Obbligazione ATT 2.75% ( US00206RJY99 ) in USD

ATT

100 USD ▲

Stati Uniti

US00206RJY99 ( in USD )

2.75% per anno ( pagato 2 volte l'anno)

31/05/2031

Prospetto opuscolo dell'obbligazione AT&T US00206RJY99 en USD 2.75%, scadenza 31/05/2031

2 000 USD

3 000 000 000 USD

00206RJY9

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

01/12/2025 ( In 79 giorni )

AT&T è una multinazionale statunitense operante nel settore delle telecomunicazioni, offrendo servizi di telefonia fissa e mobile, internet e televisione.

Si tratta di un'obbligazione emessa da AT&T, leader mondiale nel settore delle telecomunicazioni e dei media con sede negli Stati Uniti, identificata dal codice ISIN US00206RJY99 e dal codice CUSIP 00206RJY9; emessa negli Stati Uniti e denominata in Dollari Americani (USD), questa emissione presenta un tasso d'interesse annuale del 2.75%, con scadenza fissata al 31 maggio 2031, i pagamenti degli interessi avvengono con frequenza semestrale e il titolo è attualmente scambiato al 100% del suo valore nominale sul mercato; l'emissione complessiva ammonta a 3.000.000.000 USD, con un taglio minimo di acquisto pari a 2.000 USD, e la sua qualità creditizia è attestata da un rating BBB assegnato da Standard & Poor's (S&P) e Baa2 da Moody's.

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Table of Contents
Filed pursuant to Rule 424(b)(2)
SEC File No. 333-231404

CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price

Fee (1)(2)
2.300% Global Notes due 2027
$2,500,000,000.00
99.852%
$2,496,300,000.00
$324,019.74
2.750% Global Notes due 2031
$3,000,000,000.00
99.839%
$2,995,170,000.00
$388,773.07
3.500% Global Notes due 2041
$2,500,000,000.00
99.690%
$2,492,250,000.00
$323,494.05
3.650% Global Notes due 2051
$3,000,000,000.00
99.613%
$2,988,390,000.00
$387,893.02
3.850% Global Notes due 2060
$1,500,000,000.00
99.574%
$1,493,610,000.00
$193,870.58

(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 $1,618,050.46.
(2)
A filing fee of $1,618,050.46 is being paid in connection with this offering.
Table of Contents
Prospectus Supplement
May 21, 2020
(To Prospectus dated May 13, 2019)
U.S.$12,500,000,000

AT&T Inc.
U.S.$2,500,000,000 2.300% Global Notes due 2027
U.S.$3,000,000,000 2.750% Global Notes due 2031
U.S.$2,500,000,000 3.500% Global Notes due 2041
U.S.$3,000,000,000 3.650% Global Notes due 2051
U.S.$1,500,000,000 3.850% Global Notes due 2060

We will pay interest on the 2.300% Global Notes due 2027 (the "2027 Notes"), the 2.750% Global Notes due 2031 (the "2031 Notes"), the 3.500% Global Notes
due 2041 (the "2041 Notes"), the 3.650% Global Notes due 2051 (the "2051 Notes") and the 3.850% Global Notes due 2060 (the "2060 Notes" and, together with the
2027 Notes, the 2031 Notes, the 2041 Notes and the 2051 Notes, the "Notes") on June 1 and December 1 of each year, commencing on December 1, 2020. The 2027
Notes will mature on June 1, 2027, the 2031 Notes will mature on June 1, 2031, the 2041 Notes will mature on June 1, 2041, the 2051 Notes will mature on June 1,
2051 and the 2060 Notes will mature on June 1, 2060.
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 thereafter.
See "Risk Factors" beginning on page 15 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and "Risk Factors" beginning
on page 56 of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, 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

2027 Note
Total
2031 Note
Total
2041 Note
Total
2051 Note
Total
2060 Note
Total

Initial public offering
price

99.852% $2,496,300,000
99.839% $2,995,170,000
99.690% $2,492,250,000
99.613% $2,988,390,000
99.574% $1,493,610,000
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Underwriting discounts
0.350% $
8,750,000
0.400% $
12,000,000
0.600% $
15,000,000
0.750% $
22,500,000
0.800% $
12,000,000
Proceeds, before
expenses, to
AT&T(1)

99.502% $2,487,550,000
99.439% $2,983,170,000
99.090% $2,477,250,000
99.863% $2,965,890,000
98.774% $1,481,610,000

(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 May 28, 2020.
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 SA/NV, against payment in New York, New York on May 28, 2020.
Joint Book-Running Managers

BofA Securities
Goldman Sachs
Mizuho
RBC Capital Markets
Wells Fargo

& Co. LLC

Securities

Securities

BBVA
Citigroup
Credit Suisse
ICBC Standard

Bank

J.P. Morgan
MUFG
SOCIETE
TD Securities

GENERALE

Senior Co-Managers

Loop Capital Markets
Scotia Capital (USA)
BNY Mellon Capital Markets,
EA Markets

Inc.

LLC

PNC Capital Markets LLC
SunTrust Robinson
US Bancorp

Humphrey

Co-Managers

Academy Securities

C.L. King & Associates

CastleOak Securities, L.P.

MFR Securities, Inc.
Mischler Financial
Multi-Bank Securities, Inc.
Ramirez & Co., Inc.
Siebert Williams Shank
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.
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.
Prohibition of sales to EEA and United Kingdom 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") or in the United Kingdom ("UK"). 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 Regulation (EU) 2017/1129 (as amended, the
"Prospectus Regulation"). 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 or in the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
Without limitation to the other restrictions referred to herein, this prospectus supplement is directed only at (1) persons outside the UK, (2) persons having
professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (3) high net worth companies and other persons to whom it may lawfully be communicated,
falling within Articles 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Without limitation to the other restrictions
referred to herein, any investment or investment activity to which this prospectus supplement relates is available only to, and will be engaged in only with, Relevant
Persons. Any person who is not a Relevant Person may not act or rely on this prospectus supplement or any of its contents.
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
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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-4
Capitalization
S-5
Description of the Notes
S-6
United States Tax Considerations
S-14
Underwriting
S-19
Validity of Securities
S-24
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

12
Description of Depositary Shares We May Offer

13
Description of Common Stock We May Offer

16
Plan of Distribution

19
Validity of Securities

20
Experts

21
Documents Incorporated by Reference

21
Where You Can Find More Information

22
Table of Contents
SUMMARY
Summary of the Notes Offering

Issuer
AT&T Inc.

Securities Offered
U.S.$2,500,000,000 aggregate principal amount of 2.300% Global Notes due 2027 (the
"2027 Notes").

U.S.$3,000,000,000 aggregate principal amount of 2.750% Global Notes due 2031 (the

"2031 Notes").

U.S.$2,500,000,000 aggregate principal amount of 3.500% Global Notes due 2041 (the

"2041 Notes").

U.S.$3,000,000,000 aggregate principal amount of 3.650% Global Notes due 2051 (the

"2051 Notes").

U.S.$1,500,000,000 aggregate principal amount of 3.850% Global Notes due 2060 (the
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"2060 Notes" and, together with the 2027 Notes, the 2031 Notes, the 2041 Notes and the
2051 Notes, the "Notes").

Maturity Date
June 1, 2027, at par, for the 2027 Notes.

June 1, 2031, at par, for the 2031 Notes.

June 1, 2041, at par, for the 2041 Notes.

June 1, 2051, at par, for the 2051 Notes.

June 1, 2060, at par, for the 2060 Notes.

Interest Rate
The 2027 Notes will bear interest from May 28, 2020 at the rate of 2.300% per annum;

The 2031 Notes will bear interest from May 28, 2020 at the rate of 2.750% per annum;

The 2041 Notes will bear interest from May 28, 2020 at the rate of 3.500% per annum;

The 2051 Notes will bear interest from May 28, 2020 at the rate of 3.650% per annum; and

The 2060 Notes will bear interest from May 28, 2020 at the rate of 3.850% per annum.

Interest on each series of Notes will be payable semi-annually in arrears in two equal

payments.

Interest Payment Dates
June 1 and December 1 of each year, commencing on December 1, 2020.

S-1
Table of Contents
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 10 days', but not more than 40 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 10 days', but not
more than 40 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

2027 Notes

April 1, 2027

30 bps
2031 Notes

March 1, 2031

35 bps
2041 Notes

December 1, 2040

35 bps
2051 Notes

December 1, 2050

35 bps
2060 Notes

December 1, 2059

40 bps

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

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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 SA/NV, 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

S-2
Table of Contents
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.

S-3
Table of Contents
USE OF PROCEEDS
The net proceeds to AT&T from the Notes offering will be approximately $12,395,470,000 after deducting the underwriting discounts and our
estimated offering expenses, net of reimbursement from the underwriters. AT&T intends to use these proceeds for the early redemption or repayment of the
following outstanding debt, and to pay related premiums, accrued interest and fees and expenses associated with such redemption or repayment:

·
$2,750,441,000 aggregate outstanding principal amount of 2.450% Global Notes due 2020 issued by AT&T;

·
$1,430,000,000 aggregate outstanding principal amount of 5.500% Global Notes due 2047 issued by AT&T;

·
$682,696,000 aggregate outstanding principal amount of 4.600% Global Notes due 2021 issued by AT&T;

·
$1,694,999,000 aggregate outstanding principal amount of 2.800% Global Notes due 2021 issued by AT&T;

·
$5,500,000,000 aggregate outstanding principal amount under AT&T's Term Loan Credit Agreement, dated as of April 6, 2020, with Bank

of America, N.A., as agent (the "2020 BAML Term Loan"), which bears interest at an annual interest rate of LIBOR plus 1.500%, and which
matures on December 31, 2020; and

·
$400,000,000 aggregate outstanding principal amount of the Tranche A facility under AT&T's Term Loan Credit Agreement, dated as of

September 20, 2019, with Bank of America, N.A., as agent (the "2019 BAML Term Loan Facility"), which bears interest at an annual
interest rate of LIBOR plus 0.800%, and which matures on December 31, 2020.
This prospectus supplement shall not constitute a notice of redemption with respect to any of the foregoing series of notes or a notice of repayment
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with respect to any of the foregoing term loan facilities.

S-4
Table of Contents
CAPITALIZATION
The following table sets forth the capitalization of AT&T as of March 31, 2020 and as adjusted solely to reflect (A) the issuance of
$12,500,000,000.00 of the Notes and the application of the net proceeds as described under "Use of Proceeds" above, assuming that a portion of the net
proceeds from the sale of the Notes, together with cash on hand, would be used to (x) redeem or repay senior notes issued by AT&T and to pay related
premiums, accrued interest and fees and expenses associated with such redemption or repayment and (y) pay down amounts outstanding under the 2019
BAML Term Loan Facility and the 2020 BAML Term Loan and (B) the issuance of (i) 1,750,000,000 (approximately $1,913,975,000 based on the
May 19, 2020 exchange rate of 1 /U.S.$1.0937) of AT&T's 1.600% Global Notes due 2028, (ii) 750,000,000 (approximately $820,275,000 based on the
May 19, 2020 exchange rate of 1 /U.S.$1.0937) of AT&T's 2.050% Global Notes due 2032 and (iii) 500,000,000 (approximately $546,850,000 based on
the May 19, 2020 exchange rate of 1 /U.S.$1.0937) of AT&T's 2.600% Global Notes due 2038, which we expect to issue. The table reflects certain
unaudited consolidated financial information as of March 31, 2020 that was included in our Quarterly Report on Form 10-Q filed on May 6, 2020. AT&T's
total capital consists of debt (long-term debt and debt maturing within one year) and stockholders' equity.

As of March 31, 2020

Actual
As Adjusted
(Unaudited)

(In millions)

Long-term debt

$147,202
$ 161,553
Debt maturing within one year (1)(2)

17,067

11,539
Stockholders' equity:

Preferred stock ($1 par value, 10,000,000 authorized)

Series A (48,000 shares issued and outstanding)

--

--
Series B (20,000 shares issued and outstanding)

--

--
Series C (70,000 shares issued and outstanding)

--

--
Common stock ($1 par value, 14,000,000,000 authorized: issued 7,620,748,598)

7,621

7,621
Capital in excess of par value

129,966

129,966
Retained earnings

58,534

58,534
Treasury stock (495,533,462 at cost)

(17,957)

(17,957)
Other adjustments

17,285

17,285
Stockholders' equity

$195,449
$ 195,449

Total Capitalization

$359,718
$ 368,541

(1)
Debt maturing within one year consists of the current portion of long-term debt and commercial paper and other short-term borrowings.
(2)
The 2020 BAML Term Loan is not included in debt maturing within one year as of March 31, 2020.

S-5
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 five 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
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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 2027 Notes offered by this prospectus supplement will initially be limited to $2,500,000,000 aggregate principal amount and will bear interest at
the rate of 2.300% per annum, the 2031 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 2.750% per annum, the 2041 Notes offered by this prospectus supplement will initially be limited to $2,500,000,000
aggregate principal amount and will bear interest at the rate of 3.500% per annum, the 2051 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 3.650% per annum and the 2060 Notes offered by this prospectus
supplement will initially be limited to $1,500,000,000 aggregate principal amount and will bear interest at the rate of 3.850% per annum. We will pay
interest on the Notes in arrears on each June 1 and December 1, commencing on December 1, 2020, 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 2027 Notes will mature on June 1, 2027, the 2031 Notes
will mature on June 1, 2031, the 2041 Notes will mature on June 1, 2041, the 2051 Notes will mature on June 1, 2051 and the 2060 Notes will mature on
June 1, 2060.
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 10 days', but not

S-6
Table of Contents
more than 40 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) 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 10 days', but not more than 40 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

2027 Notes

April 1, 2027

30 bps
2031 Notes

March 1, 2031

35 bps
2041 Notes

December 1, 2040

35 bps
2051 Notes

December 1, 2050

35 bps
2060 Notes

December 1, 2059

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 or Par Call Date, as applicable, 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.
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"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 BofA Securities, Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, RBC Capital
Markets, LLC and Wells Fargo Securities, LLC and their respective affiliates (each, 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.

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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 through the applicable Par Call Date but for the redemption, assuming the
applicable series of Notes matured on the Par Call Date (not including any portion of payments of interest accrued as of the redemption date). 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 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.
Any redemption or notice may, at our discretion, be subject to one or more conditions precedent and, at our discretion, the redemption date may be
delayed until such time as any or all such conditions precedent included at our discretion shall be satisfied (or waived by us) or the redemption date may
not occur and such notice may be rescinded if all such conditions precedent included at our discretion shall not have been satisfied (or waived by us).
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 SA/NV, 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.
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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 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

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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 SA/NV, 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.

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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 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.
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