Obligation ATT Inc. 4.5% ( US00206RDL33 ) en USD

Société émettrice ATT Inc.
Prix sur le marché refresh price now   85.426 %  ⇌ 
Pays  Etas-Unis
Code ISIN  US00206RDL33 ( en USD )
Coupon 4.5% par an ( paiement semestriel )
Echéance 09/03/2048



Prospectus brochure de l'obligation AT&T Inc US00206RDL33 en USD 4.5%, échéance 09/03/2048


Montant Minimal 2 000 USD
Montant de l'émission 4 499 999 000 USD
Cusip 00206RDL3
Notation Standard & Poor's ( S&P ) BBB ( Qualité moyenne inférieure )
Notation Moody's Baa2 ( Qualité moyenne inférieure )
Prochain Coupon 09/03/2026 ( Dans 124 jours )
Description détaillée 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 AT&T Inc. (US00206RDL33, CUSIP 00206RDL3), émise aux États-Unis pour un montant total de 4 499 999 000 USD, offrant un taux d'intérêt de 4,5 %, échéant le 09/03/2048, avec des paiements semestriels, s'échange actuellement à 85,426 % de sa valeur nominale, avec une taille minimale d'achat de 2 000 USD et des notations S&P BBB et Moody's Baa2.







OFFERING MEMORANDUM
STRICTLY CONFIDENTIAL
AT&T Inc.



Offers to Exchange Old Notes (as defined below) for up to $3,000,000,000 in Aggregate Principal Amount of New 2057 Notes
(as defined below) and Cash (as specified below) and up to $2,500,000,000 in Aggregate Principal Amount of New 2033 Notes
(as defined below) and Cash (as specified below), as applicable


The exchange offers with respect to the Old Notes (as defined below) will expire at 11:59 p.m., New York City time, on December 15, 2020, unless
extended or earlier terminated by us (such date and time, as the same may be extended or earlier terminated, the "Expiration Date"). In order to be
eligible to receive the Early Participation Payment (as defined below), holders of Old Notes must validly tender their Old Notes at or prior to 5:00 p.m.,
New York City time, on December 1, 2020, unless extended by us (such date and time, as it may be extended, the "Early Participation Date"). Tenders of
Old Notes may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on December 1, 2020, unless extended by us (such date
and time, as it may be extended, the "Withdrawal Deadline"), but tenders will thereafter be irrevocable, except in certain limited circumstances where
we determine additional withdrawal rights are required by law. The Early Participation Date can be extended independently of the Withdrawal
Deadline.

The Exchange Offers
Upon the terms and subject to the conditions set forth in this offering memorandum, AT&T Inc., a Delaware corporation ("AT&T" or the "Company"), is offering
to exchange (the "Pool 1 Offer") the four series of notes described in the below table (collectively, the "Pool 1 Notes") for a new series of AT&T's senior notes due
December 1, 2057 (the "New 2057 Notes") and the applicable Cash Payment (as defined below), in each case as provided herein. The aggregate principal amount of
Pool 1 Notes of each series that is accepted for exchange will be based on the order of acceptance priority for such series as set forth in the table below, such that the
aggregate principal amount of Pool 1 Notes accepted in the Pool 1 Offer results in the issuance of New 2057 Notes in an amount not exceeding the 2057 Notes Cap (as
defined below).
Principal
Cash
Amount
Reference
Payment Acceptance
CUSIP
Outstanding
UST
Fixed Spread Percent of Priority
Title of Security
Issuer
Number(s)
(MM)(1)
Security
(basis points)(2) Premium(3)
Level
Pool 1 Notes
1.375% due
4.800% Global Notes due 2044* AT&T Inc.
00206RCG5
$1,749.9
8/15/2050
170
0% 1
00206RDL3 /
1.375% due
4.500% Global Notes due 2048* AT&T Inc.
$4,176.4
00206RDJ8
8/15/2050
180
0%
2
1.375% due
4.35% Global Notes due 2045*
AT&T Inc.
00206RBK7 /
$1,896.1
U04644AE7
8/15/2050
170
0%
3
1.375% due
4.30% Global Notes due 2042*
AT&T Inc.
00206RBH4 /
$1,956.1
00206RBG6
8/15/2050
160
0%
4









(1) Rounded to the nearest tenth of a million.
(2) The Early Participation Payment, as defined herein, for the Pool 1 Offer will be $50 of principal amount of New 2057 Notes per $1,000 principal amount of
Pool 1 Notes and is included in the Total Consideration (as defined below).
(3) The Cash Payment Percent of Premium is the percent of the amount by which the Total Consideration exceeds $1,000 in principal amount and cash per $1,000
principal amount of such Old Notes.

*Denotes a series of Old Notes for which the Total Consideration and Exchange Consideration will be determined taking into account the par call date, instead of
the maturity date, in accordance with standard market practice.
Upon the terms and subject to the conditions set forth in this offering memorandum and, with respect to the Certificated Notes (as defined below), the related letter
of transmittal, the Company is also offering to exchange (the "Pool 2 Offer" and, together with the Pool 1 Offer, the "Exchange Offers") the nine series of notes
described in the below table (collectively, the "Pool 2 Notes" and, together with the Pool 1 Notes, the "Old Notes") for a new series of AT&T's senior notes due
December 1, 2033 (the "New 2033 Notes" and, together with the New 2057 Notes, the "New Notes"), as provided herein, and the applicable Cash Payment (as defined
below). The aggregate principal amount of Pool 2 Notes of each series that is accepted for exchange will be based on the order of acceptance priority for such series as
set forth in the below table, such that the aggregate principal amount of Pool 2 Notes accepted in the Pool 2 Offer results in the issuance of New 2033 Notes in an
amount not exceeding the 2033 Notes Cap (as defined below).




Principal
Cash
Amount
Reference
Payment Acceptance
CUSIP
Outstanding
UST
Fixed Spread Percent of Priority
Title of Security
Issuer
Number(s)
(MM)(1)
Security
(basis points)(2) Premium(3)
Level
Pool 2 Notes
7 1/8% Debentures due
Pacific Bell Telephone
0.250% due
694032AT0 $223.0
March 15, 2026**+
Company(4)(5)
10/31/2025
80
100%
1
0.250% due
4.125% Global Notes due 2026* AT&T Inc.
00206RCT7
$2,650.0
10/31/2025
45
0%
2
0.250% due
3.875% Global Notes due 2026* AT&T Inc.
00206RHT2
$541.1
10/31/2025
45
0%
3
0.250% due
2.950% Global Notes due 2026* AT&T Inc.
00206RHV7
$707.3
10/31/2025
50
0%
4
6.55% Debentures due
Ameritech Capital Funding
0.875% due
030955AN8 $100.2
January 15, 2028+
Corporation(6)
11/15/2030
85
55%
5
6 3/8% Debentures, due
BellSouth Telecommunications,
0.875% due
079867AW7 $197.2
June 1, 2028
LLC(7)
11/15/2030
90
40%
6
00206RGL0 /
0.875% due
4.100% Global Notes due 2028* AT&T Inc.
00206RER9 /
$2,449.0
11/15/2030
50
0%
7
U04644BB2
0.875% due
4.250% Global Notes due 2027* AT&T Inc.
00206RDQ2
$2,000.0
11/15/2030
35
0%
8
0.875% due
3.800% Global Notes due 2027* AT&T Inc.
00206RHW5
$1,329.2
11/15/2030
35
0%
9









(1) Rounded to the nearest tenth of a million.
(2) The Early Participation Payment, as defined herein, for the Pool 2 Offer will be $50 of principal amount of New 2033 Notes per $1,000 principal amount of
Pool 2 Notes and is included in the Total Consideration (as defined below).
(3) The Cash Payment Percent of Premium is the percent of the amount by which the Total Consideration exceeds $1,000 in principal amount and cash per $1,000
principal amount of such Old Notes.
(4) Pacific Bell Telephone Company was formerly known as Pacific Bell.
(5) The 7 1/8% Debentures due March 15, 2026 are unconditionally and irrevocably guaranteed by AT&T.
(6) The 6.55% Debentures due January 15, 2028 are unconditionally and irrevocably guaranteed by AT&T, with the full amount payable by AT&T so long as all of
the outstanding shares of stock of this subsidiary are owned, directly or indirectly, by AT&T. In the event AT&T sells, transfers or otherwise disposes of any
percentage of its stock ownership and this subsidiary is no longer wholly-owned, then the guarantee will expire immediately and AT&T will be released
immediately from any and all of its obligations.
(7) BellSouth Telecommunications, LLC converted from BellSouth Telecommunications, Inc.

*Denotes a series of Old Notes for which the Total Consideration and Exchange Consideration will be determined taking into account the par call date, instead of
the maturity date, in accordance with standard market practice.
** Denotes a series of Old Notes, a portion of which is held in physical certificated form (such portion, the "Certificated Notes") and is not held through The
Depositary Trust Company ("DTC"). Such Certificated Notes may only be tendered in accordance with the terms and conditions of the accompanying letter of
transmittal. With respect to the Certificated Notes, all references to the offering memorandum herein shall also include the letter of transmittal.
+ Denotes a series of Notes with respect to which, as a result of a prior consent solicitation and execution of a supplemental indenture, substantially all restrictive
covenants, certain events of default and other provisions were eliminated from the indenture governing this series.
Set forth below is a table summarizing the terms of the New Notes:
Aggregate Principal
Maturity
Amount of Old Notes
Spread to Benchmark Redemption at Option
Title of Series
Date
Accepted for Tender
Benchmark Security
Security
of the Company
New 2057 Notes
December 1, 2057
An amount of Pool 1
1.375% U.S. Treasury
210 bps
The New 2057 Notes
Notes such that the
Notes due August 15, 2050
may be redeemed in
aggregate principal
accordance with the
amount of New 2057
Optional Redemption
Notes issued does not
provisions set forth in
exceed $3,000,000,000
this offering
memorandum. See
"Description of New
Notes--The New
Notes--Optional
Redemption of the New
Notes."
New 2033 Notes
December 1, 2033
An amount of Pool 2
0.875% U.S. Treasury
160 bps
The New 2033 Notes
Notes such that the
Notes due November 15,
may be redeemed in
aggregate principal
2030
accordance with the
amount of New 2033
Optional Redemption
Notes issued does not
provisions set forth in
exceed $2,500,000,000
this offering
memorandum. See
"Description of New
Notes-- The New
Notes--Optional




Redemption of the New
Notes."
Eligible Holders (as defined below) who validly tender and do not validly withdraw their Old Notes at or prior to the Early Participation Date, and whose Old
Notes are accepted by us pursuant to the terms of the Exchange Offers, will receive consideration in the Exchange Offers equal to the Total Consideration. The Total
Consideration for the Exchange Offers, as determined in the manner described in this offering memorandum, will be in an amount equal to the discounted value of the
remaining payments of principal and interest through the maturity date or, if applicable, the par call date, of the applicable series of Old Notes (excluding accrued and
unpaid interest to, but not including, the applicable Settlement Date), using a yield equal to the sum of (i) the bid-side yield on the applicable Reference UST Security
(as set forth in the tables above for such series of Old Notes) as calculated by the joint-lead dealer managers (the "Joint-Lead Dealer Managers") in accordance with
standard market practice, as of 11:00 a.m. New York City time on December 2, 2020 (such date and time, the "Pricing Time"), as displayed on the Bloomberg
Government Pricing Monitor Page PX1 (or any recognized quotation source selected by the Joint-Lead Dealer Managers in their sole discretion if such page is not
available or is manifestly erroneous) and (ii) the Fixed Spread set forth in the tables above with respect to such series of Old Notes. The Total Consideration includes
the Early Participation Payment set forth in the footnotes to the tables above. Eligible Holders who validly tender their Old Notes after the Early Participation Date, but
prior to the Expiration Date, will receive an amount reflecting the Total Consideration less the Early Participation Payment (the "Exchange Consideration").
The Total Consideration (which includes the Early Participation Payment) for each of the Exchange Offers for holders tendering and not validly withdrawing
their Old Notes at or prior to the Early Participation Date will be divided into (i) a cash payment equal to the product of (x) the applicable Cash Payment Percent of
Premium set forth in the table above for such series of Old Notes and (y) the applicable Total Consideration for such series of Old Notes less $1,000 (the "Cash
Payment") and (ii) a principal amount of the New Notes determined by multiplying each $1,000 principal amount of Old Notes tendered by an exchange ratio equal to
the quotient obtained by dividing (a) the Total Consideration of the series of outstanding Old Notes tendered minus such Cash Payment by (b) the New Issue Price (as
defined below) (the "Exchange Ratio").
The Exchange Consideration (which excludes the Early Participation Payment) for each of the Exchange Offers for holders tendering and not validly
withdrawing their Old Notes after the Early Participation Date, but at or prior to the Expiration Date, will be divided into (i) a cash amount equal to the applicable Cash
Payment and (ii) a principal amount of the applicable series of New Notes determined by multiplying each $1,000 principal amount of Old Notes tendered by the
Exchange Ratio, less the Early Participation Payment.
As set forth in this offering memorandum, the New Notes will bear interest at a rate per annum to be determined as of the Pricing Time, rounded down to the
nearest 0.05%, such that the New Issue Price for the New Notes will be at or below, but as close as possible, to par. The New Issue Price for each series of the New
Notes will equal the discounted value of the payments of principal and interest on $1,000 principal amount of such New Notes through their maturity date using a yield
equal to the sum of (a) the bid-side yield on the Benchmark Security (1.375% U.S. Treasury Notes due August 15, 2050 for the New 2057 Notes or 0.875% U.S.
Treasury Notes due November 15, 2030 for the New 2033 Notes) as calculated by the Joint-Lead Dealer Managers in accordance with standard market practice, as of
the Pricing Time as displayed on the Bloomberg Government Pricing Monitor Page PX1 (or any recognized quotation source selected by the Joint-Lead Dealer
Managers in their sole discretion if such page is not available or is manifestly erroneous), plus (b) 2.10% for the New 2057 Notes and 1.60% for the New 2033 Notes.
We may elect to increase the amount of the Cash Payment for any series of Old Notes in the Pool 1 Offer by up to $100 per $1,000 principal amount of such Old
Notes. This would affect the composition, but not the amount, of the Total Consideration or Exchange Consideration, as applicable, for such Pool 1 Notes in the Pool 1
Offer. Any such election will be determined at the Pricing Time and, if made, will be announced on December 2, 2020 after the Pricing Time.
We may elect to increase or decrease the amount of the Cash Payment for any series of Old Notes in the Pool 2 Offer by up to $100 per $1,000 principal amount
of such Old Notes. This would affect the composition, but not the amount, of the Total Consideration or Exchange Consideration, as applicable, for such Pool 2 Notes
in the Pool 2 Offer. Any such election will be determined at the Pricing Time and, if made, will be announced on December 2, 2020 after the Pricing Time.
In addition, in our sole discretion and subject to applicable law, we reserve the right to remove one or more series of Old Notes from the Exchange Offers if the
desired accounting and tax treatment are not achieved. Any such decision will be determined at the Pricing Time and, if made, will be announced on December 2, 2020
after the Pricing Time. In the event that we remove a particular series of Old Notes, the acceptance priority level for any series of Old Notes below such series of notes
removed will be adjusted accordingly.
The maximum aggregate principal amount of New 2057 Notes that will be issued is $3,000,000,000 (the "2057 Notes Cap") and the maximum aggregate
principal amount of New 2033 Notes that will be issued is $2,500,000,000 (the "2033 Notes Cap"). The maximum aggregate principal amount of Pool 1 Notes that we
will accept for tender is an amount of Pool 1 Notes that results in the issuance of New 2057 Notes in an amount not exceeding the 2057 Notes Cap. The maximum
aggregate principal amount of Pool 2 Notes that we will accept for tender is an amount of Pool 2 Notes that results in the issuance of the New 2033 Notes in an amount
not exceeding the 2033 Notes Cap. We also intend to pay in cash accrued and unpaid interest on the Old Notes accepted for exchange from the last applicable interest
payment date to, but excluding, the date on which the exchange of Old Notes accepted for exchange is settled (such date is referred to herein as a "Settlement Date"),
less the amount of any pre-issuance interest on the New Notes exchanged therefor, and amounts due in lieu of fractional amounts of New Notes. If less than
$1,000,000,000 of New 2057 Notes would be issued, then all Pool 1 Note tenders will be cancelled and no New 2057 Notes will be created. If less than $1,000,000,000
of New 2033 Notes would be issued, then all Pool 2 Note tenders will be cancelled and no New 2033 Notes will be created.
As of November 17, 2020, the aggregate principal amounts of Pool 1 Notes and Pool 2 Notes outstanding were $9,778,610,000 and $10,197,000,000,
respectively. We may increase (or upsize) the 2057 Notes Cap (the "Upsized 2057 Notes Cap") and/or the 2033 Notes Cap (the "Upsized 2033 Notes Cap") in our sole
discretion. In the event of an Upsized 2057 Notes Cap or an Upsized 2033 Notes Cap after the Withdrawal Deadline, we are not required to reinstate withdrawal rights
nor must we extend the Expiration Date. Please see "Description of the Exchange Offers--Expiration Date; Extension; Termination; Amendment" and "Description of
the Exchange Offers--Maximum Issuance Amount; Proration; Acceptance Priority Levels" for more information.
All Old Notes that are tendered for exchange in the Exchange Offers on or before the Early Participation Date will have priority over Old Notes that are tendered
for exchange after the Early Participation Date. If the principal amount of Old Notes validly tendered and not validly withdrawn on or before the Early Participation
Date constitutes a principal amount of Old Notes that, if accepted by us, would result in us issuing New 2057 Notes having an aggregate principal amount equal to or in
excess of the 2057 Notes Cap and/or issuing New 2033 Notes having an aggregate principal amount equal to or in excess of the 2033 Notes Cap, we will not accept any
Pool 1 Notes or Pool 2 Notes, as applicable, tendered for exchange after the Early Participation Date (even if they are of acceptance priority level 1) unless we elect, in
our sole discretion, to increase the 2057 Notes Cap and/or the 2033 Notes Cap, as applicable.
The New Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of
any State or other jurisdiction. The Exchange Offers will only be made, and the New Notes are only being offered and will only be issued, to holders of Old Notes
either (a) in the United States, that are "qualified institutional buyers," or "QIBs," as that term is defined in Rule 144A under the Securities Act, in a private transaction
in reliance upon an exemption from the registration requirements of the Securities Act or (b) (i) outside the United States, that are persons other than "U.S. persons," as
that term is defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act, or a dealer or other
professional fiduciary organized, incorporated or (if an individual) residing in the United States holding a discretionary account or similar account (other than an estate
or a trust) for the benefit or account of a non-"U.S. person," (ii) if located or resident in any Member State of the European Economic Area or in the United Kingdom,
who are persons other than "retail investors" (for these purposes, a retail investor means a person who is one (or more) of: (1) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (2) 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 (3) not a "qualified investor" as
defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") and the Luxembourg Prospectus Law), and consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available
to retail investors in the European Economic Area or in the United Kingdom has been prepared and therefore offering or selling the New Notes or otherwise making
them available to any retail investor in the European Economic Area or in the United Kingdom may be unlawful under the PRIIPs Regulation; and (iii) if located or
resident in Canada, is located or resident in a province of Canada and is an "accredited investor" as such term is defined in National Instrument 45-106 ­ Prospectus
Exemptions, and, if resident in Ontario, section 73.3(1) of the Securities Act (Ontario), in each case, that is not an individual unless that person is also a "permitted
client" as defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations. We refer to holders of Old Notes who
certify to us that they are eligible to participate in the Exchange Offers pursuant to at least one of the foregoing conditions as "Eligible Holders." Only Eligible Holders
who have completed and returned the eligibility certification are authorized to receive or review this offering memorandum or to participate in the Exchange
Offers. For Canadian Eligible Holders tendering Old Notes, such participation is also conditioned upon the receipt of beneficial ownership information,
including a completed certification form which is required if tendering Old Notes.

Joint-Lead Dealer Managers

Credit Suisse
Deutsche Bank Securities






The date of this offering memorandum is November 17, 2020.





Early Participation Payment
We want to encourage Eligible Holders (as defined above) of Old Notes to tender early. Accordingly, the Total
Consideration, for each $1,000 principal amount of Old Notes tendered and accepted, includes an Early Participation
Payment, which will be $50 principal amount of New Notes (the "Early Participation Payment"). Only Eligible
Holders who validly tender their Old Notes at or prior to the Early Participation Date, who do not validly withdraw
their tenders and whose tenders are accepted for exchange will receive the Early Participation Payment as part of the
Total Consideration. Eligible Holders who validly tender their Old Notes after the Early Participation Date and
whose Old Notes are accepted for exchange will receive the Exchange Consideration, which reflects the Total
Consideration less the portion of the Total Consideration attributable to the Early Participation Payment.
Determination of the Total Consideration and Exchange Consideration
The Total Consideration for each $1,000 principal amount of each series of the Old Notes validly tendered
pursuant to the Pool 1 Offer or the Pool 2 Offer, as the case may be, at or prior to the Early Participation Date and
accepted for purchase by us will be calculated as of the Pricing Time and will equal (rounded to the nearest cent) the
discounted value (calculated in accordance with the formula set forth in Annex A to this offering memorandum) of
the remaining payments of principal and interest on $1,000 principal amount of such series of Old Notes through
their maturity date or, if applicable, their par call date (excluding accrued and unpaid interest through the applicable
Settlement Date) at a discount rate equal to the sum of (a) the bid-side yield (the "Reference Yield") on the
applicable reference U.S. Treasury Notes (the "Reference UST Security") listed in the tables set forth on the cover
pages for such series of Old Notes and based on the bid-side price for such applicable Reference UST Security, as
calculated by the Joint-Lead Dealer Managers in accordance with standard market practice as of the Pricing Time as
displayed on the Bloomberg Government Pricing Monitor Page PX1 (for each series of Old Notes, the "Old Notes
Quotation Report") (or any recognized quotation source selected by the Joint-Lead Dealer Managers in their sole
discretion if the Old Notes Quotation Report for that series of Old Notes is not available or is manifestly erroneous),
plus (b) the Fixed Spread listed in the tables set forth on the cover pages for such series of Old Notes. The Total
Consideration for each series of Old Notes will be rounded to the nearest cent per $1,000 principal amount of such
Old Notes, and includes an Early Participation Payment of $50 principal amount of New Notes per $1,000 principal
amount of such Old Notes tendered and accepted and not validly withdrawn, to be paid in the form of New Notes.
We may elect to increase the principal amount of the Cash Payment (as defined below) for any series of Old
Notes in the Pool 1 Offer by up to $100 per $1,000 principal amount of such Old Notes. This would affect the
composition, but not the amount, of the Total Consideration or Exchange Consideration, as applicable, for such Pool
1 Notes in the Pool 1 Offer. Any such election will be determined at the Pricing Time and, if made, will be
announced on December 2, 2020 after the Pricing Time.
We may elect to increase or decrease the principal amount of the Cash Payment (as defined below) for any
series of Old Notes in the Pool 2 Offer by up to $100 per $1,000 principal amount of such Old Notes. This would
affect the composition, but not the amount, of the Total Consideration or Exchange Consideration, as applicable, for
such Pool 2 Notes in the Pool 2 Offer. Any such election will be determined at the Pricing Time and, if made, will
be announced on December 2, 2020 after the Pricing Time.
The Exchange Consideration for each of the Exchange Offers for each $1,000 principal amount of each series
of Old Notes validly tendered pursuant to the Exchange Offers after the Early Participation Date and at or before the
Expiration Date will equal the Total Consideration for each $1,000 principal amount of the applicable series of Old
Notes less the Early Participation Payment.
In addition, in our sole discretion and subject to applicable law, we reserve the right to remove one or more
series of Old Notes from the Exchange Offers if the desired accounting and tax treatment are not achieved. Any such
decision will be determined at the Pricing Time and, if made, will be announced on December 2, 2020 after the
Pricing Time. In the event that we remove a particular series of Old Notes, the acceptance priority level for any
series of Old Notes below such series of notes removed will be adjusted accordingly.
Eligible Holders who receive New Notes in exchange for Old Notes on the Final Settlement Date (as defined
herein) will receive New Notes that will, if the Early Settlement Date (as defined herein) has occurred, have an
embedded entitlement to pre-issuance interest for the period from, and including, the Early Settlement Date to, but
not including, the Final Settlement Date. As a result, the cash payable for accrued and unpaid interest on the Old





Notes exchanged on the Final Settlement Date will be reduced by the amount of pre-issuance interest on the New
Notes exchanged therefor.
Determination of Cash Payment and Amount of New Notes to be Issued
If you validly tender Old Notes at or prior to the Early Participation Date, and do not validly withdraw, you
will receive for each $1,000 principal amount of outstanding Old Notes validly tendered and accepted by us the
Total Consideration consisting of:
A cash amount equal to the product of (x) the applicable Cash Payment Percent of Premium set forth in the
tables on the cover pages for such series of Old Notes and (y) the applicable Total Consideration for such
series of Old Notes, less $1,000 (the "Cash Payment"); plus
A principal amount of a series of New Notes (as set forth in the following table) determined by multiplying
such $1,000 principal amount of Old Notes tendered by an exchange ratio equal to the quotient obtained by
dividing (a) the Total Consideration of the applicable series of outstanding Old Notes tendered minus the
Cash Payment by (b) the New Issue Price (as determined under "--The New Notes") of the applicable
series of New Notes (the "Exchange Ratio").
Series of Old Notes
Series of New Notes
Pool 1 Notes
New 2057 Notes
Pool 2 Notes
New 2033 Notes
If you validly tender Old Notes after the Early Participation Date, but at or prior to the Expiration Date, you
will receive for each $1,000 principal amount of outstanding Old Notes tendered and accepted by us the Exchange
Consideration consisting of:
A cash amount equal to the applicable Cash Payment; plus
A principal amount of a series of New Notes (as set forth in the table above) determined by multiplying
such $1,000 principal amount of Old Notes tendered by the applicable Exchange Ratio, less the Early
Participation Payment.
In addition, Eligible Holders whose Old Notes are accepted for exchange will receive a cash payment
representing accrued and unpaid interest on such Old Notes to, but not including, the applicable Settlement Date,
less the amount of any pre-issuance interest on the New Notes exchanged therefor, and amounts due in lieu of
fractional amounts of New Notes.
Each Series of New Notes will be issued to Eligible Holders in minimum denominations of $2,000 and integral
multiples of $1,000.
We expect to fund the Cash Payment, payment of accrued and unpaid interest on Old Notes and payment of
any cash in lieu of fractional amount of New Notes through cash on hand or short-term commercial paper
borrowings.
The New Notes
The New 2057 Notes will mature on December 1, 2057 and the New 2033 Notes will mature on December 1,
2033. Each series will bear interest at a rate per annum to be determined at the Pricing Time, rounded down to the
nearest 0.05%, such that the New Issue Price for the New Notes will be at or below, but as close as possible to, par.
The New Issue Price for each series of the New Notes will equal the discounted value of the payments of principal
and interest on $1,000 principal amount of such New Notes, as applicable, through their maturity date using a yield
equal to the sum of (a) the bid-side yield on the 1.375% U.S. Treasury Notes due August 15, 2050 for the New 2057
Notes or 0.875% U.S. Treasury Notes due November 15, 2030 for the New 2033 Notes (as applicable, the
"Benchmark Security"), as calculated by the Joint-Lead Dealer Managers in accordance with standard market
practice, as of the Pricing Time as displayed on the Bloomberg Government Pricing Monitor Page PX1 (the "New
Notes Quotation Report") (or any recognized quotation source selected by the Joint-Lead Dealer Managers in their
sole discretion if the New Notes Quotation Report is not available or is manifestly erroneous), plus (b) 2.10% for the
New 2057 Notes and 1.60% for the New 2033 Notes.





The New Issue Price for the New 2057 Notes and the New 2033 Notes will be rounded to the nearest cent per
$1,000 principal amount of such New 2057 Notes and New 2033 Notes, respectively. Interest on the New 2057
Notes and the New 2033 Notes will accrue from the first Settlement Date and will be payable semi-annually, in
arrears on June 1 and December 1 of each year, commencing on June 1, 2021. The New Notes will be senior
unsecured obligations and will rank equally with our other senior unsecured obligations. See "Description of New
Notes."
We may redeem some or all of the New Notes at any time at the redemption price described under
"Description of New Notes--The New Notes--Optional Redemption of the New Notes."
Settlement Dates
We reserve the right, but are under no obligation, at any point following the Early Participation Date and
before the Expiration Date to accept for exchange any Old Notes validly tendered at or prior to the Early
Participation Date (the date of such exchange, the "Early Settlement Date"). The Early Settlement Date will be
determined at our option and is currently expected to occur on December 7, 2020, the fourth business day
immediately following the Early Participation Date. If, after the Early Participation Date, we choose to exercise our
option to have an Early Settlement Date and all conditions to the relevant Exchange Offers have been or are
concurrently satisfied or waived by us, we will, subject to the terms of the Exchange Offers, accept for exchange all
Old Notes validly tendered in the Exchange Offers prior to the Early Participation Date, and the exchange for such
Old Notes will be made on the Early Settlement Date.
Whether or not we choose to exercise our option to have an Early Settlement Date, if, at or prior to the
Expiration Date, all conditions to the relevant Exchange Offer have been or concurrently are satisfied or waived by
us, we will, subject to the terms of the Exchange Offers, accept for exchange all Old Notes validly tendered in such
Exchange Offer at or prior to the Expiration Date, and not validly withdrawn at or prior to the Withdrawal Deadline
(the date of such exchange, the "Final Settlement Date"). The Final Settlement Date will be promptly after the
Expiration Date and is currently expected to occur on December 17, 2020, the second business day immediately
following the Expiration Date. Each of the Early Settlement Date and the Final Settlement Date is referred to as a
"Settlement Date." See "Description of the Exchange Offers--Settlement Dates."
Conditions; Withdrawal Rights
Each of the Exchange Offers is subject to the conditions discussed under "Description of the Exchange
Offers--Conditions to the Exchange Offers," including that (i) if less than $1,000,000,000 of New 2057 Notes
would be issued, then all Pool 1 Note tenders will be cancelled and no New 2057 Notes will be created, (ii) if less
than $1,000,000,000 of New 2033 Notes would be issued, then all Pool 2 Note tenders will be cancelled and no New
2033 Notes will be created, (iii) at the Pricing Time, the combination of the yield of the New Notes and the Total
Consideration or Exchange Consideration, as applicable, for the applicable series of Old Notes would, in our
reasonable judgment, result in the New Notes and such Old Notes not being treated as "substantially different"
under ASC 470-50 and (iv) with respect to any Old Notes validly tendered pursuant to either Exchange Offer that
will be exchanged on the Final Settlement Date, we determine that the New Notes to be issued on the Final
Settlement Date in such Exchange Offer will be treated as part of the same issue as the New Notes, if any, issued on
the Early Settlement Date for U.S. federal income tax purposes pursuant to specified tests (see "Certain U.S. Federal
Income Tax Consequences--Tax Consequences to Exchanging U.S. Holders--Holders that Exchange Old Notes on
the Final Settlement Date"). We expressly reserve the right, at any time or at various times, to waive any of the
conditions of either or both of the Exchange Offers, in whole or in part, and we may terminate either or both of the
Exchange Offer at any time. Neither of the Exchange Offers is conditioned upon the other Exchange Offer, and we
may terminate either Exchange Offer without terminating the other Exchange Offer.
Tenders of Old Notes in the Exchange Offer may be validly withdrawn at any time prior to the Withdrawal
Deadline, but thereafter will be irrevocable, except in certain limited circumstances where we determine additional
withdrawal rights are required by law. Tenders submitted in the Exchange Offer after the Withdrawal Deadline will
be irrevocable except in the limited circumstances referred to in the preceding sentence. See "Description of the
Exchange Offers--Withdrawal Rights."





Registration Rights
The New Notes have not been registered under the Securities Act or with any securities regulatory authority of
any State or other jurisdiction. We will enter into a registration rights agreement pursuant to which we will agree to
file an exchange offer registration statement and, under some circumstances, a shelf registration statement, with the
Securities and Exchange Commission (the "SEC") with respect to the New Notes. If we fail to comply with certain
of our obligations under the registration rights agreement, we will pay additional interest on the New Notes.
None of us, the Dealer Managers, the Exchange Agent, the Information Agent or any other person is
making any recommendation as to whether or not you should tender your Old Notes for exchange in the
Exchange Offer. You must make your own decision whether to tender your Old Notes in the Exchange Offer,
and, if so, the amount of your Old Notes, as the case may be, to tender.
This offering memorandum incorporates important business and financial information about us from reports
we file with the SEC. This incorporated information is not printed in or attached to this offering memorandum. We
explain how you can find this information in "Where You Can Find More Information." We urge you to review this
offering memorandum, together with the incorporated information, carefully.
Investing in the New Notes involves risks. See "Risk Factors" beginning on page 17 of
this offering memorandum.

Neither the SEC nor any other regulatory body has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this offering memorandum. Any representation to the contrary is a
criminal offense.







TABLE OF CONTENTS

Page
Forward-Looking Statements ........................................................................................................................................ ii
Securities and Exchange Commission Filings ............................................................................................................... ii
Where You Can Find More Information ....................................................................................................................... ii
Incorporation of Certain Information by Reference ...................................................................................................... ii
Important Dates ............................................................................................................................................................ iv
Summary........................................................................................................................................................................ 1
Risk Factors ................................................................................................................................................................. 17
Use of Proceeds ........................................................................................................................................................... 21
Description of the Exchange Offers............................................................................................................................. 22
Description of New Notes ........................................................................................................................................... 42
Notice to Investors; Transfer Restrictions ................................................................................................................... 56
Certain U.S. Federal Income Tax Considerations ....................................................................................................... 59
The Dealer Managers ................................................................................................................................................... 69
The Exchange Agent and Information Agent .............................................................................................................. 69
Validity of Securities ................................................................................................................................................... 70
Independent Registered Public Accounting Firm ........................................................................................................ 70
Annex A..................................................................................................................................................................... A-1


This offering memorandum has been prepared by us solely for use in connection with the Exchange Offers.
This offering memorandum is personal to each offeree and does not constitute an offer to any other person or to the
public generally to subscribe for or otherwise acquire securities. Distribution of this offering memorandum to any
person other than the Eligible Holders and any person retained to advise such Eligible Holders with respect to its
exchange is unauthorized, and any disclosure of any of its contents, without our prior written consent, is prohibited.
Each Eligible Holder, by accepting delivery of this offering memorandum, agrees to the foregoing and to make no
copies, electronic or otherwise, of this offering memorandum or any documents referred to in this offering
memorandum.
No person has been authorized to give any information or any representation concerning us or the Exchange
Offers (other than as contained in this offering memorandum) and, if any such other information or representation is
given or made, you should not rely on it as having been authorized by us. You should not assume that the
information contained or incorporated by reference in this offering memorandum is accurate as of any date other
than the date on the front cover of this offering memorandum or the date of the incorporated document, as
applicable.
The Dealer Managers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this offering memorandum. Nothing contained in this offering
memorandum is, or shall be relied upon as, a promise or representation by the Dealer Managers as to the past or
future. We have furnished the information contained in this offering memorandum.
The New Notes are subject to restrictions on transferability and resale and may not be transferred or resold
except as permitted under the Securities Act and the applicable state securities laws pursuant to registration or
exemption therefrom. As a prospective investor in the New Notes, you should be aware that you may be required to
bear the financial risks of this investment through the maturity of the New Notes. Please refer to the section in this
offering memorandum entitled "Notice to Investors; Transfer Restrictions."
In making an investment decision, prospective investors must rely on their own examination of us, and the
terms of the Exchange Offers and the New Notes, including the merits and risks involved. Prospective investors
should not construe anything in this offering memorandum as legal, business or tax advice. Each prospective
investor should consult its own advisors as needed to make its investment decision and to determine whether it is
legally permitted to participate in the Exchange Offers and to invest in the New Notes under applicable legal
investment or similar laws or regulations.
i




There are no guaranteed delivery provisions provided for in conjunction with the Exchange Offers under the
terms of this offering memorandum. Eligible Holders must tender their Old Notes in accordance with the procedures
set forth under "Description of the Exchange Offers--Procedures for Tendering Old Notes."
This offering memorandum contains summaries believed to be accurate with respect to certain documents, but
reference is made to the actual documents for complete information. All such summaries are qualified in their
entirety by such reference. Copies of documents referred to herein will be made available to prospective investors
upon request to us or the Joint-Lead Dealer Managers.
Investors subject to the U.S. Employee Retirement Income Security Act of 1974, as amended, or section 4975
of the U.S. Internal Revenue Code of 1986, as amended, should consult with their advisors as to the appropriateness
of their investments in the New Notes.
When we refer to "we," "our" or "us" in this offering memorandum, we mean AT&T Inc. and its consolidated
subsidiaries unless the context explicitly otherwise requires.

FORWARD-LOOKING STATEMENTS
We have included or incorporated by reference in this offering memorandum statements that may constitute
"forward-looking statements." These forward-looking statements are not historical facts but instead represent only
our belief regarding future events, many of which, by their nature, are inherently uncertain and outside of our
control. It is possible that our actual results may differ, possibly materially, from the anticipated results indicated in
or implied by these forward-looking statements. See "Risk Factors" below for information regarding important
factors that could cause actual results to differ, perhaps materially, from those in our forward-looking statements.
SECURITIES AND EXCHANGE COMMISSION FILINGS
In connection with the registration statement that we will agree to file with the SEC relating to the New Notes
or with other filings, we may be required to make changes to the information and financial data included or
incorporated by reference in this offering memorandum. Comments by the SEC on the financial data and other
information included or incorporated by reference in the registration statement required by the registration rights
agreement may require modification or reformulation of the data we present or incorporate by reference in this
offering memorandum, and any required modification or reformulation could be significant.
WHERE YOU CAN FIND MORE INFORMATION
We are required to file annual, quarterly and current reports, proxy statements and other information with the
SEC. The SEC maintains an internet site that has reports, proxy and information statements and other information
about AT&T. The address of that site is http://www.sec.gov. The reports and other information filed by AT&T with
the SEC are also available at its internet website, www.att.com. This website address is for information only and is
not intended to be an active link or to incorporate any website information into this document.
Copies of the materials referred to in the preceding paragraph, as well as copies of the form of the registration
rights agreement described herein and any current amendment or supplement to the offering memorandum, may also
be obtained from the Information Agent at its address set forth on the back cover of this offering memorandum.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We have chosen to "incorporate by reference" the information we file with the SEC under the Securities and
Exchange Act of 1934 (the "Exchange Act"), which means that we disclose important information to you by
referring you to those documents. The information incorporated by reference is considered to be part of this offering
memorandum. We incorporate by reference the documents listed below:
1. Our annual report on Form 10-K for the fiscal year ended December 31, 2019 (the "Annual Report");
2. Our quarterly reports on Form 10-Q for the fiscal quarters ended March 31, 2020, June 30, 2020 and
September 30, 2020;
ii



Document Outline