so, file a new shelf registration statement relating to the Underwritten Securities, in a form satisfactory to
the Representative, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal
Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the

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Underwritten Securities to continue as contemplated in the expired registration statement relating to the Underwritten Securities. References
herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as
the case may be. "Renewal Deadline" means the third anniversary of the initial effective time of the Registration Statement.
(iii) The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the automatic
shelf registration statement form. If at any time when Underwritten Securities remain unsold by the Underwriters the Company receives from
the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form,
the Company will (i) promptly notify the Representative, (ii) promptly file a new registration statement or post-effective amendment on the
proper form relating to the Underwritten Securities, in a form satisfactory to the Representative, (iii) use its best efforts to cause such
registration statement or post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify the Representative
of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the
Underwritten Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for
which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration
statement or post-effective amendment, as the case may be.
(iv) The Company has paid or shall pay the required Commission filing fees relating to the Underwritten Securities within the time
required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).
(d) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide
offer (within the meaning of Rule 164(h)(2)) of the Underwritten Securities and (ii) at the date of this Agreement, the Company was not and is not an
"ineligible issuer," as defined in Rule 405.
(e) As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the
Statutory Prospectus and the additional information, if any, identified in Schedule I to this Agreement, all considered together (collectively, the
"General Disclosure Package"), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General
Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading except that the Company

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makes no representation or warranty as to information contained in or omitted from any prospectus included in the Registration Statement or any
Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company through the Representative
by or on behalf of any Underwriter specifically for use therein.
(f) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of
the Underwritten Securities or until any earlier date that the Company notified or notifies the Representative as described in the next sentence, did not,
does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration
Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of
which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or included
or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances prevailing at that subsequent time, not misleading, (i) the Company has promptly notified or will promptly
notify the Representative and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to
eliminate or correct such conflict, untrue statement or omission.
(g) The Company is not in violation of its corporate charter or bylaws or in default under any agreement, indenture or instrument, the effect of
which violation or default would be material to the Company; the execution, delivery and performance of this Agreement and any Delayed Delivery
Contracts (as defined in Paragraph 3 hereof) and compliance by the Company with the provisions of the Underwritten Securities and the Indenture
will not conflict with, result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its
material subsidiaries pursuant to the terms of, or constitute a default under, any agreement, indenture or instrument, or result in a violation of the
corporate charter or bylaws of the Company or any order, rule or regulation of any court or governmental agency having jurisdiction over the
Company; and except as required by the Securities Act, the Trust Indenture Act and applicable state securities laws, no consent, authorization or order
of, or filing or registration with, any court or governmental agency is required for the execution, delivery and performance of this Agreement, the
Delayed Delivery Contracts, if any, and the Indenture. The Commission has not issued any order preventing or suspending the use of any part of the
Registration Statement or the Prospectus.
(h) Except as described in or contemplated by the General Disclosure Package, there shall have not occurred any changes or any development
involving a prospective change, or affecting particularly the business or properties of the Company or its subsidiaries which materially impairs the
investment quality of the Underwritten Securities since the dates as of which information is given in the General Disclosure Package.

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(i) On the Delivery Date (as defined in Paragraph 8 hereof) (i) the Indenture will have been duly authorized, executed and delivered by the
Company and will constitute the legally binding obligation of the Company, enforceable in accordance with its terms, (ii) the Underwritten Securities
will have been duly authorized and, upon payment therefor as provided in this Agreement, will constitute legally binding obligations of the Company
entitled to the benefits of the Indenture, and (iii) the Underwritten Securities and the Indenture will conform to the descriptions thereof contained in
the Prospectus.
(j) Each of the Company and its subsidiaries has been duly incorporated, is validly existing as a corporation or limited liability company, as
applicable, in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own its
properties and conduct its business as described in the General Disclosure Package, and is duly qualified to do business as a foreign corporation and is
in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases properties or conducts business,
except where the failure to so qualify would not have a material adverse effect on the Company and its subsidiaries taken as a whole.
(k) Except as described in the General Disclosure Package, there is no material litigation or governmental proceeding pending or, to the
knowledge of the Company, threatened against the Company or any of its subsidiaries which is reasonably expected to result in any material adverse
change in the financial condition, results of operations, business or prospects of the Company and its subsidiaries taken as a whole or which is
required to be disclosed in the General Disclosure Package.
(l) The financial statements filed as part of the Registration Statement and the General Disclosure Package present, or (in the case of any
amendment or supplement to any such document, or any material incorporated by reference in any such document, filed with the Commission after
the date as of which this representation is being made) will present at all times during the period specified in Paragraph 9(c) hereof, fairly, the
consolidated financial condition and results of operations of the Company and its subsidiaries, at the dates and for the periods indicated, and have
been, and (in the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document, filed
with the Commission after the date as of which this representation is being made) will be at all times during the period specified in Paragraph 9(c)
hereof, prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as
described in the notes thereto).

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