Obligation ATT Inc. 3.8% ( US00206RDP47 ) en USD

ATT Inc.

100 % ▼

Etas-Unis

US00206RDP47 ( en USD )

3.8% par an ( paiement semestriel )

29/02/2024 - Obligation échue

Prospectus brochure de l'obligation AT&T Inc US00206RDP47 en USD 3.8%, échue

2 000 USD

750 000 000 USD

00206RDP4

N/A

AT&T Inc. est une société américaine de télécommunications offrant des services de téléphonie mobile, internet à large bande, télévision par câble et services de communication d'entreprise.

L'Obligation émise par ATT Inc. ( Etas-Unis ) , en USD, avec le code ISIN US00206RDP47, paye un coupon de 3.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/02/2024

Final Prospectus Supplement
424B2 1 d305290d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-209718
CALCULATION OF REGISTRATION FEE

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

Registered

Price Per Unit

Offering Price

(1)
3.200% Global Notes due 2022

$1,250,000,000
99.924%
$1,249,050,000
$144,764.90
3.800% Global Notes due 2024

$750,000,000
99.936%
$749,520,000
$86,869.37
4.250% Global Notes due 2027

$2,000,000,000
99.940%
$1,998,800,000
$231,660.92
5.250% Global Notes due 2037

$3,000,000,000
99.529%
$2,985,870,000
$346,062.33
5.450% Global Notes due 2047

$2,000,000,000
99.439%
$1,988,780,000
$230,499.60
5.700% Global Notes due 2057

$1,000,000,000
99.401%
$994,010,000
$115,205.76

(1) Pursuant to Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act"), the total registration fee for this offering is
$1,155,062.88.
Table of Contents
Prospectus Supplement
January 31, 2017
(To Prospectus dated February 25, 2016)
U.S.$10,000,000,000

AT&T Inc.
U.S.$1,250,000,000 3.200% Global Notes due 2022
U.S.$750,000,000 3.800% Global Notes due 2024
U.S.$2,000,000,000 4.250% Global Notes due 2027
U.S.$3,000,000,000 5.250% Global Notes due 2037
U.S.$2,000,000,000 5.450% Global Notes due 2047
U.S.$1,000,000,000 5.700% Global Notes due 2057

We will pay interest on the 3.200% global notes due 2022 (the "2022 Notes"), the 3.800% global notes due 2024 (the "2024 Notes"), the 4.250% global notes due 2027 (the "2027
Notes"), the 5.250% global notes due 2037 (the "2037 Notes"), the 5.450% global notes due 2047 (the "2047 Notes") and the 5.700% global notes due 2057 (the "2057 Notes" and,
together with the 2022 Notes, the 2024 Notes, the 2027 Notes, the 2037 Notes and the 2047 Notes, the "Notes") on March 1 and September 1 of each year, commencing on September 1,
2017. The 2022 Notes will mature on March 1, 2022, the 2024 Notes will mature on March 1, 2024, the 2027 Notes will mature on March 1, 2027, the 2037 Notes will mature on March
1, 2037, the 2047 Notes will mature on March 1, 2047 and the 2057 Notes will mature on March 1, 2057.
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-6 of this prospectus supplement. The Notes will be issued in minimum denominations of $2,000 and integral multiples of
$1,000.
See "Risk Factors" beginning on page 34 of our 2015 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, 2015 and "Risk Factors" on page 51 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, 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
Per
Per
Per
Per
Per
2022
2024
2027
2037
2047
2057

Note

Total
Note

Total
Note

Total
Note

Total
Note

Total
Note

Total

Initial public
offering
price
99.924% $1,249,050,000 99.936% $749,520,000 99.940% $1,998,800,000 99.529% $2,985,870,000 99.439% $1,988,780,000 99.401% $994,010,000

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Final Prospectus Supplement
Underwriting
discounts
0.300% $
3,750,000 0.350% $
2,625,000 0.400% $
8,000,000 0.600% $
18,000,000 0.750% $
15,000,000 0.800% $
8,000,000

Proceeds, before
expenses, to
AT&T (1)
99.624% $1,245,300,000 99.586% $746,895,000 99.540% $1,990,800,000 98.929% $2,967,870,000 98.689% $1,973,780,000 98.601% $986,010,000

(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 9, 2017.
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, Société Anonyme and Euroclear Bank S.A./N.V., against payment in New York, New York on February 9, 2017.
Joint Book-Running Managers

Barclays

Citigroup

Deutsche Bank Securities
COMMERZBANK

Goldman, Sachs & Co.

Mizuho Securities
Morgan Stanley

SOCIETE GENERALE

TD Securities

Wells Fargo Securities

Senior Co-Managers

Loop Capital Markets

Regions Securities LLC

US Bancorp
Co-Managers

C.L. King &
Ramirez & Co., Inc.
Siebert Cisneros Shank &
The Williams Capital
Associates

Co., L.L.C.

Group, L.P.
Academy Securities
CastleOak
Drexel Hamilton
MFR Securities,
Mischler Financial

Securities, L.P.

Inc.

Group, Inc.
Table of Contents
We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, we take no responsibility for, nor can we provide any assurance as to the
reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus
supplement and the accompanying prospectus, as well as information we previously filed with the Securities and Exchange Commission
and incorporated by reference, is accurate as of their respective dates. Our business, financial condition, results of operations and
prospects may have changed since those dates.
To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information
contained in the accompanying prospectus, on the other hand, the information contained in this prospectus supplement shall control. If any
statement in this prospectus supplement conflicts with any statement in a document which we have incorporated by reference, then you should
consider only the statement in the more recent document.
In this prospectus supplement, "we," "our," "us" and "AT&T" refer to AT&T Inc. and its consolidated subsidiaries.

Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Summary of the Notes Offering
S-1
Use of Proceeds
S-4
Capitalization
S-5
Description of the Notes
S-6
United States Tax Considerations
S-14
Underwriting
S-19
Validity of Securities
S-22
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Final Prospectus Supplement
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 OF THE NOTES OFFERING

Issuer
AT&T Inc.

Securities Offered
U.S.$1,250,000,000 aggregate principal amount of 3.200% global notes due 2022 (the
"2022 Notes").

U.S.$750,000,000 aggregate principal amount of 3.800% global notes due 2024 (the

"2024 Notes").

U.S.$2,000,000,000 aggregate principal amount of 4.250% global notes due 2027 (the

"2027 Notes").

U.S.$3,000,000,000 aggregate principal amount of 5.250% global notes due 2037 (the

"2037 Notes").

U.S.$2,000,000,000 aggregate principal amount of 5.450% global notes due 2047 (the

"2047 Notes").

U.S.$1,000,000,000 aggregate principal amount of 5.700% global notes due 2057 (the

"2057 Notes" and, together with the 2022 Notes, the 2024 Notes, the 2027 Notes, the
2037 Notes and the 2047 Notes, the "Notes").

Maturity Date
March 1, 2022, at par, for the 2022 Notes.

March 1, 2024, at par, for the 2024 Notes.

March 1, 2027, at par, for the 2027 Notes.

March 1, 2037, at par, for the 2037 Notes.

March 1, 2047, at par, for the 2047 Notes.

March 1, 2057, at par, for the 2057 Notes.

Interest Rate
The 2022 Notes will bear interest from February 9, 2017 at the rate of 3.200% per
annum, the 2024 Notes will bear interest from February 9, 2017 at the rate of 3.800%
per annum, the 2027 Notes will bear interest from February 9, 2017 at the rate of
4.250% per annum, the 2037 Notes will bear interest from February 9, 2017 at the rate
of 5.250% per annum, the 2047 Notes will bear interest from February 9, 2017 at the
rate of 5.450% per annum and the 2057 Notes will bear interest from February 9, 2017
at the rate of 5.700% per annum. Interest on each series of Notes will be payable semi-
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Final Prospectus Supplement
annually in arrears in two equal payments.

Interest Payment Dates
March 1 and September 1 of each year, commencing on September 1, 2017.

S-1
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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), in whole or from time to time in part, 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 a number of basis points equal to the applicable
Make-Whole Spread (as set forth in the table below). Each series of Notes may be
redeemed at any time on or after the applicable Par Call Date, in whole or in part, at a
redemption price equal to 100% of the principal amount of such series of Notes to be
redeemed. Accrued interest will be payable to the redemption date.

Series

Par Call Date

Make-Whole Spread
2022 Notes
February 1, 2022

20 bps
2024 Notes
January 1, 2024

25 bps
2027 Notes
December 1, 2026

30 bps
2037 Notes
September 1, 2036

35 bps
2047 Notes
September 1, 2046

40 bps
2057 Notes
September 1, 2056

40 bps

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

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 and Asia where it is legal to make such offers. See "Underwriting."

No Listing
The Notes are not being listed on any organized exchange or market.

Form and Settlement
The Notes will be issued in the form of one or more fully registered global notes which
will be deposited with, or on behalf of, The Depository Trust Company -- known as
DTC -- as the depositary, and registered in the name of Cede & Co., DTC's nominee.
Beneficial interests in the global notes will be represented through book-entry accounts
of financial institutions acting on behalf of beneficial owners as direct and indirect
participants in DTC. Investors may elect to hold interests in the global notes through
either DTC (in the United States), Clearstream Banking, Société Anonyme or Euroclear
Bank S.A./N.V., as operator of the Euroclear System (outside of the United States), if
they are participants in these systems, or indirectly through organizations which are
participants in these systems. Cross-market transfers between persons holding directly
or indirectly through DTC participants, on the one hand, and directly or indirectly
through

S-2
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Final Prospectus Supplement
Table of Contents
Clearstream or Euroclear participants, on the other hand, will be effected in accordance

with DTC rules on behalf of the relevant international clearing system by its U.S.
depositary.

Governing Law
The Notes will be governed by the laws of the State of New York.

S-3
Table of Contents
USE OF PROCEEDS
The net proceeds to AT&T from the Notes offering will be approximately $9,910,655,000 after deducting the underwriting discount and our
estimated offering expenses, net of reimbursement from the underwriters. These proceeds will be used for general corporate purposes, including
the repayment of upcoming debt maturities.

S-4
Table of Contents
CAPITALIZATION
The following table sets forth the capitalization of AT&T as of December 31, 2016 and as adjusted solely to reflect the issuance of
$10,000,000,000 of the Notes, net of the underwriting discounts and our estimated offering expenses (net of reimbursements from the
underwriters). The table reflects certain unaudited consolidated financial information as of December 31, 2016 that was included in our Current
Report on Form 8-K filed on January 25, 2017. AT&T's total capital consists of debt (long-term debt and debt maturing within one year) and
stockholders' equity.

As of December 31, 2016

Actual

As Adjusted

(Unaudited)

(In millions)

Long-term debt

$113,681
$ 123,681
Debt maturing within one year (1)

9,832

9,832
Stockholders' equity:

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

6,495

6,495
Capital in excess of par value

89,604

89,604
Retained earnings

34,734

34,734
Treasury shares

(12,659)
(12,659)
Other adjustments

5,936

5,936
Stockholders' equity

$124,110
$ 124,110

Total Capitalization (2)

$247,623
$ 257,623

(1)
Debt maturing within one year consists of the current portion of long-term debt and commercial paper and other short-term borrowings.
(2)
In addition to our other credit agreements, we have engaged certain banks to provide lines of credit for the purpose of providing financing in
connection with our contemplated acquisition of Time Warner Inc., which include a $10 billion term loan credit agreement with JPMorgan
Chase Bank, N.A., as agent, and a $30 billion bridge loan facility, with certain investment and commercial banks and JPMorgan Chase Bank,
N.A., as agent. As of the date of this prospectus supplement, we had no borrowings under the term loan credit agreement or bridge loan
facility.

S-5
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Final Prospectus Supplement
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 six
separate series under the indenture. We will issue the Notes in fully registered form only and in minimum denominations of $2,000 and integral
multiples of $1,000 thereafter.
We may issue definitive Notes in the limited circumstances set forth in "-- Form and Title" below. If we issue definitive Notes, principal of
and interest on our Notes will be payable in the manner described below, the transfer of our Notes will be registrable, and our Notes will be
exchangeable for Notes bearing identical terms and provisions, at the office of The Bank of New York Mellon 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 2022 Notes offered by this prospectus supplement will bear interest at the rate of 3.200% per annum, the 2024 Notes offered by this
prospectus supplement will bear interest at the rate of 3.800% per annum, the 2027 Notes offered by this prospectus supplement will bear interest
at the rate of 4.250% per annum, the 2037 Notes offered by this prospectus supplement will bear interest at the rate of 5.250% per annum, the 2047
Notes offered by this prospectus supplement will bear interest at the rate of 5.450% per annum and the 2057 Notes offered by this prospectus
supplement will bear interest at the rate of 5.700% per annum. We will pay interest on our 2022 Notes, 2024 Notes, 2027 Notes, 2037 Notes, 2047
Notes and 2057 Notes in arrears on each March 1 and September 1, commencing on September 1, 2017, to the persons in whose names the 2022
Notes, the 2024 Notes, the 2027 Notes, the 2037 Notes, the 2047 Notes and the 2057 Notes, respectively, are registered at the close of business on
the fifteenth day preceding the respective interest payment date. The 2022 Notes will mature on March 1, 2022, the 2024 Notes will mature on
March 1, 2024, the 2027 Notes will mature on March 1, 2027, the 2037 Notes will mature on March 1, 2037, the 2047 Notes will mature on
March 1, 2047 and the 2057 Notes will mature on March 1, 2057.
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

S-6
Table of Contents
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) 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 (as defined below) plus a number of basis points equal to the applicable Make-Whole Spread (as set
forth in the table below). In the case of each of clauses (1) and (2), accrued interest will be payable to the redemption date. Each series of Notes
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Final Prospectus Supplement
may be redeemed at any time on or after the applicable Par Call Date, in whole or in part, 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, at
a redemption price equal to 100% of the principal amount of such series of Notes to be redeemed. Accrued interest will be payable to the
redemption date.

Series

Par Call Date

Make-Whole Spread
2022 Notes

February 1, 2022
20 bps
2024 Notes

January 1, 2024

25 bps
2027 Notes

December 1, 2026
30 bps
2037 Notes

September 1, 2036
35 bps
2047 Notes

September 1, 2046
40 bps
2057 Notes

September 1, 2056
40 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, 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 Barclays Capital Inc., Citigroup Global Markets, Inc., Deutsche Bank Securities Inc. 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.

S-7
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"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.
On and after the redemption date, interest will cease to accrue on the Notes or any portion of the Notes called for redemption, unless we
default in the payment of the redemption price and accrued interest. On or before the redemption date, we will deposit with a paying agent or the
trustee money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on that date.
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
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Final Prospectus Supplement
Banking, Société Anonyme, which we refer to as "Clearstream Luxembourg," or Euroclear Bank S.A./N.V., as operator of the Euroclear System
(outside of the United States), if they are participants in these systems, or indirectly through organizations which are participants in these systems.
Clearstream Luxembourg and Euroclear will hold interests on behalf of their participants through customers' securities accounts in Clearstream
Luxembourg's and Euroclear's names on the books of their respective depositaries, which in turn will hold these interests in customers' securities
accounts in the names of their respective U.S. depositaries on the books of DTC. Citibank, N.A. will act as the U.S. depositary for Clearstream
Luxembourg, and JPMorgan Chase Bank, N.A. will act as the U.S. depositary for Euroclear. Except under circumstances described below, the
Notes will not be issuable in definitive form. The laws of some states require that certain purchasers of securities take physical delivery of their
securities in definitive form. These limits and laws may impair the ability to transfer beneficial interests in the global notes.
So long as the depositary or its nominee is the registered owner of the global notes, the depositary or its nominee will be considered the sole
owner or holder of the Notes represented by the global notes for all purposes under the indenture. Except as provided below, owners of beneficial
interests in the global notes will not be entitled to have the Notes represented by the global notes registered in their names, will not receive or be
entitled to receive physical delivery of the Notes in definitive form and will not be considered the owners or holders thereof under the indenture.
Principal and interest payments on the Notes registered in the name of the depositary or its nominee will be made to the depositary or its
nominee, as the case may be, as the registered owner of the global notes. None of us, the trustee, any paying agent or registrar for the Notes will
have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in the global notes
or for maintaining, supervising or reviewing any records relating to these beneficial interests.
We expect that the depositary for the Notes or its nominee, upon receipt of any payment of principal or interest, will credit the participants'
accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global notes as shown on the
records of the depositary or its nominee. We also expect that payments by participants to owners of beneficial interest in the global notes held
through these participants will be governed by standing instructions and customary practices, as is now the case with securities held for the
accounts of customers in bearer form or registered in "street name," and will be the responsibility of these participants.

S-8
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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
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
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Final Prospectus Supplement
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.

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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 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

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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:
(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;

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(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
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Document Outline

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