Bond ATT 2.33% ( US00206RFZ01 ) in USD

ATT

100 % ▼

United States

US00206RFZ01 ( in USD )

2.33% per year ( payment 4 times a year)

31/05/2021 - Bond has expired

Prospectus brochure of the bond AT&T US00206RFZ01 in USD 2.33%, expired

2 000 USD

1 500 000 000 USD

00206RFZ0

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

AT&T is a multinational telecommunications conglomerate offering telecommunications, media, and technology services worldwide.

The Bond issued by ATT ( United States ) , in USD, with the ISIN code US00206RFZ01, pays a coupon of 2.33% per year.
The coupons are paid 4 times per year and the Bond maturity is 31/05/2021

The Bond issued by ATT ( United States ) , in USD, with the ISIN code US00206RFZ01, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by ATT ( United States ) , in USD, with the ISIN code US00206RFZ01, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed pursuant to Rule 424(b)(2)
SEC File No. 333-209718

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)
Floating Rate Global Notes due 2021

$1,500,000,000

100.000%

$1,500,000,000

$186,750

(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 $186,750.
(2)
A filing fee of $186,750 is being paid in connection with this offering.
Table of Contents
Prospectus Supplement
June 21, 2018
(To Prospectus dated February 25, 2016)
U.S.$1,500,000,000

AT&T Inc.
U.S.$1,500,000,000 Floating Rate Global Notes due 2021

We will pay interest on the Floating Rate Global Notes due 2021 (the "Notes") at a rate equal to the Applicable LIBOR Rate (as defined herein,
based on the three-month LIBOR, except as noted below with respect to the first interest payment), reset quarterly, plus 75 basis points, on March 1, June 1,
September 1 and December 1 of each year. The first such payment will be made on September 1, 2018 (short first coupon). For the first short interest
payment, the Applicable LIBOR Rate will be 2.22481%. The Notes will mature on June 1, 2021.
We may redeem the Notes at the prices and at the times indicated under the heading "Description of the Notes" 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" on page S-3 of this prospectus supplements and beginning on page 37 of our 2017 Annual
Report to Stockholders, portions of which are filed as Exhibit 13 to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2017, 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

Note

Total

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Initial public offering price

100.000%
$ 1,500,000,000
Underwriting discounts

0.200%
$
3,000,000
Proceeds, before expenses, to AT&T (1)

99.800%
$ 1,497,000,000

(1)
The underwriters have agreed to reimburse us for certain of our expenses. See "Underwriting."
The initial public offering price set forth above does not include accrued interest, if any. Interest on the Notes will accrue from June 25, 2018.
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 June 25, 2018.

Joint Book-Running Managers

BofA Merrill Lynch

US Bancorp
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, Europe and Asia where it is lawful to make such offers.
PRIIPs Regulation / Prospectus Directive / Prohibition of sales to EEA retail investors -- The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined
in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014
(as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in
the accompanying prospectus, on the other hand, the information contained in this prospectus supplement shall control. If any statement in this prospectus
supplement conflicts with any statement in a document which we have incorporated by reference, then you should consider only the statement in the more
recent document.
In this prospectus supplement, "we," "our," "us" and "AT&T" refer to AT&T Inc. and its consolidated subsidiaries.
Table of Contents

TABLE OF CONTENTS
Prospectus Supplement

Page
Summary of the Notes Offering
S-1
Risk Factors
S-3
Use of Proceeds
S-4
Capitalization
S-5
Description of the Notes
S-6
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United States Tax Considerations
S-14
Underwriting
S-19
Validity of Securities
S-23
Prospectus

Description of AT&T Inc.
1
Use of Proceeds
1
Summary Description of the Securities We May Issue
1
Description of Debt Securities We May Offer
1
Description of Preferred Stock We May Offer
13
Description of Depositary Shares We May Offer
14
Description of Common Stock We May Offer
17
Plan of Distribution
20
Validity of Securities
22
Experts
22
Documents Incorporated by Reference
22
Where You Can Find More Information
23
Table of Contents
SUMMARY OF THE NOTES OFFERING

Issuer
AT&T Inc.

Securities Offered
U.S.$1,500,000,000 aggregate principal amount of Floating Rate Global Notes due 2021 (the
"Notes").

Maturity Date
June 1, 2021, at par.

Interest Rate
The Notes will bear interest from June 25, 2018 at a floating rate equal to the Applicable
LIBOR Rate (as defined herein, based on the three-month LIBOR, except with respect to the
first interest payment), reset quarterly, plus 75 basis points, payable quarterly in arrears. For
the first short interest payment, the Applicable LIBOR Rate will be 2.22481%.

Interest Payment Dates
Quarterly on each March 1, June 1, September 1 and December 1 of each year, commencing
on September 1, 2018 (short first coupon); provided however, that if any such interest
payment date would fall on a day that is not a LIBOR business day (as defined herein), other
than the interest payment date that is also the date of maturity, that interest payment date will
be postponed to the next succeeding LIBOR business day, unless the next succeeding LIBOR
business day is in the next succeeding calendar month, in which case such interest payment
date shall be the immediately preceding LIBOR business day; and provided further, that if
the date of maturity is not a LIBOR business day, payment of principal and interest will be
made on the next succeeding business day and no interest will accrue for the period from and
after such date of maturity.

Optional Redemption
Except in connection with certain tax events, the Notes are not redeemable at our option. See
"Description of the Notes -- Redemption Upon a Tax Event."

Markets
The Notes are offered for sale in those jurisdictions in the United States, 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.
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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

S-1
Table of Contents
States), if they are participants in these systems, or indirectly through organizations which are
participants in these systems. Cross-market transfers between persons holding directly or

indirectly through DTC participants, on the one hand, and directly or indirectly through
Clearstream 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-2
Table of Contents
RISK FACTORS
Any investment in the Notes involves a degree of risk, including but not limited to the risks described below. In addition, you should carefully
consider, among other things, the matters discussed under "Risk Factors" in our 2017 Annual Report to Stockholders, portions of which are filed as
Exhibit 13 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as well as the other information incorporated by reference in
this prospectus supplement. The risks and uncertainties described below and in our Annual Report are not the only risks and uncertainties we face.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the
following risks actually occur, our business, financial condition and results of operations could suffer.
Certain risks related to the interest rate on the Notes being based on the London Interbank Offered Rate.
LIBOR is the subject of ongoing national and international regulatory discussions and proposals for reform. Some of these reforms are already
effective, while others are still to be implemented. The Benchmark Regulation was published in the Official Journal of the European Union on June 29,
2016 and has applied from January 1, 2018 (with the exception of provisions specified in Article 59 (mainly on critical benchmarks) that have applied since
June 30, 2016). The Benchmark Regulation could have a material impact on the Notes, in particular, if the methodology or other terms of LIBOR are
changed in order to comply with the terms of the Benchmark Regulation, and such changes could (among other things) have the effect of reducing or
increasing the rate or level, or affecting the volatility of the published rate or level, of LIBOR. In addition, on July 27, 2017, the UK Financial Conduct
Authority announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021. In the event
that LIBOR becomes unavailable prior to the maturity date of the Notes, this may result in the effective application of a fixed rate for the Notes. Even prior
to the implementation of any changes, uncertainty as to the nature of alternative reference rates may adversely affect LIBOR during the term of the Notes,
the return on the Notes and the trading market for the Notes. Investors should consider these matters when making their investment decision with respect to
the Notes.

S-3
Table of Contents
USE OF PROCEEDS
The net proceeds to AT&T from the Notes offering will be approximately $1,497,000,000 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.

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S-4
Table of Contents
CAPITALIZATION
The following table sets forth the capitalization of AT&T as of March 31, 2018 and as adjusted solely to reflect (i) the issuance of $1,500,000,000 of
the Notes and the application of the net proceeds as described under "Use of Proceeds" above assuming that all of the net proceeds from the sale of the
Notes would be used for general corporate purposes; (ii) the redemption, repurchase or other acquisition of approximately $20,135,289,000 of notes
(calculated using foreign exchange rates, where applicable, as of March 31, 2018), which had a special mandatory redemption feature, redeemed or
repurchased subsequent to March 31, 2018; (iii) the incurrence of $992,980,704 of borrowings in Brazilian reais by Sky Servicos de Banda Larga Ltda, a
subsidiary of Vrio Corp., subsequent to March 31, 2018; (iv) the incurrence of $26,604,948,000 of borrowings under certain term loan credit agreements
and our commercial paper program in connection with our acquisition of Time Warner Inc. ("Time Warner"); (v) the assumption of $21,904,000,000 of
debt previously issued by Time Warner or one of its subsidiaries, which we assumed in connection with the closing of the Time Warner acquisition and
(vi) the issuance of approximately 1,185,000,000 shares of AT&T common stock to the stockholders of Time Warner in connection with the closing of the
Time Warner acquisition. AT&T's total capital consists of debt (long-term debt and debt maturing within one year) and stockholders' equity.

As of March 31, 2018

Actual
As Adjusted

(Unaudited)

(In millions)

Long-term debt

$133,724
$ 170,921
Debt maturing within one year (1) (2)

29,322

22,992
Stockholders' equity:

Common shares ($1 par value, 14,000,000,000 authorized: issued 6,495,231,088)

6,495

7,680
Capital in excess of par value

89,404

126,754
Retained earnings

55,067

55,067
Treasury shares (347,690,578 at cost)

(12,432)

(12,432)
Other adjustments

8,542

8,542
Stockholders' equity (3)

$147,076
$ 185,611

Total Capitalization (2)

$310,122
$ 379,524

(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 engaged certain banks to provide lines of credit for the purpose of providing financing in connection
with our acquisition of Time Warner, which includes a $16.175 billion term loan credit agreement with JPMorgan Chase Bank, N.A., as agent, and a
$2.5 billion term loan credit agreement with BNP Paribas, as agent. In connection with the closing of the Time Warner acquisition, we borrowed the
entire $18.675 billion under the term loan credit agreements. In addition, in connection with our acquisition of Time Warner, we have incurred, as of
the date of this prospectus supplement, approximately $7.9 billion of debt under our commercial paper program.
(3)
In connection with the closing of the Time Warner acquisition, we issued approximately 1,185 million shares to the stockholders of Time Warner,
which have been reflected in the "As Adjusted" column.

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 a single 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
The Notes offered by this prospectus supplement will initially be limited to $1,500,000,000 aggregate principal amount and will mature on June 1,
2021 (the "Maturity Date"). If the Maturity Date falls on a day that is not a LIBOR business day, the payment of interest and principal will be made on the
next succeeding LIBOR business day, and no interest will accrue for the period from and after the Maturity Date.
The Notes offered by this prospectus supplement will bear interest from June 25, 2018 at a floating rate determined in the manner provided below,
payable on March 1, June 1, September 1 and December 1 of each year (each such day, an "Interest Payment Date"), commencing on September 1, 2018
(short first coupon), to the persons in whose names the Notes were registered at the close of business on the 15th day preceding the respective Interest
Payment Date, subject to certain exceptions.
The per annum interest rate on the Notes (the "Interest Rate") in effect for each day of an Interest Period (as defined below) will be equal to the
Applicable LIBOR Rate plus 75 basis points (0.750%). For the first short interest payment, the Applicable LIBOR Rate will be 2.22481%. The Interest
Rate for each Interest Period will be reset on March 1, June 1, September 1 and December 1 of each year, and will be set for the initial Interest Period on
June 25, 2018 (each such date, an "Interest Reset Date") until the principal on the Notes is paid or made available for payment (the "Principal Payment
Date"). If any Interest Reset Date (other than the initial Interest Reset Date occurring on June 25, 2018) and Interest Payment Date would otherwise be a
day that is not a

S-6
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LIBOR business day, such Interest Reset Date and Interest Payment Date shall be the next succeeding LIBOR business day, unless the next succeeding
LIBOR business day is in the next succeeding calendar month, in which case such Interest Reset Date and Interest Payment Date shall be the immediately
preceding LIBOR business day.
"LIBOR business day" means any day that is not a Saturday or Sunday and that, in The City of New York or the City of London, is not a day on
which banking institutions are generally authorized or obligated by law to close.
"Interest Period" shall mean the period from and including an Interest Reset Date to but excluding the next succeeding Interest Reset Date and, in the
case of the last such period, from and including the Interest Reset Date immediately preceding the Maturity Date or Principal Payment Date, as the case
may be, to but not including such Maturity Date or Principal Payment Date, as the case may be. If the Principal Payment Date or Maturity Date is not a
LIBOR business day, then the principal amount of the Notes plus accrued and unpaid interest thereon shall be paid on the next succeeding LIBOR business
day and no interest shall accrue for the Maturity Date, Principal Payment Date or any day thereafter.
The "Applicable LIBOR Rate" shall mean the rate determined in accordance with the following provisions:
(1) On the second day on which dealings in deposits in U.S. dollars are transacted in the London interbank market preceding each Interest
Reset Date (each such date, an "Interest Determination Date"), The Bank of New York Mellon Trust Company, N.A. (the "Calculation Agent"), as
agent for AT&T, will determine the Applicable LIBOR Rate which shall be the rate for deposits in U.S. dollars having a maturity of three months
commencing on the first day of the applicable interest period that appears on the Bloomberg Screen BBAM Page (or any successor page) as of 11:00
a.m., London time, on such Interest Determination Date, except with respect to the first Interest Determination Date for which the Applicable LIBOR
Rate will be 2.22481%. If the Applicable LIBOR Rate on such Interest Determination Date does not appear on the Bloomberg Screen BBAM Page
(or any successor page), the Applicable LIBOR Rate will be determined as described in (2) below.
(2) With respect to an Interest Determination Date for which the Applicable LIBOR Rate does not appear on the Bloomberg Screen BBAM
Page (or any successor page) as specified in (1) above, the Applicable LIBOR Rate will be determined on the basis of the rates at which deposits in
U.S. dollars are offered by four major banks in the London interbank market selected by AT&T (the "Reference Banks") at approximately 11:00
a.m., London time, on such Interest Determination Date to prime banks in the London interbank market having a maturity of three months, and in a
principal amount equal to an amount of not less than U.S.$1,000,000 that is representative for a single transaction in such market at such time. The
Calculation Agent, upon direction from AT&T, will request the principal London office of each of such Reference Banks to provide a quotation of its
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rate. If at least two such quotations are provided, the Applicable LIBOR Rate on such Interest Determination Date will be the arithmetic mean
(rounded upwards) of such quotations. If fewer than two quotations are provided, the Applicable LIBOR Rate on such Interest Determination Date
will be the arithmetic mean (rounded upwards) of the rates quoted by three major banks in New York City selected by AT&T at approximately 11:00
a.m., New York City time, on such Interest Determination Date for loans in U.S. dollars to leading European banks, having a maturity of three
months, and in a principal amount equal to an amount of not less than U.S.$1,000,000 that is representative for a single transaction in such market at
such time; provided, however, that if the banks in New York City selected as aforesaid by AT&T are not quoting as mentioned in this sentence, the
relevant Interest Rate for the Interest Period commencing on the Interest Reset Date following such Interest Determination Date will be the Interest
Rate in effect on such Interest Determination Date (i.e., the same as the rate determined for the immediately preceding Interest Reset Date).
The amount of interest for each day that the Notes are outstanding (the "Daily Interest Amount") will be calculated by dividing the Interest Rate in
effect for such day by 360 and multiplying the result by the principal

S-7
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amount of the Notes (known as the "Actual/360" day count). The amount of interest to be paid on the Notes for any Interest Period will be calculated by
adding the Daily Interest Amounts for each day in such Interest Period. For the avoidance of doubt, for the first short interest payment, the Applicable
LIBOR Rate will be 2.22481%.
The Interest Rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United
States law of general application. Additionally, the Interest Rate on the Notes will in no event be lower than zero.
The Interest Rate and amount of interest to be paid on the Notes for each Interest Period will be determined by the Calculation Agent. The
Calculation Agent will, upon the request of any holder of the Notes, provide the interest rate then in effect with respect to the Notes. All calculations made
by the Calculation Agent shall in the absence of manifest error be conclusive for all purposes and binding on AT&T and the holders of the Notes. So long
as the Applicable LIBOR Rate is required to be determined with respect to the Notes, there will at all times be a Calculation Agent. In the event that any
then acting Calculation Agent shall be unable or unwilling to act, or that such Calculation Agent shall fail to duly establish the Applicable LIBOR Rate for
any Interest Period, or that AT&T proposes to remove such Calculation Agent, AT&T shall appoint itself or another person which is a bank, trust company,
investment banking firm or other financial institution to act as the Calculation Agent.
Form and Title
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, 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

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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 and a successor depositary is not appointed by us
within 90 days, we will issue the Notes in definitive form in exchange for the global notes. We will also issue the Notes in definitive form in exchange for
the global notes 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 represented by the global notes and, in that event, will issue the Notes in
definitive form in exchange for the global notes. In any such instance, an owner of a beneficial interest in the global notes will be entitled to physical
delivery in definitive form of the Notes represented by the global notes equal in principal amount to such beneficial interest and to have such Notes
registered in its name. The Notes so issued in definitive form will be issued as registered in minimum denominations of $2,000 and integral multiples of
$1,000 thereafter, unless otherwise specified by us. Our definitive form of the Notes can be transferred by presentation for registration to the registrar at its
New York office and must be duly endorsed by the holder or his attorney duly authorized in writing, or accompanied by a written instrument or instruments
of transfer in form satisfactory to us or the trustee duly executed by the holder or his attorney duly authorized in writing. We may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of definitive
notes.
The Clearing Systems
DTC. The depositary has advised us as follows: the depositary is a limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act.
The depositary holds securities deposited with it by its participants and facilitates the settlement of transactions among its participants in such securities
through electronic computerized book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities
certificates. The depositary's participants include securities brokers and dealers (including the underwriters), banks, trust companies, clearing corporations
and certain other organizations, some of whom (and/or their representatives) own the depositary. Access to the depositary's book-entry system is also
available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either
directly or indirectly.
According to the depositary, the foregoing information with respect to the depositary has been provided to the financial community for informational
purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.
Clearstream Luxembourg. Clearstream Luxembourg advises that it is incorporated under the laws of Luxembourg as a professional depositary.
Clearstream Luxembourg holds securities for its participating organizations and facilitates the clearance and settlement of securities transactions between
Clearstream Luxembourg participants through electronic book-entry changes in accounts of Clearstream Luxembourg participants, thereby eliminating the
need for physical movement of certificates. Clearstream Luxembourg provides to Clearstream Luxembourg participants, among other things, services for
safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream Luxembourg
interfaces with domestic markets in several countries. As a professional depositary, Clearstream Luxembourg is subject to regulation by the Luxembourg
Monetary Institute. Clearstream Luxembourg participants are recognized financial institutions around the world, including underwriters, securities brokers
and

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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 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.
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
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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 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

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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.
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
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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;

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(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;
(2) to any holder that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary or partnership, but only to the
extent that the beneficial owner, a beneficiary or settlor with respect to the fiduciary, or a member of the partnership would not have been entitled to
the payment of an additional amount had such beneficial owner, beneficiary, settlor or member received directly its beneficial or distributive share of
the payment;
(3) to any tax, assessment or governmental charge that is imposed or withheld solely because the beneficial owner or any other person failed to
comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the
United States of the holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States Treasury
Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or
other governmental charge;
(4) to any tax, assessment or governmental charge that is imposed other than by deduction or withholding by AT&T or a paying agent from the
payment;
(5) to any tax, assessment or governmental charge that is imposed or withheld solely because of a change in law, regulation, or administrative
or judicial interpretation that is announced or becomes effective after the day on which the payment becomes due or is duly provided for, whichever
occurs later;
(6) to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or any similar tax, assessment or governmental charge;
(7) to any tax, assessment or other governmental charge any paying agent (which term may include us) must withhold from any payment of
principal of or interest on any Note, if such payment can be made without such withholding by any other paying agent; or
(8) in the case of any combination of the above items.
In addition, any amounts to be paid on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471
through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the
Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the
implementation of such Sections of the Code, and no additional amounts will be required to be paid on account of any such deduction or withholding.
The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable. Except as
specifically provided under this heading "-- Payment of Additional Amounts" and under the heading "-- Redemption Upon a Tax Event," we do not have
to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority.
Any reference in the terms of the Notes to any amounts in respect of the Notes shall be deemed also to refer to any additional amounts which may be
payable under this provision.
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