ex41






 
 
1 
DESCRIPTION OF SECURITIES OF AT&T 
INC. REGISTERED UNDER SECTION 12 OF 
THE 
EXCHANGE ACT AS OF DECEMBER 31, 2019 
 
TABLE OF CONTENTS 
DESCRIPTION OF THE COMPANY’S 
COMMON STOCK ..................................................................................... 
1
 
DESCRIPTION OF THE DEPOSITARY 
SHARES AND 5.000% PERPETUAL PREFERRED STOCK, 
SERIES A4
 
DESCRIPTION OF THE FLOATING 
RATE 
GLOBAL NOTES DUE 2020 AND THE FLOATING 
RATE 
GLOBAL NOTES DUE 2023 ................................................................ 
................................................................ 
..... 13
 
DESCRIPTION OF THE 1.875% GLOBAL NOTES DUE 2020, 
2.500% GLOBAL NOTES DUE 2023 AND THE 
3.550% GLOBAL NOTES DUE 2032 ................................................................ 
........................................................ 
22
 
DESCRIPTION OF THE 2.650% GLOBAL NOTES DUE 2021, 
THE 2.400% GLOBAL NOTES DUE 2024, THE 
3.500% GLOBAL NOTES DUE 2025 AND THE 3.375% 
GLOBAL NOTES DUE 2034 ................................ 
....... 31
 
DESCRIPTION OF THE 1.450% GLOBAL NOTES DUE 2022, 
THE 2.750% GLOBAL NOTES DUE 2023, THE 
1.050% GLOBAL NOTES DUE 2023, THE 1.300% 
GLOBAL NOTES DUE 2023, THE 1.950% GLOBAL 
NOTES DUE 2023, THE 1.800% GLOBAL NOTES DUE 2026, 
THE 2.350% GLOBAL NOTES DUE 2029, THE 
2.600% GLOBAL NOTES DUE 2029, THE 2.450% 
GLOBAL NOTES DUE 2035 AND THE 3.150% GLOBAL 
NOTES DUE 2036 ................................................................ 
................................................................ 
...................... 40
 
DESCRIPTION OF THE 0.250% GLOBAL NOTES DUE 2026, 
THE 0.800% GLOBAL NOTES DUE 2030 AND 
THE 1.800% GLOBAL NOTES DUE 2039 ................................................................ 
............................................... 
52
 
DESCRIPTION OF THE 4.250% GLOBAL NOTES DUE 2050 
................................................................ 
.............. 61
 
DESCRIPTION OF THE 5.350% GLOBAL NOTES DUE 2066 
AND THE 5.625% GLOBAL NOTES DUE 206768
 
DESCRIPTION OF THE 7.000% GLOBAL NOTES DUE 2040 
AND THE 4.875% GLOBAL NOTES DUE 204476
 
DESCRIPTION OF THE 4.250% GLOBAL NOTES DUE 2043 
................................................................ 
.............. 84
 
DESCRIPTION OF THE 2.900% GLOBAL NOTES DUE 2026, 
THE 4.375% GLOBAL NOTES DUE 2029 AND 
THE 5.200% GLOBAL NOTES DUE 2033 ................................................................ 
............................................... 
92
 
 
 
 






 
 
1 
DESCRIPTION OF THE COMPANY’S 
COMMON STOCK 
The following summary of AT&T Inc.’s 
(“AT&T”) common stock is based on 
and qualified by the Company’s 
Restated Certificate of Incorporation and Bylaws as of 
December 31, 2019. 
For a complete description of the terms and 
provisions of the Company’s 
equity securities, including its common stock, refer 
to the Restated Certificate of Incorporation 
and the Bylaws, both of which are filed 
as exhibits to AT&T’s 
Annual Report on Form 10-K for the year ended 
December 31, 
2019. 
Throughout this exhibit, references 
to “we,” “our,” 
“us” and “the Company” refer 
to AT&T. 
General 
Our authorized share capital consists of 14,010,000,000 
shares, of which 14,000,000,000 are common shares having 
a par value of $1.00 per share and 10,000,000 are 
shares of preferred stock, par value $1.00 per share. As of December 
31, 
2019, 7,254,555,140 shares of common stock were 
outstanding and 48,000 shares of preferred stock were 
outstanding. 
Our common stock is listed on the New York 
Stock Exchange under the symbol “T”. 
The transfer agent for the common stock is Computershare 
Trust Company, 
N.A., P.O. 
Box 505005, Louisville, 
Kentucky 40233. 
We typically do 
not issue physical stock certificates. Instead, we record evidence 
of stock ownership solely on our 
corporate records. However, 
we will issue a physical stock certificate if a stockholder 
so requests. 
Holders of common stock do not have any conversion, redemption, 
preemptive or cumulative voting rights. In the 
event of our dissolution, liquidation or winding-up 
, 
common stockholders share ratably in any assets remaining after all 
creditors are paid in full, including holders of our debt 
securities and after the liquidation preference of holders of preferred 
stock has been satisfied. 
Some of the provisions of our Restated Certificate of Incorporation 
and our Bylaws may tend to deter any potential 
unfriendly tender offers or other efforts 
to obtain control of us. At the same time, these provisions will 
tend to assure 
continuity of management and corporate policies and 
to induce any persons seeking control or a business combination 
with 
us to negotiate on terms acceptable to our then-elected 
board of directors. 
Dividends 
Common stockholders are entitled to participate equally 
in dividends when dividends are declared by our board 
of 
directors out of funds legally available for dividends. 
Voting 
Rights 
Each holder of common stock is entitled to one vote for 
each share for all matters voted on by common 
stockholders. 
Election of Directors 
Holders of common stock may not cumulate their votes in 
the election of directors. In an election of directors, each 
director must be elected by the vote of the majority of 
the votes cast with respect to that director’s election. If a 
nominee for 
director is not elected and the nominee is an incumbent director, 
such incumbent director must promptly tender his or her 
resignation to the board of directors, subject to acceptance 
by the board of directors. The Corporate Governance and 
Nominating Committee of the board of directors (the 
“Corporate Governance and Nominating Committee”) will make 
a 
recommendation to the board of directors as to whether 
to accept or reject the tendered resignation, or whether other action 
should be taken. The board of directors will act on the 
tendered resignation, taking into account the Corporate Governance 
and Nominating Committee’s 
recommendation, and publicly disclose (by a press release, a 
filing with the Securities and 
Exchange Commission or other broadly disseminated means of 
communication) its decision regarding the tendered 
resignation and the rationale behind the decision within 
90 days from the date of certification of election results. The 
Corporate Governance and Nominating Committee 
in making its recommendation and the board of directors in 
making its 
decision may each consider any factors or other information 
that they consider appropriate and relevant. Any 
incumbent 
director who tenders his or her resignation following 
such failure to be elected will not participate in the recommendation 
of 






 
 
2 
the Corporate Governance and Nominating Committee or 
the decision of the board of directors with respect to his or 
her 
resignation. 
If the number of persons properly nominated for election 
as directors as of the date that is 10 days before the record 
date for the meeting at which such vote is to be held 
exceeds the number of directors to be elected, then the directors 
shall be 
elected by a plurality of the votes cast. 
For purposes of the election of directors, a majority of 
votes cast shall mean that the number of shares voted “for” 
the election of a director exceeds the number of votes 
cast “against” the election of such director. 
Other Matters 
Except with respect to the election of directors as described 
above, all other matters are determined by a majority of 
the votes cast, unless otherwise required by law or 
the certificate of incorporation for the action proposed. 
For these purposes, a majority of votes cast shall mean that 
the number of shares voted “for” a matter exceeds the 
number of votes cast “against” such matter. 
Quorum 
At least 40% of the shares entitled to vote at the meeting 
must be present in person or by proxy, 
in order to 
constitute a quorum. 
Board of Directors 
Our Bylaws provide that all directors are required to stand 
for re-election every year. At any 
meeting of our board of 
directors, a majority of the total number of the directors constitutes a 
quorum. 
Action without Stockholder Meeting 
Our Restated Certificate of Incorporation also requires that 
stockholders representing at least two-thirds of the 
total 
number of shares outstanding and entitled to vote 
thereon must sign a written consent for any action without a meeting 
of the 
stockholders. 
Advance Notice Bylaws 
Our Bylaws establish advance notice procedures with regard 
to stockholder proposals relating to the nomination of 
candidates for election as directors or new business to be 
brought before meetings of our stockholders. These procedures 
provide that notice of such stockholder proposals must be 
timely given in writing to the Secretary of AT&T 
prior to the 
meeting at which the action is to be taken. Generally, 
to be timely, notice must be 
received at our principal executive offices 
not less than 90 days nor more than 120 days prior to the 
anniversary date of the annual meeting for the preceding 
year. The 
notice must contain certain information specified in 
the Bylaws. 
Proxy Access 
Our Bylaws permit any stockholder or group of up to twenty 
stockholders who have maintained continuous 
qualifying ownership of 3% or more of our outstanding 
common stock for at least the previous three years to include 
up to a 
specified number of director nominees in our proxy materials for 
an annual meeting of stockholders. The maximum number 
of stockholder nominees permitted under the proxy access provisions 
of our Bylaws shall be the greater of two or 20% of the 
total number of directors of AT&T 
on the last day a notice of nomination may be submitted. 

Notice of a nomination pursuant to the proxy access provisions 
of our Bylaws must be submitted to the Secretary of 
AT&T 
at our principal executive office no earlier than 
150 days and no later than 120 days before the anniversary 
of the date 
that we mailed our proxy statement for the previous year’s 
annual meeting of stockholders. The notice must contain 
certain 
information specified in our Bylaws. 






 
 
3 
Section 203 of the General Corporation Law of the State 
of Delaware 
We are also subject 
to Section 203 of the General Corporation Law 
of the State of Delaware. Section 203 prohibits 
us from engaging in any business combination (as 
defined in Section 203) with an “interested stockholder” for 
a period of 
three years subsequent to the date on which the stockholder 
became an interested stockholder unless: 
●
 
prior to such date, our board of directors approves either 
the business combination or the transaction in 
which the stockholder became an interested stockholder; 

●
 
upon completion of the transaction that resulted in the stockholder 
becoming an interested stockholder, 
the 
interested stockholder owns at least 85% of the outstanding 
voting stock (with certain exclusions); or 

●
 
the business combination is approved by our board of directors 
and authorized by a vote (and not by written 
consent) of at least 66 2/3% of the outstanding voting stock 
not owned by the interested stockholder. 

For purposes of Section 203, an “interested stockholder” 
is defined as an entity or person beneficially owning 15% 
or more of our outstanding voting stock, based 
on voting power, and any entity 
or person affiliated with or controlling or 
controlled by such an entity or person. 
A “business combination” includes mergers, 
asset sales and other transactions resulting in financial benefit to 
a 
stockholder. Section 203 
could prohibit or delay mergers or other takeover 
or change of control attempts with respect to us 
and, accordingly, 
may discourage attempts that might result in a premium over 
the market price for the shares held by 
stockholders. 
Such provisions may have the effect of 
deterring hostile takeovers or delaying changes in control 
of management or 
us. 
 







 
 
4 
DESCRIPTION OF THE DEPOSITARY 
SHARES 
AND 5.000% PERPETUAL PREFERRED STOCK, 
SERIES A 
The following summary of AT&T’s 
above referenced 
securities is based on and qualified by the pertinent sections of 
our Restated Certificate of Incorporation, including 
the Certificate of Designations creating the 
5.000% Perpetual Preferred 
Stock, Series A (the “Series A”). For a complete 
description of the terms and 
provisions of the depositary shares 
and the 
Series A, please refer to our Restated 
Certificate of Incorporation, which is filed as an exhibit to AT&T’s 
Annual Report on 
Form 10-K for the year ended December 31, 2019 and 
to the Certificate of Designations, which is filed an exhibit to a 
Form 
8-A filed with the Securities and Exchange Commission on 
December 12, 2019. 
References to the “holders” of the Series 
A shall mean Computershare Inc. and 
Computershare Trust 
Company, 
N.A., (the “Depositary”). References to 
“holders” of depositary shares mean 
those who own depositary shares registered 
in 
their own names, on the books that we or the Depositary 
maintain for this purpose, and not indirect 
holders who own 
beneficial interests in depositary shares 
registered in street 
name or issued in book-entry form through 
the Depositary Trust 
Company (“DTC”). Holders of the depositary shares 
are entitled through 
the Depositary to exercise their proportional 
rights and preferences 
of the Series A, as described under “Description of the Depositary 
Shares.” 
DESCRIPTION OF THE 5.000% PERPETUAL PREFERRED 
STOCK, SERIES A 
General 
Under our Restated Certificate of Incorporation, we have 
the authority to issue up to 10,000,000 shares of preferred 
stock, par value $1.00 per share. Our board of directors 
(or a duly authorized committee of the board) is authorized without 
further stockholder action to cause the issuance of shares 
of preferred stock, including the Series A. The Series A represents a 
single series of our authorized preferred stock. 
We have issued 
48,000 shares of the Series A, which remains the amount 
outstanding, subject to our ability to 
reopen and issue additional shares and/or increase or decrease 
the number of designated shares of Series A as described 
below. The shares 
of Series A are fully paid and nonassessable and are not 
convertible into, or exchangeable for, shares 
of 
our common stock or any other class or series of our other 
securities and are not subject to any sinking fund or any other 
obligation of us for their repurchase or retirement. The 
shares of Series A have a “stated amount” per share of $25,000 
and 
are held solely by the Depositary as described under “Description 
of the Depositary Shares” below. 
The number of designated shares of Series A may from time to 
time be increased (but not in excess of the total 
number of shares of preferred stock authorized under 
our Restated Certificate of Incorporation, less shares of any other 
series 
of preferred stock designated at the time of such increase) 
or decreased (but not below the number of shares of Series 
A then 
outstanding) by resolution of the board (or a duly authorized 
committee of the board), without the vote or consent 
of the 
holders of the Series A. Shares of Series A that are redeemed, 
purchased or otherwise acquired by us will be cancelled 
and 
shall revert to authorized but unissued shares of preferred 
stock undesignated as to series. We 
have the authority to issue 
fractional shares of Series A. 
Ranking 
With respect to the payment of dividends 
and distributions of assets upon any liquidation, dissolution or 
winding up, 
the Series A ranks: 
●
 
senior to 
our common 
stock and 
any class 
or series 
of our 
stock that 
ranks junior 
to the 
Series A 
in the 
payment of 
dividends or 
in the 
distribution of 
assets upon 
our liquidation, 
dissolution or 
winding up 
(including our common stock, “junior stock”); 
●
 
senior to 
or on a 
parity with each 
other series of 
our preferred 
stock we may 
issue (except for 
any senior 
series that may be issued upon the requisite vote or consent 
of the holders of at least two thirds of the shares 
of the Series A at the time outstanding and entitled to vote, voting together with any other series of preferred 
stock that would be adversely affected by such issuance substantially in 
the same manner and entitled to vote 
as a single 
class in proportion 
to their respective 
stated amounts) with 
respect to the 
payment of dividends 
and distributions of assets upon any liquidation, dissolution 
or winding up of the Company; and 






 
 
5 
●
 
junior to all existing and future indebtedness and other 
non-equity claims on us. 
Dividends 
Holders of Series A shall be entitled to receive, when, 
as and if declared by our board (or a duly authorized 
committee of the board), but only out of funds legally 
available therefor, cumulative cash dividends 
at the annual rate of 
5.000% of the stated amount per share, and no more, payable quarterly 
in arrears on the 1st day of each February, 
May, 
August and November, respectively, 
in each year, beginning on February 
1, 2020 (each, a “dividend payment date”), with 
respect to the dividend period (or portion thereof) ending 
on the day preceding such respective dividend payment 
date, to 
holders of record on the 15th calendar day before such dividend 
payment date or such other record date not more than 60 
nor 
less than 10 days preceding such dividend payment date fixed 
for that purpose by our board (or a duly authorized committee 
of the board) in advance of payment of each particular 
dividend. The amount of the dividend per share of Series A for each 
dividend period (or portion thereof) is calculated 
on the basis of a 360-day year consisting of twelve 30-day months. 
If any 
dividend payment date is not a business day, 
the applicable dividend will be paid on the first business day 
following that day 
without adjustment. We 
will not pay interest or any sum of money instead of interest 
on any dividend payment that may be in 
arrears on the Series A. 
“Dividend period” means each period commencing on (and 
including) a dividend payment date and continuing 
to 
(but not including) the next succeeding dividend payment 
date, except that the first dividend period for the initial issuance 
of 
shares of Series A shall commence on (and include) the original 
issue date. 
A “business day” means each Monday, 
Tuesday, 
Wednesday, 
Thursday or Friday on which banking institutions in 
The City of New York 
are not authorized or obligated by law, 
regulation or executive order to close. 
Restrictions on Dividends, Redemption and Repurchases 
So long as any share of Series A remains outstanding, 
unless full accrued dividends on all outstanding shares 
of 
Series A through and including the most recently completed dividend 
period have been paid or declared and a sum sufficient 
for the payment thereof has been set aside for payment: 
(i) no dividend may be declared or paid or set aside for 
payment on any junior stock, other than a dividend 
payable solely in stock that ranks junior to the Series A 
in the payment of dividends and in the distribution of assets 
on any liquidation, dissolution or winding up of the Company; 
and 
(ii) no monies may be paid or made available for a 
sinking fund for the redemption or retirement of junior 
stock, nor shall any shares of junior stock be purchased, 
redeemed or otherwise acquired for consideration by 
us, 
directly or indirectly, 
other than: 
●
 
as a result of 
(x) a reclassification 
of junior stock, 
or (y) the exchange 
or conversion of 
one share of junior 
stock for or into 
another share of stock 
that ranks junior to 
the Series A in 
the payment of dividends 
and in 
the distribution of assets on any liquidation, dissolution 
or winding up of the Company; or 
●
 
through the use 
of the proceeds 
of a substantially 
contemporaneous sale of 
other shares of 
stock that ranks 
junior to 
the Series 
A in 
the payment 
of dividends 
and in 
the distribution 
of assets 
on any 
liquidation, 
dissolution or winding up of the Company; or 
●
 
purchases, redemptions 
or other acquisitions 
of shares of 
junior stock in 
connection with any 
employment 
contract, benefit plan, 
or other similar arrangement 
with or for the 
benefit of employees, 
officers, directors 
or consultants. 
“Accrued dividends” means, with respect to shares of 
Series A, an amount computed at the annual dividend rate for 
Series A from, as to each share, the date of issuance of 
such share to and including the date to which such dividends are 
to be 
accrued (whether or not such dividends have been declared), 
less the aggregate amount of all dividends previously 
paid on 
such share. 
If our board (or a duly authorized committee of the board) 
elects to declare only partial instead of full dividends for 
a dividend payment date and related dividend period 
on the shares of Series A or any class or series of our stock 
that ranks on 






 
 
6 
a parity with Series A in the payment of dividends (“dividend 
parity stock”), then to the extent permitted by the terms of the 
Series A and each outstanding series of dividend parity stock 
such partial dividends shall be declared on shares of Series A 
and dividend parity stock, and dividends so declared 
shall be paid, as to any such dividend payment date and related 
dividend 
period in amounts such that the ratio of the partial dividends 
declared and paid on each such series to full dividends on 
each 
such series is the same. As used in this paragraph, “full 
dividends” means, as to the Series A and any dividend parity 
stock 
that bears dividends on a cumulative basis, the amount 
of dividends that would need to be declared and paid 
to bring the 
Series A and such dividend parity stock current in dividends, 
including undeclared dividends for 
past dividend periods (that 
is, for Series A, full accrued dividends). To 
the extent a dividend period with respect to the Series A or any 
series of dividend 
parity stock (in either case, the “first series”) coincides with 
more than one dividend period with respect to another 
series as 
applicable (in either case, a “second series”), for purposes 
of the immediately preceding sentence our board 
(or a duly 
authorized committee of the board) may, 
to the extent permitted by the terms of each affected series, 
treat such dividend 
period for the first series as two or more consecutive 
dividend periods, none of which coincides with more than one 
dividend 
period with respect to the second series, or may treat 
such dividend period(s) with respect to any dividend parity stock and 
dividend period(s) with respect to the Series A for purposes 
of the immediately preceding sentence in any other 
manner that it 
deems to be fair and equitable in order to achieve ratable 
payments of dividends on such dividend parity stock 
and the Series 
A. 
Subject to the foregoing, and not otherwise, such dividends 
(payable in cash, stock or otherwise) as may be 
determined by our board (or a duly authorized committee 
of the board) may be declared and paid on any junior stock 
from 
time to time out of any funds legally available therefor, 
and the shares of Series A shall not be entitled to participate 
in any 
such dividend. 
Optional Redemption 
The Series A is perpetual and has no maturity date. We 
may, at our option, redeem 
the shares of Series A: 
(i)
 
in whole or in part, at any time on or after December 
12, 2024, at a cash redemption price equal to 
the stated amount (
i.e.
, $25,000 per share of Series A) (equivalent 
to $25.00 per depositary share), plus (except as 
otherwise provided herein) an amount equal to all accrued 
and unpaid dividends thereon (whether or not declared), 
to, but not including, the date fixed for redemption; 
or 
(ii)
 
in whole but not in part at any time within 90 days after 
the conclusion of any review or appeal 
process instituted by us following the occurrence of 
a ratings event at a cash redemption price equal to $25,500 per 
share of Series A (equivalent to $25.50 per depositary share), plus 
(except as otherwise provided herein) an amount 
equal to all accrued and unpaid dividends thereon (whether 
or not declared) to, but not including, the date fixed for 
redemption. 
“Ratings event” means that any nationally recognized 
statistical rating organization as defined in Section 
3(a)(62) of 
the Exchange Act or in any successor provision thereto, 
that then publishes a rating for us (a “rating agency”) amends, 
clarifies or changes the criteria it uses to assign equity credit to 
securities such as the Series A, which amendment, 
clarification or change results in: 
(i)
 
the shortening of the length of time the Series A is assigned a 
particular level of equity credit by 
that rating agency as compared to the length of time they would 
have been assigned that level of equity credit by that 
rating agency or its predecessor on the initial issuance of 
the Series A; or 
(ii)
 
the lowering of the equity credit (including up to a 
lesser amount) assigned to the Series A by that 
rating agency as compared to the equity credit assigned 
by that rating agency or its predecessor on the initial 
issuance of the Series A. 
The redemption price for any shares of Series A shall be payable 
on the redemption date to the holder of such shares 
against surrender of the certificate(s) evidencing such shares to 
us or our agent, if the shares of Series A are issued in 
certificated form. Any accrued but unpaid dividends payable 
on a redemption date that occurs subsequent to the applicable 
record date for a dividend period shall not be paid to the 
holder entitled to receive the redemption price on the redemption 
date, but rather shall be paid to the holder of record of 
the redeemed shares on such record date relating to the applicable 
dividend payment date. 






 
 
7 
In case of any redemption of only part of the shares of Series 
A at the time outstanding, the shares to be redeemed 
shall be selected either 
pro rata 
from the holders of record of Series A in proportion to the 
number of shares of Series A held 
by such holders or by lot. Subject to the provisions hereof, 
our board (or a duly authorized committee of the board) shall 
have 
full power and authority to prescribe the terms and 
conditions on which shares of Series A shall be redeemed from time 
to 
time. If we shall have issued certificates for the Series 
A and fewer than all shares represented by any certificates 
are 
redeemed, new certificates shall be issued representing 
the unredeemed shares without charge to the holders thereof. 
Redemption Procedures 
A notice of every redemption of shares of Series A shall be 
given by first class mail, postage prepaid, addressed to 
the holders of record of the shares to be redeemed 
at their respective last addresses appearing on our books. Such 
mailing 
shall be at least 30 days and not more than 60 days 
before the date fixed for redemption. Any notice mailed as provided 
in 
this paragraph shall be conclusively presumed to have 
been duly given, whether or not the holder receives such notice, 
but 
failure duly to give such notice by mail, or any defect 
in such notice or in the mailing thereof, to any holder of shares 
of 
Series A designated for redemption shall not affect 
the validity of the proceedings for the redemption of any other 
shares of 
Series A. Notwithstanding the foregoing, if the Series 
A or any depositary shares representing interests in the 
Series A are 
issued in book-entry form through The Depository Trust 
Company or any other similar facility, 
the Depositary Trust 
Company or such other facility will provide notice of redemption 
by any authorized method to holders of record of the 
applicable Series A or depositary shares representing 
interests in the Series A not less than 30, nor more than 60, days 
prior to 
the date fixed for redemption of the Series A and 
related depositary shares. 
Each notice of redemption given to a holder shall state: 
●
 
the redemption date; 
●
 
the number of shares of the 
Series A to be redeemed and, if less than 
all shares of the Series A held 
by such 
holder are to be redeemed, the number of shares to be 
redeemed from such holder; 
●
 
the redemption price; 
●
 
the place or 
places where certificates 
for such shares 
are to be 
surrendered for payment 
of the redemption 
price; and 
●
 
that dividends will cease to accrue on the redemption date. 
If notice of redemption has been duly given, and if on or 
before the redemption date specified in the notice all funds 
necessary for the redemption have been set aside by 
us, separate and apart from our other funds, in trust for the 
pro rata 
benefit of the holders of the shares called for redemption, 
so as to be and continue to be available for that purpose, then, 
notwithstanding that any certificate for any share so 
called for redemption has not been surrendered for cancellation 
in the 
case that the shares of Series A are issued in certificated 
form, on and after the redemption date dividends shall cease to 
accrue on all shares so called for redemption, all shares so 
called for redemption shall no longer be deemed outstanding 
and 
all rights with respect to such shares shall forthwith on 
such redemption date cease and terminate, except only the right 
of the 
holders thereof to receive the amount payable on such 
redemption, without interest. Any funds unclaimed at 
the end of two 
years from the redemption date, to the extent permitted 
by law, shall be released 
from the trust so established and may be 
commingled with our other funds, and after that time 
the holders of the shares so called for redemption shall look only 
to us 
for 
payment of the redemption price of such shares. 
The Series A is not subject to any mandatory redemption, 
sinking fund or other similar provisions. Holders of Series 
A do not have the right to require redemption of any 
shares of Series A. 
Liquidation Right 
In the event of any liquidation, dissolution or winding 
up of the affairs of the Company, 
whether voluntary or 
involuntary, before 
any distribution or payment out of our assets may be made to 
or set aside for the holders of any junior 
stock, holders of Series A will be entitled to receive out of 
our assets legally available for distribution to our stockholders 
an 
amount equal to the stated amount per share, together 
with an amount equal to all accrued dividends to the date of payment 
whether or not earned or declared (the “liquidation 
preference”). 






 
 
8 
If our assets are not sufficient to pay the liquidation 
preference in full to all holders of Series A and all holders of 
any class or series of our stock that ranks on a parity with 
Series A in the distribution of assets on liquidation, dissolution 
or 
winding up of the Company (the “liquidation preference 
parity stock”), the amounts paid to the holders of Series A and 
to the 
holders of all liquidation preference parity stock shall 
be 
pro rata 
in accordance with the respective aggregate liquidation 
preferences of Series A and all such liquidation preference 
parity stock. In any such distribution, the “liquidation preference” 
of any holder of our stock other than the Series A means 
the amount otherwise payable to such holder in such distribution 
(assuming no limitation on our assets available for such 
distribution), including an amount equal to any declared but unpaid 
dividends in the case of any holder of stock on which 
dividends accrue on a noncumulative basis and, in the 
case of any 
holder of stock on which dividends accrue on a cumulative 
basis, an amount equal to any unpaid, accrued, cumulative 
dividends, whether or not earned or declared, as applicable. 
If the liquidation preference has been paid in full to all holders of 
Series A and all holders of any liquidation preference 
parity stock, the holders of junior stock will be entitled to receive 
all of 
our remaining assets according to their respective rights 
and preferences. 
For purposes of the liquidation rights, the merger, 
consolidation or other business combination of us with or 
into any 
other corporation, including a transaction in which the holders of 
Series A receive cash, securities or property for their shares, 
or the sale, conveyance, lease, exchange or transfer 
(for cash, shares of stock, securities or other consideration) 
of all or 
substantially all of our assets, shall not constitute a liquidation, 
dissolution or winding up of the Company. 
Voting 
Rights 
Except as indicated below or otherwise required by law, 
the holders of the Series A do not have any voting rights. 
Right to Elect Two 
Directors on Nonpayment Events
. If and whenever dividends payable on Series A have not been 
declared and paid in an aggregate amount equal to full dividends 
for at least six quarterly dividend periods or their equivalent 
(whether or not consecutive) (a “nonpayment event”), 
the number of directors then constituting our board shall be 
automatically increased by two and the holders of Series A, 
together with the holders of any and all other series of 
outstanding voting preferred stock then entitled to vote for 
additional directors, voting together as a single class in proportion 
to their respective stated amounts, shall be entitled to elect 
the two additional directors (the “preferred stock directors”); 
provided 
that our board shall at no time include more than two preferred 
stock directors (including, for purposes of this 
limitation, all directors that the holders of any series of 
voting preferred stock are entitled to elect pursuant to like voting 
rights). 
“Voting 
preferred stock” means any other class or series of preferred 
stock that ranks equally with the Series A as to 
the payment of dividends and as to the distribution 
of assets upon liquidation, dissolution or winding up 
of the affairs of the 
Company and upon which like voting rights have been 
conferred and are exercisable. 
In the event that the holders of Series A and such other holders of 
voting preferred stock shall be entitled to vote for 
the election of the preferred stock directors following a 
nonpayment event, such directors shall be initially elected 
following 
such nonpayment event only at a special meeting called 
at the request of the holders of record of at least 20% of (i) the 
stated 
amount of the Series A and (ii) each other series of voting 
preferred stock then outstanding (unless such request for 
a special 
meeting is received less than 90 days before the date 
fixed for the next annual or special meeting of our stockholders, 
in 
which event such election shall be held only at such next 
annual or special meeting of stockholders), and at each subsequent 
annual meeting of our stockholders. Such request to call 
a special meeting for the initial election of the preferred stock 
directors after a nonpayment event shall be made by 
written notice, signed by the requisite holders of Series A or voting 
preferred stock, and delivered to our Secretary in 
such manner as provided for in the certificate of designations creating 
the 
Series A, or as may otherwise be required or permitted by 
applicable law. If our Secretary 
fails to call a special meeting for 
the election of the preferred stock directors within 20 
days of receiving proper notice, any holder of Series A may 
call such a 
meeting at our expense solely for the election of the preferred 
stock directors, and for this purpose and no other (unless 
provided otherwise by applicable law) such Series A holder 
shall have access to our stock ledger. 
At each meeting of stockholders at which holders of the 
Series A and such other holders of voting preferred stock 
are entitled to vote for the election of the preferred 
stock directors, the holders of record of 40% of the total number 
of the 
Series A and voting preferred stock (determined on a 
series by series basis) entitled to vote at the meeting, present 
in person 
or by proxy, 
will constitute a quorum for the transaction of business. Each preferred 
stock director will be elected by a vote of 
the majority of the votes cast with respect to that preferred 
stock director’s election. 
When (i) accrued dividends have been paid in full on the 
Series A after a nonpayment event, and (ii) the rights of 
holders of any voting preferred stock to participate in 
electing the preferred stock directors shall have ceased, the 
right of 






 
 
9 
holders of the Series A to participate in the election 
of preferred stock directors shall cease (but subject always 
to the 
revesting of such voting rights in the case of any future 
nonpayment event), the terms of office of all the 
preferred stock 
directors shall immediately terminate, and the number 
of directors constituting our board shall automatically 
be reduced 
accordingly. 
Any preferred stock director may be removed at any time without 
cause by the holders of record of a majority of the 
outstanding shares of Series A and voting preferred 
stock, when they have the voting rights described above (voting 
together 
as a single class in proportion 
to their respective stated amounts). The preferred stock 
directors elected at any such special 
meeting shall hold office until the next annual 
meeting of the stockholders if such office shall not have 
previously terminated 
as above provided. In case any vacancy shall occur 
among the preferred stock directors, a successor shall be elected by our 
board to serve until the next annual meeting of 
the stockholders on the nomination of the then remaining preferred 
stock 
director or, if no preferred stock directo 
r 
remains in office, by the vote of the holders of record 
of a majority of the 
outstanding shares of Series A and such voting preferred 
stock for which dividends have not been paid, voting as a single 
class in proportion to their respective stated amounts. 
The preferred stock directors shall each be entitled to one 
vote per 
director on any matter that shall come before our board 
for a vote. 
Other Voting 
Rights 
So long as any shares of the Series A are outstanding, 
in addition to any other vote or consent of stockholders 
required by law or by our Restated Certificate of Incorporation, 
the vote or consent of the holders of at least two-thirds of the 
shares of Series A at the time outstanding, voting together 
with any other series of preferred stock that would be adversely 
affected in substantially the same manner and 
entitled to vote as a single class in proportion to their respective stated amounts 
(to the exclusion of all other series of preferred stock), 
given in person or by proxy, 
either in writing without a meeting or by 
vote at any meeting called for the purpose, will be 
necessary for effecting or validating: 
●
 
Amendment of Restated Certificate of Incorporation or Bylaws
. Any amendment, alteration or repeal of 
any provision of 
our Restated Certificate 
of Incorporation 
or Bylaws that 
would alter or 
change the voting 
powers, preferences or special 
rights of the Series A so 
as to affect them 
adversely; 
provided
, 
however
, that 
the amendment 
of the Restated 
Certificate of Incorporation 
so as to 
authorize or 
create, or to 
increase the 
authorized amount 
of, any 
class or 
series of 
stock that 
does not 
rank senior 
to the 
Series A 
in either 
the 
payment of 
dividends or 
in the distributi 
on of 
assets on 
any liquidation, 
dissolution or 
winding up 
of the 
Company shall 
not be 
deemed to 
affect adversely 
the voting 
powers, preferences 
or special 
rights of 
the 
Series A; 
●
 
Authorization of Senior Stock
. Any amendment or alteration of the certificate of incorporation to 
authorize 
or create, or increase the authorized amount of, any shares of any class or series or any securities convertible 
into shares of any class or series of our capital stock ranking prior to Series A in 
the payment of dividends or 
in the distribution of assets on any liquidation, dissolution 
or winding up of the Company; or 
●
 
Share  Exchanges, 
Reclassifications,  Mergers 
and  Consolidations 
and  Other 
Transactions
.  Any 
consummation of (x) 
a binding 
share exchange or reclassification 
involving the Series A 
or (y) a merger 
or 
consolidation of the Company with another entity (whether or not a corporation), unless in each case (A) the 
shares of Series 
A remain outstanding 
or, in 
the case of 
any such merger 
or consolidation 
with respect to 
which we are not the surviving or resulting entity, the shares of Series A are converted into or exchanged for 
preference securities of the surviving or resulting entity or its ultimate parent and such surviving or resulting 
entity or 
ultimate parent, 
as the 
case may 
be, is 
organized under 
the laws 
of the 
United States 
or a 
state 
thereof, and (B) 
such shares remaining 
outstanding or such 
preference securities, as 
the case may 
be, have 
such rights, preferences, 
privileges 
and voting powers, 
and limitations and 
restrictions, and limitations 
and 
restrictions thereof, taken as a 
whole, as are not 
materially less favorable to the 
holders thereof than the 
rights, 
preferences,  privileges 
and  voting  powers, 
and  restrictions  and 
limitations  thereof,  of 
the  Series  A 
immediately prior to such consummation, taken as a whole. 
To the fullest extent 
permitted by law, 
without the consent of the holders of the Series A, so long as such 
action does 
not adversely affect the special rights, preferences, 
privileges and voting powers, and limitations and restrictions thereof, 
of 
the Series A, we may amend, alter, supplement 
or repeal any terms of the Series A contained in our 
Restated Certificate of 
Incorporation or the certificate of designations for the following 
purposes: 






 
 
10 
(i)
 
to cure any ambiguity, 
omission, inconsistency or mistake in any such instrument; 
or 
(ii)
 
to make any provision with respect to matters or questions 
relating to the Series A that is not 
inconsistent with the provisions of the certificate of designations. 
The foregoing voting provisions will not apply if, at or 
prior to the time when the act with respect to which the 
vote 
would otherwise be required shall be effected, 
all outstanding shares of the Series A have been redeemed 
or called for 
redemption on proper notice and sufficient 
funds have been set aside by us for the benefit of the holders 
of the Series A to 
effect the redemption, unless in the case of 
a vote or consent required to authorize senior stock if the shares 
of Series A are 
being redeemed with the proceeds from the sale of the 
stock to be authorized. 
Under current provisions of the Delaware General Corporation 
Law, the holders of issued 
and outstanding preferred 
stock are entitled to vote as a class, with the consent of 
the majority of the class being required to approve an amendment to 
our Restated Certificate of Incorporation if the amendment 
would increase or decrease the aggregate number of 
authorized 
shares of such class or increase or decrease the par 
value of the shares of such class. 
No Preemptive and Conversion Rights 
Holders of the Series A do not have any preemptive 
rights. The Series A is not convertible into or exchangeable for 
property or shares of any other series or class of our capital 
stock. 
Additional Classes or Series of Stock 
We have the 
right to create and issue additional classes or series of stock 
ranking equally with or junior to the Series 
A as to dividends and distribution of assets upon our liquidation, 
dissolution, or winding up without the consent of the 
holders of the Series A, or the holders of the related depositary 
shares. 
Transfer Agent and 
Registrar 
Computershare Trust Company, 
N.A. is the transfer agent and registrar for the Series A as of the 
original issue date. 
We may terminate 
such appointment and may appoint a successor transfer agent 
and/or registrar at any time and from time to 
time, provided that we will use our best efforts 
to ensure that there is, at all relevant times when the Series A is outstanding, 
a 
person or entity appointed and serving as transfer 
agent and/or registrar. The transfer agent 
and/or registrar may be a person 
or entity affiliated with us. 
DESCRIPTION OF THE DEPOSITARY 
SHARES 
General 
We have issued 
fractional interests in shares of the Series A in the form 
of depositary shares. Each depositary share 
represents a 1/1,000th ownership interest in a share 
of the Series A and is evidenced by a depositary receipt. 
The Series A represented by depositary shares has been 
deposited under a deposit agreement among us, 
Computershare Inc. and Computershare Trust 
Company, N.A., as the Depositary, 
and the holders from time to time of the 
depositary receipts evidencing the depositary shares. 
Subject to the terms of the deposit agreement, each holder 
of a 
depositary share is entitled, through the Depositary, 
in proportion to the applicable fraction of a share of 
the Series A 
represented by such depositary shares, to all the rights and 
preferences of the Series A represented thereby (including 
dividend, voting, redemption and liquidation rights). 
The depositary shares are listed on the NYSE under the 
symbol “T PRA”. 
Dividends and Other Distributions 
Each dividend on a depositary share will be in an amount 
equal to 1/1,000th of the dividend declared on the related 
share of the Series A. 






 
 
11 
The Depositary distributes any cash dividends or 
other cash distributions received in respect of the deposited 
Series 
A to the record holders of depositary shares relating 
to the underlying Series A in proportion to the number of depositary 
shares held by each holder on the relevant record 
date. The Depositary distributes any property received by it other 
than cash 
to the record holders of depositary shares entitled to 
those distributions in proportion to the number of depositary 
shares held 
by each such holder, unless it determines 
that the distribution cannot be made proportionally among those 
holders or that it is 
not feasible to make such distribution. In that event, the 
Depositary may, with 
our approval, sell such property received by it 
and distribute the net proceeds from the sale to the holders 
of the depositary 
shares entitled to such distribution in proportion 
to the number of depositary shares they hold. 
Record dates for the payment of dividends and other matters 
relating to the depositary shares are the same as the 
corresponding record dates for the Series A. 
The amounts distributed to holders of depositary shares 
are reduced by any amounts required to be withheld by the 
Depositary or by us on account of taxes or other governmental 
charges. 
Redemption of Depositary Shares 
If we redeem the Series A represented by the depositary 
shares, in whole or in part, a corresponding number of 
depositary shares will be redeemed from the proceeds received 
by the Depositary resulting from the redemption of the Series 
A held by the Depositary. 
The redemption price per depositary share will be equal 
to 1/1,000th of the redemption price per 
share payable with respect to the Series A, plus an amount 
equal to any dividends thereon that, pursuant to the provisions of 
the Certificate of Designations, are payable upon 
redemption. Whenever we redeem shares of the Series A held 
by the 
Depositary, the 
Depositary will redeem, as of the same redemption date, the 
number of depositary shares representing shares 
of the Series A so redeemed. 
In case of any redemption of less than all of the outstanding 
depositary shares, the depositary shares to be redeemed 
will be selected by the Depositary either 
pro rata 
or by lot. In any such case, we will redeem depositary shares only 
in 
increments of 1,000 depositary shares and any integral 
multiple thereof. 
The Depositary will provide notice of redemption by any 
authorized method to holders of the depositary shares not 
less than 30 and not more than 60 days prior to the date fixed 
for redemption of the Series A and the related depositary 
shares. 
After the date fixed for redemption, the depositary shares called 
for redemption will no longer be deemed to be 
outstanding, and all rights of the holders of those shares will cease, 
except the right to receive the amount payable and any 
other property to which the holders were entitled upon 
the redemption. To receive 
this amount or other property, 
the holders 
must surrender the depositary receipts evidencing their 
depositary shares to the depositary. 
Any funds that we deposit with 
the Depositary for any depositary shares that the holders 
fail to redeem will be returned to us after a period of two years from 
the date we deposit the funds. 
Voting 
the Shares 
Because each depositary share represents a 1/1,000th interest 
in a share of the Series A, holders of depositary shares 
are entitled to a 1/1,000th of a vote per depositary 
share under those limited circumstances in which holders of the Series A 
are entitled to a vote, as described above in “Description 
of the 5.000% Perpetual Preferred Stock, Series A—Voting 
Rights.” 
When the depositary receives notice of any meeting at which 
the holders of the Series A are entitled to vote, the 
Depositary will mail (or otherwise transmit by an authorized 
method) the information contained in the notice to 
the record 
holders of the depositary shares relating to the Series 
Each record holder of the depositary shares on the record 
date, which will be the same date as the record date for the 
Series A, may instruct the Depositary to vote the amount 
of the Series A represented by the holder’s depositary 
shares. 
Although each depositary share is entitled to 1/1,000th 
of a vote, the Depositary can only vote whole shares of 
Series A. To 
the extent possible, the Depositary will vote the amount 
of the Series A represented by depositary shares in accordance 
with 
the instructions it receives. We 
will agree to take all reasonable actions that the Depositary determines 
are necessary to enable 
the Depositary to vote as instructed. If the Depositary 
does not receive specific instructions from 
the holders of any 
depositary shares representing the Series A, it will not vote 
the amount of the Series A represented by such depositary shares. 






 
 
12 
Form of the Depositary Shares 
The depositary shares are issued in book-entry form through 
DTC. The Series A is issued in registered form to the 
Depositary. 
 







 
 
13 
DESCRIPTION OF THE FLOATING 
RATE GLOBAL 
NOTES DUE 2020 AND THE FLOATING 
RATE GLOBAL 
NOTES DUE 2023 
The following summary of AT&T’s 
above referenced 
debt securities is based on and qualified by the indenture, 
dated as of May 15, 2013, with The Bank of New York 
Mellon Trust Company 
, 
N.A., acting as trustee (the “Indenture”) 
and 
the Floating Rate Global Notes due 2020 (the “Floating 
Rate 2020 Notes”) and Floating Rate Global Notes due 
2023 (the 
“Floating Rate 2023 Notes” and, together with the Floating 
Rate 2020 Notes, the “Notes”). For a complete description 
of 
the terms and provisions of the Notes, please 
refer to the Indenture, 
which is filed as an exhibit to AT&T’s 
Annual Report on 
Form 10-K for the year ended December 31, 2019 and 
to the forms of Notes, which are filed as exhibits 
to the Form 8-A filed 
with the Securities and Exchange Commission on June 
21, 2017 and August 3, 2018. 

General 

The Floating Rate 2020 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €2,250,000,000, which remains the amount 
outstanding, subject to our ability to issue additional Floating 
Rate 2020 Notes which may be of the same 
series as the Floating Rate 2020 Notes as described under 
“— 
Further Issues”; 
●
 
mature on August 3, 2020; 
●
 
bear interest at the applicable interest rate on the Floating 
Rate 2020 Notes in effect for each day of an 
Interest Period (as defined below) equal to the Applicable 
EURIBOR Rate plus 40 basis points (0.400%), 
payable quarterly in arrears; 

●
 
are repayable at par at maturity; 
●
 
are redeemable by us in connection with certain tax 
events as described below under “— Redemption Upon 
a Tax Event”; and 
●
 
are not subject to any sinking fund. 

The Floating Rate 2023 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €878,507,000, 
which remains the amount 
outstanding, subject to our ability to issue additional Floating 
Rate 2023 Notes which may be of the same 
series as the Floating Rate 2023 Notes as described under 
“— 
Further Issues”; 
●
 
mature on September 5, 2023; 
●
 
bear interest at the applicable interest rate on the Floating 
Rate 2023 Notes in effect for each day of an 
Interest Period (as defined below) equal to the Applicable 
EURIBOR Rate plus 85 basis points (0.850%), 
payable quarterly in arrears; 

●
 
are repayable at par at maturity; 
●
 
are redeemable by us in connection with certain tax 
events as described below under “— Redemption Upon 
a Tax Event”; and 
●
 
are not subject to any sinking fund. 

The Notes are our unsecured and unsubordinated obligations 
and rank 
pari passu
 
with all other indebtedness issued 
under our Indenture. 
Each series of Notes constitutes a separate series under the 
Indenture. The Notes are issued in fully 
registered form only and in minimum denominations of 
€100,000 and integral multiples of €1,000 in excess thereof. 
Principal 
and interest payments on the Notes are payable by us in 
euro. Payments of principal, interest and additional amounts, if 
any, 
in respect of the Notes will be made to Euroclear 
System, Clearstream Banking S.A. or such nominee or common 
depositary, 






 
 
14 
as the case may be, as registered holder thereof. Under 
the terms of the Indenture, if the euro ceases to exist when 
payments 
on the Notes are due under any circumstances, AT&T 
may supplement the Indenture to allow for payment in U.S. dollars. 
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. 
Interest 
The Floating Rate 2020 Notes bear interest from August 
3, 2018 at a floating rate determined in the manner 
provided below, payable 
on February 3, May 3, August 3 and November 3 of each year 
(each such day, an 
“interest payment 
date”), commencing on November 3, 2018, to the persons 
in whose names the Floating Rate 2020 Notes are 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 Floating Rate 2020 Notes in effect 
for each day of an Interest Period is equal to the Applicable EURIBOR 
Rate plus 40 basis points (0.400%). The interest rate 
for the Floating Rate 2020 Notes for each Interest Period is set on 
February 3, May 3, August 3 and November 3 of each 
year, and was set for the initial Interest Period 
on August 3, 2018 (each 
such date, a “2020 Interest Reset Date”) until the principal 
on the Floating Rate 2020 Notes is paid or made available 
for 
payment (the “2020 Principal Payment Date”). If any 
2020 Interest Reset Date (other than the initial 2020 Interest 
Reset Date 
occurring on August 3, 2018) and interest payment 
date would otherwise be a day that is not a EURIBOR business day, 
such 
2020 Interest Reset Date and interest payment date shall 
be the next succeeding EURIBOR business day, 
unless the next 
succeeding EURIBOR business day is in the next succeeding calendar 
month, in which case such 2020 Interest Reset Date 
and interest payment date shall be the immediately 
preceding EURIBOR business day. 

The Floating Rate 2023 Notes bear interest from December 
4, 2018 at a floating rate determined in a manner 
provided below, payable 
on March 4, June 4, September 4 and December 4 of each 
year (each such day, an 
“interest payment 
date”), commencing on March 4, 2019, to the persons in 
whose names the Floating Rate 2023 Notes are registered at the 
close of business on the 15th day preceding the respective 
interest payment date, subject to certain exceptions, including 
that 
the last interest payment date will be made on the maturity 
date, rather than the final interest payment date 
(a difference of 
one day). The per annum interest rate on the Floating 
Rate 2023 Notes in effect for each day of an Interest Period 
is equal to 
the Applicable EURIBOR Rate plus 85 basis points (0.850%). 
The interest rate for the Floating Rate 2023 Notes for 
each 
Interest Period is set on March 4, June 4, September 4 
and December 4 of each year, and was set for 
the initial Interest Period 
on December 4, 2018 (each such date, a “2023 Interest 
Reset Date” and, together with a 2020 Interest Reset Date, such 
individual date, an “Interest Reset Date”) until the principal 
on the Floating Rate 2023 Notes is paid or made 
available for 
payment (the “2023 Principal Payment Date” and, together 
with the 2020 Principal Payment Date, the “Principal 
Payment 
Date”); provided that the last 2023 Interest Reset Date will be 
on June 4, 2023, and will be calculated for the entire Interest 
Period, which for the avoidance of doubt, will include one 
additional day. If any 
2023 Interest Reset Date (other than the 
initial 2023 Interest Reset Date which occurred on 
December 4, 2018) and interest payment date would otherwise be a 
day 
that is not a EURIBOR business day, 
such 2023 Interest Reset Date and interest payment date shall 
be the next succeeding 
EURIBOR business day, 
unless the next succeeding EURIBOR business day is in the 
next succeeding calendar month, in 
which case such 2023 Interest Reset Date and interest payment 
date shall be the immediately preceding EURIBOR business 
day. 
“EURIBOR 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, 
and is a day 
on which the TARGET 
System, or any successor thereto, operates. 

“Interest Period” 
means, with respect to each series of Notes, the relevant 
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 relevant 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 EURIBOR business day, 
then the principal amount of the Notes plus accrued and unpaid 
interest 
thereon shall be paid on the next succeeding EURIBOR business day 
and no interest shall accrue for the maturity date, 
Principal Payment Date or any day thereafter. 

The “Applicable EURIBOR Rate” 
means the rate determined in accordance with the following 
provisions: 

(1) Two prior TARGET 
days on which dealings in deposits in euros are transacted 
in the euro-zone 
interbank market preceding each Interest Reset Date (each such 
date, an “Interest Determination Date”), The Bank 
of New York 
Mellon, London Branch (the “Calculation Agent”), as agent 
for AT&T, 
will determine the Applicable 
EURIBOR Rate which shall be the rate for deposits in euro 
having a maturity of three months commencing on the 






 
 
15 
first day of the applicable interest period that appears on (i) 
the Bloomberg Screen BBAM Page, with respect to the 
Floating Rate 2020 Notes, or (ii) the Reuters Screen EURIBOR01 
Page, with respect to the Floating Rate 2023 
Notes, as of 11:00 a.m., Brussels time, on 
such Interest Determination Date. “Bloomberg 
Screen BBAM Page” 
means the display designated on page “BBAM” on Bloomberg 
(or such other page as may replace the “BBAM” 
page on that service or any successor service for the purpose of 
displaying euro-zone interbank offered rates for 
euro-denominated deposits of major banks). “Reuters Screen EURIBOR01 
Page” means the display designated on 
page “EURIBOR01” on Reuters (or such other page 
as may replace the EURIBOR01 page on that service or any 
successor service for the purpose of displaying euro-zone interbank 
offered rates for euro-denominated deposits of 
major banks). If the Applicable EURIBOR Rate on such Interest 
Determination Date does not appear on the 
Bloomberg Screen BBAM Page or the Reuters Screen 
EURIBOR01 Page, as applicable, the Applicable EURIBOR 
Rate will be determined as described in (2) below. 

(2) With respect to an Interest Determination 
Date for which the Applicable EURIBOR Rate does not 
appear on the Bloomberg Screen BBAM Page or 
the Reuters Screen EURIBOR01 Page, as applicable, as specified 
in (1) above, the Applicable EURIBOR Rate will be determined 
on the basis of the rates at which deposits in euro 
are offered by four major banks in the euro-zone 
interbank market selected by AT&T 
(the “Reference Banks”) at 
approximately 11:00 a.m., Brussels time, 
on such Interest Determination Date to prime banks in the 
euro-zone 
interbank market having a maturity of three months, and 
in a principal amount equal to an amount of not less than 
€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 euro-zone office of each 
of such Reference Banks to provide a 
quotation of its rate. If at least two such quotations are 
provided, the Applicable EURIBOR 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 EURIBOR Rate on such Interest 
Determination Date will be the arithmetic mean 
(rounded upwards) of the rates quoted by three major banks 
in the euro-zone selected by AT&T 
at approximately 
11:00 a.m., Brussels time, on such Interest 
Determination Date for loans in euro to leading European 
banks, having a 
maturity of three months, and in a principal amount equal 
to an amount of not less than €1,000,000 that is 
representative for a single transaction in such market 
at such time; provided, however, 
that if the banks so 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”) is calculated by 
dividing the interest rate in effect for such 
day by 360 and multiplying the result by the principal amount 
of the Note (known 
as the “Actual/360” day count). The amount of interest 
paid on the Notes for any Interest Period is calculated by adding 
the 
Daily Interest Amount for each day in such Interest Period. 
The interest rate and amount of interest paid on the Notes 
for each Interest Period is determined by the Calculation 
Agent. With respect to the Floating 
Rate 2020 Notes, the interest rate will in no event be lower than 
zero or higher than the 
maximum rate permitted by New York 
law as the same may be modified by United States law of general 
application. 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 EURIBOR 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 EURIBOR 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. 

Payment of Additional Amounts 
We will, subject to 
the exceptions and limitations set forth below, 
pay as additional interest on the Notes such 
additional amounts as are necessary so that the net payment 
by us or our paying agent of the principal of and interest 
on the 
Notes to a person that is a United States Alien, after deduction 
for any present or future tax, assessment or governmental 
charge of the United States or a political subdivision 
or taxing authority thereof or therein, imposed by withholding 
with 
respect to the payment, will not be less than the amount 
that would have been payable in respect of the Notes had no 
withholding or deduction been required. As used herein, 
“United States Alien” means any person who, for United 
States 
federal income tax purposes, is a foreign corporation, a 
non-resident alien individual, a non-resident alien fiduciary 
of a 






 
 
16 
foreign estate or trust, or a foreign partnership one or more 
of the members of which is, for United States federal 
income tax 
purposes, a foreign corporation, a non-resident alien individual 
or a non-resident alien fiduciary of a foreign estate or trust. 

Our obligation to pay additional amounts shall not apply: 

(1) to any tax, assessment or governmental charge 
that is imposed or withheld solely because the beneficial 
owner, or a fiduciary, 
settlor, beneficiary or member of the 
beneficial owner if the beneficial owner is an estate, trust 
or partnership, or a person holding a power over an estate or trust 
administered by a fiduciary holder: 

(a) is or was present or engaged in a trade or business in the 
United States, has or had a permanent 
establishment in the United States, or has any other 
present or former connection with the United States or 
any political subdivision or taxing authority thereof 
or therein; 

(b) is or was a citizen or resident or is or was treated 
as a resident of the United States; 

(c) is or was a foreign or domestic personal holding company, 
a passive foreign investment 
company or a controlled foreign corporation with respect 
to the United States or is or was a corporation that 
has accumulated earnings to avoid United States federal 
income tax; 

(d) is or was a bank receiving interest described in 
Section 881(c)(3)(A) of the Internal Revenue 
Code of 1986, as amended (the “Code”); or 

(e) is or was an actual or constructive owner of 10% or 
more of the total combined voting power 
of all classes of stock of AT&T 
entitled to vote; 

(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 






 
 
17 
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 of each series 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. 
Redemption Upon a Tax 
Event 

If (a) we become or will become obligated to pay additional 
amounts with respect to any Notes as described herein 
under the heading “— Payment of Additional Amounts” 
as a result of any change in, or amendment to, the laws (or 
any 
regulations or rulings promulgated thereunder) of the United States (or 
any political subdivision or taxing authority thereof or 
therein), or any change in, or amendments to, any 
official position regarding the application or 
interpretation of such laws, 
regulations or rulings, which change or amendment 
is announced or becomes effective, on or after February 
15, 2018 with 
respect to the Floating Rate 2023 Notes and July 30, 2018 
with respect to the Floating Rate 2020 Notes, or (b) a taxing 
authority of the United States takes an action on or after 
February 15, 2018 with respect to the Floating Rate 2023 Notes 
and 
July 30, 2018 with respect to the Floating Rate 2020 Notes, 
whether or not with respect to us or any of our affiliates, 
that 
results in a substantial probability that we will or may 
be required to pay such additional amounts, then we may, 
at our 
option, redeem, as a whole, but not in part, the applicable 
series of Notes on any interest payment date on not less than 30 nor 
more than 60 calendar days’ 
prior notice, at a redemption price equal to 100% of their principal 
amount, together with 
interest accrued thereon to the date fixed for redemption. 
No redemption pursuant to (b) above may be made unless we shall 
have received an opinion of independent counsel to the 
effect that an act taken by a taxing authority 
of the United States 
results in a substantial probability that we will or may 
be required to pay the additional amounts described herein under 
the 
heading “— Payment of Additional Amounts” 
and we shall have delivered to the trustee a certificate, signed 
by a duly 
authorized officer, stating 
that based on such opinion we are entitled to redeem the Notes pursuant 
to their terms. 

Further Issues 

We may from 
time to time, without notice to or the consent of the holders of any 
series of the Notes, create and issue 
further notes ranking equally and ratably with such series 
in all respects, or in all respects except for the payment 
of interest 
accruing prior to the issue date or except for the first payment 
of interest following the issue date of those further 
notes. Any 
further notes will have the same terms as to status, redemption 
or otherwise as, and will be fungible for United States federal 
income tax purposes with, the Notes of the applicable series. Any 
further notes shall be issued pursuant to a resolution of our 
board of directors, a supplement to the Indenture, or under 
an officers’ 
certificate pursuant to the Indenture. 

Governing Law 

The Notes will be governed by and interpreted in accord 
ance with the laws of the State of New York. 

Special Situations Covered by Our Indenture 

Mergers and Similar Transactions 

We are generally 
permitted to consolidate or merge with another company. 
We are also permitted 
to sell 
substantially all of our assets to another company. 
However, we may not take any of 
these actions unless all the following 
conditions are met: 

●
 
Where we merge out of existence or sell our 
assets, the company we merge into or sell to may not 
be 
organized under the laws of a foreign country. 
It must be a corporation organized under 
the laws of the 
United States, any State thereof, or the District of Columbia. 
●
 
The company we merge into or sell to must agree 
to be legally responsible for our debt securities. 







 
 
18 
●
 
The merger, sale of 
assets or other transaction must not cause a default on the securities, 
and we must not 
already be in default, unless the merger or other 
transaction would cure the default. For purposes of this no-
default test, a default would include an event of default 
that has occurred and not been cured, as described 
below under “ —Default and Related Matters — Events of Default 
— What Is an Event of Default?” 
A 
default for this purpose would also include any event 
that would be an event of default if the requirements 
for giving us default notice or our default having to exist 
for a specific period of time were disregarded. 
Further, we may buy substantially 
all of the assets of another company without complying with any 
of the foregoing 
conditions. 

Modification and Waiver 
of Holders’ Contractual Rights 

Under certain circumstances, we can make changes to the Indenture 
and the securities (including the Notes). Some 
types of changes require the approval of each security 
holder affected, some require approval by 
a majority vote, and some 
changes do not require any approval at all. 

Changes Requiring Approval 
of Holders
. First, there are changes that cannot be made to the securities 
without 
specific approval of holders. The following is a list of 
those types of changes: 

●
 
to reduce the percentage of holders of securities who 
must consent to a waiver or amendment of the 
Indenture; 
●
 
to reduce the rate of interest on any security or change the 
time for payment of interest; 
●
 
to reduce the principal due on any security or change 
the fixed maturity of any security; 
●
 
to waive a default in the payment of principal or interest 
on any security; 
●
 
to change the currency of payment on a security, 
unless the security provides for payment in a currency that 
ceases to exist; 
●
 
in the case of convertible or exchangeable securities, to 
make changes to conversion or exchange 
rights that 
would be adverse to the interests of holders; 
●
 
to change the right of holders to waive an existing default 
by majority vote; 
●
 
to reduce the amount of principal or interest payable 
to holders following a default or change any 
conversion or exchange rights, or impair the right of 
holders to sue for payment; and 
●
 
to make any change to this list of changes that requires 
specific approval of holders.
 

Changes Requiring a Majority Vote
. The second type of change to the Indenture and the securities is the 
kind 
that 
requires a vote in favor by security holders owning a majority 
of the principal amount of the particular series affected. 
Most 
changes fall into this category, 
except as set forth in the following paragraph. The same 
vote would be required for us to 
obtain a waiver of an existing default. However, 
we cannot obtain a waiver of a payment default unless we obtain 
each 
holder’s individual consent to the waiver. 

Changes Not Requiring Approval of 
Holders
. The third type of change does not require any vote by holders 
of 
securities. This type includes, among others, clarifications 
of ambiguous contract terms, changes to make securities payable 
in U.S. dollars (if the stated denomination ceases to exist) and 
other changes that would not materially adversely affect 
holders of the securities. 

Further Details Concerning Voting. 
When taking a vote, we will use the following rules to decide how 
much 
principal amount to attribute to a security: 

●
 
For securities denominated in one or more foreign currencies or 
currency units, we will use the U.S. dollar 
equivalent determined on the date of original issuance of these securities. 







 
 
19 
Securities will not be considered outstanding, and therefore 
not eligible to vote, if we have deposited or set aside in 
trust for the applicable holders money for their payment 
or redemption. A security does not cease to be outstanding because 
we or an affiliate of us is holding the security. 

We will generally 
be entitled to set any day as a record date for the purpose 
of determining the holders of 
outstanding securities that are entitled to vote or take 
other action under the Indenture. However, 
the Indenture does not 
oblige us to fix any record date at all. If we set a record 
date for a vote or other action to be taken by holders of a 
particular 
series, that vote or action may be taken only by persons 
who are holders of outstanding securities of that series on 
the record 
date and must be taken within 90 days following the record 
date. 

Holders who hold in “street name” and other indirect holders, including 
holders of any securities issued as global 
securities, should consult their banks or brokers for information 
on how approval may be granted or denied if we seek 
to change the Indenture or the securities or request a waiver. 

Discharge of Our Obligations 

We can fully 
discharge ourselves from any payment or other obligations 
on the securities of any series if we make a 
deposit for the applicable holders with the trustee and 
certain other conditions are met. The deposit must be held 
in trust for 
the benefit of all direct holders of the securities and 
must be a combination of money and U.S. government or U.S. 
government agency notes or bonds that will generate 
enough cash to make interest, principal and any other payments on 
the 
securities on their various due dates. 

However, we cannot discharge 
ourselves from the obligations under any convertible or 
exchangeable securities, 
unless we provide for it in the terms of these securities. 
If we accomplish full discharge, as described 
above, holders will have to rely solely on the trust deposit for 
repayment of the securities. Holders could not look 
to us for repayment in the unlikely event of any shortfall. Conversely, 
the 
trust deposit would most likely be protected from 
claims of our lenders and other creditors if we ever become bankrupt 
or 
insolvent. 

We will indemnify 
the trustee and holders against any tax, fee or other charge 
imposed on the U.S. government 
obligations we deposited with the trustee or against the principal 
and interest received on these obligations. 

Liens on Assets 

The Indenture does not restrict us from pledging or otherwise 
encumbering any of our assets and those of our 
subsidiaries. 

Default and Related Matters 

Ranking Compared to Other Creditors 

The securities are not secured by any of our property 
or assets. Accordingly, 
ownership of securities means each 
holder is one of our unsecured creditors. The securities are not 
subordinated to any of our other debt obligations and 
therefore 
they rank equally with all our other unsecured and unsubordinated 
indebtedness. However, the trustee has 
a right to receive 
payment for its administrative services prior to any payment 
to security holders after a default. 

Events of Default 

Holders will have special rights if an event of default occurs 
and is not cured, as described later in this subsection. 

What Is an Event of Default?
 
The term “event of default” 
with respect to any series of securities means any of the 
following: 

●
 
We fail to make 
any interest payment on the securities of such series when it is due, 
and we do not cure this 
default within 90 days. 






 
 
20 
●
 
We fail to make 
any payment of principal when it is due at the maturity 
of such series of securities or upon 
redemption. 

●
 
We fail to comply 
with any of our other agreements regarding a particular series of securities 
or with a 
supplemental indenture, and after we have been notified 
of the default by the trustee or holders of 25% in 
principal amount of the series, we do not cure the default within 
90 days. 
●
 
We file for 
bankruptcy, or other 
events in bankruptcy, 
insolvency or reorganization occur. 
Remedies if an Event of Default Occurs 

Holders and the trustee will have the following remedies 
if an event of default occurs: 

Acceleration
. If an event of default has occurred and has not been cured 
or waived, then the trustee or the holders of 
25% in principal amount of the securities of the affected 
series may declare the entire principal amount of and any accrued 
interest on all the securities of that series to be due 
and immediately payable. An acceleration of maturity may be cancelled 
by the holders of at least a majority in principal amount 
of the securities of the affected series, if all events 
of default have 
been cured or waived. 

Special Duties of Trustee
. If an event of default occurs, the trustee will have some 
special duties. In that situation, 
the trustee will be obligated to use those of its rights and 
powers under the Indenture, and to use the same degree 
of care and 
skill in doing so, that a prudent person would use in 
that situation in conducting his or her own affairs. 

Other Remedies of Trustee
. If an event of default occurs, the trustee is authorized 
to pursue any available remedy to 
collect defaulted principal and interest and to enforce other 
provisions of the securities and the Indenture, including bringing 
a lawsuit. 

Majority Holders May Direct the 
Trustee to Take 
Actions to Protect Their Interests.
 
The trustee is not required to 
take any action under the Indenture at the request of any 
holders unless the holders offer the trustee reasonable 
protection 
from expenses and liability. 
This is called an “indemnity”. If the trustee is provided with 
an indemnity reasonably satisfactory 
to it, the holders of a majority in principal amount 
of the relevant series of debt securities may direct the time, method 
and 
place of conducting any lawsuit or other formal legal 
action seeking any remedy available to the trustee. These 
majority 
holders may also direct the trustee in performing any other 
action under the Indenture. 

Individual Actions Holders May Take 
if the Trustee Fails to Act.
 
Before a holder bypasses the trustee and brings 
such holder’s own lawsuit or other formal 
legal action or take other steps to enforce such holder’s 
rights or protect such 
holder’s interests relating to the securities, the following 
must occur: 

●
 
Such holder must give the trustee written notice that an 
event of default has occurred and remains uncured. 

●
 
The holders of 25% in principal amount 
of all outstanding securities of the relevant 
series must make a written request 
that the 
trustee take 
action because 
of the 
default, and 
must offer 
indemnity reasonably 
satisfactory to 
the trustee 
against the cost and other liabilities of taking that action. 
●
 
The trustee must not have taken action for 60 days after 
receipt of the above notice and offer of indemnity. 

●
 
During the 60-day period, the holders of 
a majority in principal amount of the securities 
of that series do not give the 
trustee a direction inconsistent with the request. 
However, a holder is entitled 
at any time to bring an individual lawsuit for the payment of the money 
due on such 
holder’s 
security on or after its due date. 

Waiver of Default 

The holders of a majority in principal amount of the relevant 
series of debt securities may waive a default for all the 
relevant series of debt securities. If this happens, the 
default will be treated as if it had not occurred. No one can waive 
a 
payment default on a holder’s debt security, 
however, without such holder’s 
individual approval. 







 
 
21 
We Will 
Give the Trustee Information About Defaults 
Annually 

Every year we will give to the trustee a written statement of 
one of our officers certifying that to the 
best of his or 
her knowledge we are in compliance with the Indenture and 
all the securities under it, or else specifying any default. 

The trustee may withhold from holders notice of any 
uncured default, except for payment defaults, if it determines 
that withholding notice is in holders’ interest. 

 
Holders who hold in “street name” and other 
indirect holders should consult their banks or brokers 
for 
information on how to give notice or direction 
to or make a request of the trustee and how to 
make or cancel 
a declaration of acceleration. 

Regarding the Trustee 

The Bank of New York 
Mellon Trust Company, 
N.A. is the trustee under the Indenture. In addition, affiliates 
of 
The Bank of New York 
Mellon Trust Company, 
N.A. may perform various commercial banking and investment 
banking services for us and our subsidiaries from time 
to time in the ordinary course of business. 
 
 







 
 
22 
DESCRIPTION OF THE 1.875% GLOBAL NOTES DUE 
2020, 2.500% GLOBAL NOTES DUE 2023 AND THE 
3.550% GLOBAL NOTES DUE 2032 
The following summary of AT&T’s 
above referenced 
debt securities is based on and qualified by the indenture, 
dated as of 
November 1, 1994, with The Bank of New York 
Mellon acting as trustee (the “Indenture”) 
and the 1.875% Global Notes due 
2020 (the “1.875% 2020 Notes”), 2.500% Global Notes due 
2023 (the “2.500% 2023 Notes”), and the 3.550% Global 
Notes 
due 2032 (the “2032 Notes” and, together with the 1.875% 
2020 Notes and the 2.500% 2023 Notes, the “Notes”). For 
a 
complete description of the terms and provisi 
ons of the Notes, please refer to the Indenture, 
which is filed as an exhibit to 
AT&T’s 
Annual Report on Form 10-K for the year ended December 
31, 2019 and to the forms of Notes, which are 
filed as 
exhibits to the Form 8-As filed with the Securities and Exchange 
Commission on December 6, 2012, December 17, 2012 and 
March 13, 2013. 
General 
The 1.875% 2020 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €1,000,000,000, which remains the amount 
outstanding, subject to our ability to issue additional 1.875% 
2020 Notes which may be of the same series 
as the 1.875% 2020 Notes as described under “— Further 
Issues”; 
●
 
mature on December 4, 2020; 
●
 
bear interest at the rate of 1.875% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The 2.500% 2023 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €1,250,000,000, which remains the amount 
outstanding, subject to our ability to issue additional 2.500% 
2023 Notes which may be of the same series 
as the 2.500% 2023 Notes as described under “— Further 
Issues”; 
●
 
mature on March 15, 2023; 
●
 
bear interest at the rate of 2.500% per annum, payabl 
e 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The 2032 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €1,000,000,000 and an additional aggregate 
principal amount of €400,000,000 was subsequently issued 
such that €1,400,000,000 remains the amount 
outstanding, subject to our ability to issue additional 2032 
Notes which may be of the same series as the 
2032 Notes as described under “— Further Issues”; 
●
 
mature on December 17, 2032; 






 
 
23 
●
 
bear interest at the rate of 3.550% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The Notes are unsecured and unsubordinated obligations 
and rank 
pari passu 
with all other indebtedness issued 
under our Indenture. Each series of Notes constitutes a separate 
series under the Indenture. The Notes are issued in fully 
registered form only and in minimum denominations of 
€100,000 and integral multiples of €1,000 in excess thereof. 
Principal 
and interest payments on the Notes are payable by us in 
euro. Payments of principal, interest and additional amounts, if 
any, 
in respect of the Notes will be made to Euroclear 
System, Clearstream Banking S.A. or such nominee or common 
depositary, 
as the case may be, as registered holder thereof. 

For purposes of the Notes, a business day means a business day 
in the City of New York 
and London. 

Interest 
The 1.875% 2020 Notes bear interest at the rate of 1.875% 
per annum, the 2.500% 2023 Notes bear interest at the rate 
of 
2.500% per annum and the 2032 Notes bear interest at the 
rate of 3.550% per annum. 

We pay interest 
on the 1.875% 2020 Notes annually in arrears on December 
4, commencing on December 4, 2013, 
to the persons in whose names the 1.875% 2020 Notes 
are registered at the close of business on the November 15 
preceding 
the interest payment date. We 
pay interest on the 2.500% 2023 Notes annually in arrears 
on March 15, commencing on 
March 15, 
2014, to the persons in whose names the 2.500% 2023 Notes are 
registered at the close of business on the March 1 
preceding the interest payment date. We 
pay interest on the 2032 Notes annually in arrears on December 
17, commencing on 
December 17, 2013, to 
the persons in whose names the 2032 Notes are registered 
at the close of business on the December 1 
preceding the interest payment date. 

The 1.875% 2020 Notes will mature on December 4, 2020, 
the 2.500% 2023 Notes will mature on March 15, 
2023 
and the 2032 Notes will mature on December 17, 2032. 

Interest on the Notes is computed on the basis of the actual 
number of days in the period for which interest is being 
calculated and the actual number of days from and including 
the last date on which interest was paid on the Notes, to 
but 
excluding the next scheduled interest payment date. 
This payment convention is referred to as ACTUAL/ACTUAL (ICMA) 
as defined in the rulebook of the International Capital Market 
Association. 
 
Optional Redemption 
At any time prior to the applicable Par Call Date (as set forth 
in the table below), the Notes will be redeemable, as a 
whole or in part, at our option, at any time and from time 
to time on at least 30 days’, but not more than 60 days’, prior 
notice 
mailed to the registered address of each holder of the 
Notes of such series to be redeemed. The redemption price will be 
equal 
to the greater of (1) 100% of the principal amount of 
the Notes of such series to be redeemed or (2) the sum of the present 
values of the Remaining Scheduled Payments (as defined 
below) discounted to the redemption date, on an annual 
basis 
(ACTUAL/ACTUAL (ICMA)), at a rate equal to the 
Treasury Rate (as defined below) plus a number 
of basis points equal to 
the applicable Make-Whole Spread (as set forth in 
the table below). In either case, accrued interest will be payable 
to the 
redemption date. At any time on or after the applicable 
Par Call Date (as set forth in the table below), we have the 
option to 
redeem the Notes, as a whole or in part, 
on at least 30 days’, but not more than 60 days’, prior notice 
mailed to the registered 
address of each holder of the Notes of such series to be 
redeemed, at a redemption price equal to 100% of the principal 
amount of such series of Notes to be redeemed. Accrued 
interest will be payable to the redemption date. 
 






 

 

 

 

 

 

 

 

 

 
 
24 
Series 
Par Call Date 
Make-Whole Spread 
1.875% 2020 Notes 
September 4, 2020 
15 bps 
2.500% 2023 Notes 
December 15, 2022 
15 bps 
2032 Notes 
September 17, 2032 
25 bps 
 
“
Treasury Rate
” means the price, expressed as a percentage (rounded 
to three decimal places, 0.0005 being rounded 
upwards), at which the gross redemption yield on the Notes 
of the applicable series, if they were to be purchased at 
such price 
on the third dealing day prior to the date fixed for redemption, 
would be equal to the gross redemption yield on such dealing 
day of the Reference Bond (as defined below) on the 
basis of the middle market price of the Reference Bond 
prevailing at 
11:00 a.m. (London time) on such 
dealing day as determined by the trustee with respect to the 1.875% 
2020 Notes and as 
determined by either the Company or an investment bank 
appointed by the Company with respect to the 2.500% 
2023 Notes 
and the 2032 Notes. 

“
Reference Bond
” means, in relation to any Treasury Rate calculation, 
a German government bond whose maturity 
is closest to the maturity of the Notes of the applicable 
series, or if (i) the trustee in its discretion with respect 
to the 1.875% 
2020 Notes or (ii) the Company or an investment 
bank appointed by the Company with respect to the 2.500% 
2023 Notes and 
2032 Notes considers that such similar bond is not in 
issue, such other German government bond as (i) the trustee in its 
discretion with respect to the 1.875% 2020 Notes or 
(ii) the Company or an investment bank appointed by the Company 
with 
respect to the 2.500% 2023 Notes, and 2032 Notes may, 
with the advice of three brokers of, and/or market makers 
in, 
German government bonds selected by (i) the trustee 
in its discretion with respect to the 1.875% 2020 Notes or 
(ii) the 
Company or an investment bank appointed by the Company 
with respect to the 2.500% 2023 Notes and the 2032 
Notes, 
determine to be appropriate for determining such Treasury 
Rate. 

“
Remaining Scheduled Payments
” means, with respect to each Note of a series to be redeemed, 
the remaining 
scheduled payments of principal of and interest on 
such Note that would be due after the related redemption date 
but for the 
redemption. If that redemption date is not an interest paym 
ent date with respect to the applicable series of Notes, the amount 
of the next succeeding scheduled interest payment on 
the Notes will be reduced by the amount of interest accrued on the 
Notes to the redemption date. 
 
On and after the redemption date, interest will cease to accrue 
on the Notes or any portion of the Notes called for 
redemption unless we default in the payment of the 
redemption price and accrued interest. On or before the redemption 
date, 
we will deposit with a paying agent or the trustee money 
sufficient to pay the redemption price of and accrued 
interest on the 
Notes to be redeemed on that date. 
 
In the case of any partial redemption, selection of the 
Notes of any series to be redeemed will be made by the trustee 
by lot or by such other method as the trustee in its sole discretion 
deems to be fair and appropriate. 
 
 
Redemption for Taxation 
Reasons 

If (a) as a result of any change 
in, or amendment to, the laws or regulations of a Relevant Jurisdiction 
(as defined 
below under “Interpretation”), or any change in the official 
interpretation of the laws or regulations of a Relevant 
Jurisdiction, which change or amendment becomes effec 
tive after November 28, 2012 with respect to the 1.875% 2020 
Notes, March 6, 2013 with respect to the 2.500% 2023 Notes and 
December 11, 2012 with respect to the 
2032 Notes, on the 
next Interest Payment Date we would be required to 
pay additional amounts as provided or referred to below under 
“— 
Payment Without Withholding” 
and (b) the requirement cannot be avoided by our taking reasonable 
measures available to us, 
we may at our option, having given not less than 30 
nor more than 60 days’ notice to the holders of the Notes (which 
notice 
shall be irrevocable), redeem all, but not a portion of, 
the Notes at any time at their principal amount together with interest 
accrued to, but excluding, the date of redemption provided 
that no such notice of redemption shall be given earlier 
than 90 
days prior to the earliest date on which we would be obliged 
to pay such additional amounts were a payment in respect 
of the 
Notes then due. Prior to the publication of any notice 
of redemption pursuant to this paragraph, we shall deliver 
to the trustee 
a certificate signed by two of our executive officers 
stating that the requirement referred to in (a) above will 
apply on the next 
Interest Payment Date and setting forth a statement of facts 
showing that the conditions precedent to the right of AT&T 
so to 
redeem have occurred, cannot be avoided by us taking reasonable 
measures available to us and an opinion of independent 
legal advisers of recognized international standing to the 
effect that AT&T 
has or will become obliged to pay such additional 
amounts as a result of the change or amendment, in 
each case to be held by the trustee and made available for viewing 
at the 
offices of the trustee on request by any 
holder of the Notes. 
 






 
 
25 
Payment Without Withholding 

All payments in respect of the Notes by or on behalf of 
AT&T 
shall be made without withholding or deduction for, 
or on account of, any present or future taxes, duties, assessments 
or governmental charges of whatever nature 
(“Taxes”) 
imposed, collected, withheld, assessed or levied by or 
on behalf of the Relevant Jurisdiction, unless the withholding 
or 
deduction of the Taxes 
is required by law. 
In that event, we will pay such additional amounts to a holder 
who is a United 
States Alien (as defined below) as may be necessary in 
order that the net amounts received by the holder after the 
withholding or deduction shall equal the respective amounts 
which would have been receivable in respect of the 
Notes in the 
absence of the withholding or deduction; except that no 
such additional amounts shall be payable in relation to any 
payment 
in respect of any Note: 
 
(a) where such withholding or deduction would not have 
been so imposed but for: 
 
(i) in the case of payment by AT&T, 
the existence of any present or former connection between 
the holder of the Note (or between a fiduciary, 
settlor, shareholder, 
beneficiary or member of the holder of 
the Note, if such holder is an estate, a trust, a corporation 
or a partnership) and the United States, including, 
without limitation, such holder (or such fiduciary, 
settlor, shareholder, 
beneficiary or member) being or 
having been a citizen or resident or treated as a resident 
thereof, or being or having been engaged in trade 
or business or presence therein, or having or having had 
a permanent establishment therein; 
 
(ii) in the case of payment by AT&T, 
the present or former status of the holder of the Note 
as a 
personal holding company, 
a foreign personal holding company, 
a passive foreign investment company, 
or 
a controlled foreign corporation for United States federal 
income tax purposes or a corporation which 
accumulates earnings to avoid United States federal income 
tax; 
 
(iii) in the case of payment by AT&T, 
the past or present or future status of the holder of the Note 
as the actual or constructive owner of 10% or more 
of either the total combined voting power of all classes 
of stock of AT&T 
entitled to vote if AT&T 
was treated as a corporation, or the capital or profits interest in 
AT&T, 
if AT&T 
is treated as a partnership for United States federal income tax 
purposes or as a bank 
receiving interest described in Section 881(c) (3) (A) 
of the Internal Revenue Code of 1986, as amended; or 
 
(iv) the failure by the holder of the Note to comply with 
any certification, identification or other 
reporting requirements concerning the nationality, 
residence, identity or connection with the United States 
(in the case of payment by AT&T) 
of such holder, if compliance is required 
by statute or by regulation as a 
precondition to exemption from such withholding 
or deduction; 
 
(b) in the case of payment by AT&T 
to any United States Alien, if such person is a fiduciary or 
partnership 
or other than the sole beneficial owner of any such payment, 
to the extent that a beneficiary or settlor with respect to 
such fiduciary, a 
member of such partnership or the beneficial owner would not 
have been entitled to the additional 
amounts had such beneficiary, 
settlor, member or beneficial owner 
been the bearer of such Note. 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; 
 
(c) to the extent that the withholding or deduction is as a 
result of the imposition of any gift, inheritance, 
estate, sales, transfer, personal property 
or any similar tax, assessment or other governmental charge; 
 
(d) to, or to a third party on behalf of, a holder who is liable for 
the Taxes in respect 
of the Notes by reason 
of his having any or some present or former connection, 
including but not limited to fiscal residency, 
fiscal deemed 
residency and substantial interest shareholdings, with the 
Relevant Jurisdiction, other than the mere holding of the 
Notes; 
 
(e) presented for payment more than 30 days after the 
Relevant Date except to the extent that a holder 
would have been entitled to additional amounts on 
presenting the relevant Notes for payment on the last day of the 
period of 30 days assuming that day to have been an Interest 
Payment Date; 
 






 
 
26 
(f) any tax, assessment or other governmental charge 
required to be withheld by any paying agent from 
any 
payment of principal or of interest on any Notes, if such 
payment can be made without withholding by any other 
paying agent; 
 
(g) 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 our 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; 
 
(h) 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 becomes effective 
after the day on which the 
payment becomes due or is duly provided for, 
whichever occurs later; or 
 
(i) any combination of (a), (b), (c), (d), (e), (f), (g) 
or (h). 

Interpretation 

As used in this description: 
 
(a) “Relevant Date” means the date on which the payment 
first becomes due but, if the full amount of the 
money payable has not been received by the trustee on 
or before the due date, it means the date which is seven days 
after the date on which, the full amount of the money 
having been so received, notice to that effect shall have 
been 
duly given to the holders of Notes by us; and 
 
(b) “Relevant Jurisdiction” means the State of Delaware 
and the United States or any political subdivision 
or any authority thereof or therein having power to tax or 
any other jurisdiction or any political subdivision or any 
authority thereof or therein having power to tax to which 
we become subject in respect of payments made by it of 
principal and interest on the Notes. 
 
Additional Amounts 

Any reference in the terms of the Notes of each series 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. 
 
Further Issues 

We may from 
time to time, without notice to or the consent of the holders of the 
Notes, create and issue further 
notes ranking equally and ratably with such series of Notes 
in all respects, or in all respects except for the payment of interest 
accruing prior to the issue date or except for the first payment 
of interest following the issue date of those further 
notes. Any 
further notes will have the same terms as to status, redemption 
or otherwise as the Notes. Any further notes shall be issued 
pursuant to a resolution of our board of directors, a 
supplement to the Indenture, or under an officers’ 
certificate pursuant to 
the Indenture. 
 
Governing Law 
The Notes will be governed by and interpreted in accordance 
with the laws of the State of New York. 

Special Situations Covered by Our Indenture 
Mergers and Similar Transactions 
We are generally 
permitted to consolidate or merge with another company. 
We are also permitted 
to sell 
substantially all of our assets to another company, 
or to buy substantially all of the assets of another company. 
However, we 
may not take any of these actions unless all the following 
conditions are met: 






 
 
27 
●
 
Where we merge out of existence or sell our 
assets, the company we merge into or sell to may not 
be 
organized under the laws of a foreign country. 
It must be a corporation organized under 
the laws of the 
United States, any State thereof, or the District of Columbia. 

●
 
The company we merge into or sell to must agree 
to be legally responsible for our debt securities. 

●
 
The merger, sale of 
assets or other transaction must not cause a default on the securities, 
and we must not 
already be in default, unless the merger or other 
transaction would cure the default. For purposes of this no-
default test, a default would include an event of default 
that has occurred and not been cured, as described 
below under “— Default and Related Matters — Events of Default 
— What Is an Event of Default?” A 
default for this purpose would also include any event 
that would be an event of default if the requirements 
for giving us default notice or our default having to exist 
for a specific period of time were disregarded. 
Modification and Waiver 
of Holders’ Contractual Rights 
Under certain circumstances, we can make changes to the Indenture 
and the securities (including the Notes). Some 
types of changes require the approval of each security 
holder affected, some require approval by 
a majority vote, and some 
changes do not require any approval at all. 

Changes Requiring Approval 
of Holders.
 
First, there are changes that cannot be made to the securities without 
specific approval of holders. The following is a list of 
those types of changes: 
●
 
to reduce the percentage of holders of securities who 
must consent to a waiver or amendment of the 
Indenture; 

●
 
to reduce the rate of interest on any security or change the 
time for payment of interest; 

●
 
to reduce the principal due on any security or change 
the fixed maturity of any security; 

●
 
to waive a default in the payment of principal or interest 
on any security; 

●
 
to change the currency of payment on a security; 
●
 
in the case of convertible or exchangeable securities, to 
make changes to conversion or exchange rights that 
would be adverse to the interests of holders; 

●
 
to change 
the right of holders to waive an existing default by majority 
vote; 

●
 
to reduce the amount of principal or interest payable 
to holders following a default or change any 
conversion or exchange rights, or impair the right of 
holders to sue for payment; and 

●
 
to make any change to this list of changes that requires 
specific approval of holders. 
Changes Requiring a Majority Vote.
 
The second type of change to the Indenture and the securities is the 
kind that 
requires a vote in favor by security holders owning a majority 
of the principal amount of the particular series affected. 
Most 
changes fall into this category, 
except for clarifying changes and certain other changes 
that would not adversely affect holders 
of the securities. The same vote would be required for us 
to obtain a waiver of an existing default. However, 
we cannot 
obtain a waiver of a payment default unless we obtain 
each holder’s individual consent to the waiver. 

Changes Not Requiring Approval of 
Holders.
 
The third type of change does not require any vote by holders of 
securities. This type includes, among others, clarifications 
of ambiguous contract terms and other changes that would not 
materially adversely affect holders of the 
securities. 

Further Details Concerning Voting.
 
When taking a vote, we will use the following rules to decide how much 
principal amount to attribute to a security: 






 
 
28 
●
 
For securities denominated in one or more foreign currencies or 
currency units, we will use the U.S. dollar 
equivalent determined on the date of original issuance of these securities. 

Securities will not be considered outstanding, and therefore 
not eligible to vote, if we have deposited or set aside in 
trust for the applicable holders money for their payment 
or redemption. A security does not cease to be outstanding because 
we or an affiliate of us is holding the security. 

We will generally 
be entitled to set any day as a record date for the purpose 
of determining the holders of 
outstanding securities that are entitled to vote or take 
other action under the Indenture. However, 
the Indenture does not 
oblige us to fix any record date at all. If we set a record 
date for a vote or other action to be taken by holders of a 
particular 
series, that vote or action may be taken 
only by persons who are holders of outstanding securities of 
that series on the record 
date and must be taken within 90 days following the record 
date. 

Holders who hold in “street name” and other indirect holders, 
including holders of any securities issued as 
global securities, should consult their banks or brokers for information 
on how approval may be granted or 
denied if we seek to change the Indenture or the securities or 
request a waiver. 
Discharge of Our Obligations 
We can fully 
discharge ourselves from any payment or other obligations 
on the securities of any series if we make a 
deposit for the applicable holders with the trustee and 
certain other conditions are met. The deposit must be held 
in trust for 
the benefit of all direct holders of the securities and 
must be a combination of money and U.S. government or U.S. 
government agency notes or bonds that will generate 
enough cash to make interest, principal and any other payments on 
the 
securities on their various due dates. 
However, we cannot discharge 
ourselves from the obligations under any convertible or 
exchangeable securities, 
unless we provide for it in the terms of these securities. 
If we accomplish full discharge, as described 
above, holders will have to rely solely on the trust deposit for 
repayment of the securities. Holders could not look 
to us for repayment in the unlikely event of any shortfall. Conversely, 
the 
trust deposit would most likely be protected from 
claims of our lenders and other creditors if we ever become bankrupt 
or 
insolvent. 
We will indemnify 
the trustee and holders against any tax, fee or other charge 
imposed on the U.S. government 
obligations we deposited with the trustee or against the principal 
and interest received on these obligations. 
Liens on Assets 
The Indenture does not restrict us from pledging or otherwise 
encumbering any of our assets and those of our 
subsidiaries. 
Default and Related Matters 
Ranking Compared to Other Creditors 
The securities are not secured by any of our property 
or assets. Accordingly, 
ownership of securities means each 
holder is one of our unsecured creditors. The securities are not 
subordinated to any of our other debt obligations and 
therefore 
they rank equally with all our other unsecured and unsubordinated 
indebtedness. However, the trustee has 
a right to receive 
payment for its administrative services prior to any payment 
to security 
holders after a default. 
Events of Default 
Holders will have special rights if an event of default occurs 
and is not cured, as described later in this subsection. 
What Is an Event of Default? 
The term “event of default” with respect to any series of 
securities means any of the 
following: 






 
 
29 
●
 
We fail to make 
any interest payment on the securities of such series when it is due, 
and we do not cure this 
default within 90 days. 

●
 
We fail to make 
any payment of principal when it is due at the maturity 
of such series of securities or upon 
redemption. 

●
 
We fail to comply 
with any of our other agreements regarding a particular series of securities 
or with a 
supplemental indenture, and after we have been notified 
of the default by the trustee or holders of 25% in 
principal amount of the series, we do not cure the default within 
90 days. 

●
 
We file for 
bankruptcy, or other 
events in bankruptcy, 
insolvency or reorganization occur. 

Remedies if an Event of Default Occurs 
Holders and the trustee will have the following remedies 
if an event of default occurs: 
Acceleration.
 
If an event of default has occurred and has not been cured or waived, 
then the trustee or the holders of 
25% in principal amount of the securities of the affected 
series may declare the entire principal amount of and any accrued 
interest on all the securities of that series to be due 
and immediately payable. An acceleration of maturity may be cancelled 
by the holders of at least a majority in principal amount 
of the securities of the affected series, if all event 
s 
of default have 
been cured or waived. 
Special Duties of Trustee.
 
If an event of default occurs, the trustee will have some special 
duties. In that situation, 
the trustee will be obligated to use those of its rights and 
powers under the Indenture, and to use the same degree 
of care and 
skill in doing so, that a prudent person would use in 
that situation in conducting his or her own affairs. 
Other Remedies of Trustee.
 
If an event of default occurs, the trustee is authorized 
to pursue any available remedy to 
collect defaulted principal and interest and to enforce other 
provisions of the securities and the Indenture, including bringing 
a lawsuit. 
Majority Holders May Direct the 
Trustee to Take 
Actions to Protect Their Interests
. 
The trustee is not required to 
take any action under the Indenture at the request of any 
holders unless the holders offer the trustee reasonable 
protection 
from expenses and liability. 
This is called an “indemnity”. If the trustee is provided with 
an indemnity reasonably satisfactory 
to it, the holders of a majority in principal amount 
of the relevant series of debt securities may direct the time, method 
and 
place of conducting any lawsuit or other formal legal 
action seeking any remedy available to the trustee. These 
majority 
holders may also direct the trustee in performing any other 
action under the Indenture. 
Individual Actions Holders May Take 
if the Trustee Fails to Act.
 
Before a holder bypasses the trustee and brings 
such holder’s own lawsuit or other formal 
legal action or take other steps to enforce such holder’s 
rights or protect such 
holder’s interests relating to the securities, the following 
must occur: 
●
 
Such holder must give the trustee written notice that an 
event of default has occurred and remains uncured. 

●
 
The holders of 25% in principal amount of all outstanding 
securities of the relevant series must make a 
written request that the trustee take action because of 
the default, and must offer indemnity reasonably 
satisfactory to the trustee against the cost and other liabilities 
of taking that action. 

●
 
The trustee must not have taken action for 60 days after 
receipt of the above notice and offer of indemnity. 

●
 
During the 60-day period, the holders of a majority in 
principal amount of the securities of that series do 
not give the trustee a direction inconsistent with the request. 
However, a holder is entitled 
at any time to bring an individual lawsuit for the payment of the money 
due on such 
holder’s security on or after its due date. 






 
 
30 
Waiver of Default 
The holders of a majority in principal amount of the relevant 
series of debt securities may waive a default for all the 
relevant series of debt securities. If this happens, the 
default will be treated as if it had not occurred. No one can waive 
a 
payment default on a holder’s debt security, 
however, without such holder’s 
individual approval. 
We Will 
Give the Trustee Information About Defaults 
Annually 
Every year we will give to the trustee a written statement of 
one of our officers certifying that to the 
best of his or 
her knowledge we are in compliance with the Indenture and 
all the securities under it, or else specifying any default. 
The trustee may withhold from holders notice of any 
uncured default, except for payment defaults, if it determines 
that withholding notice is in holders’ interest. 
Holders who hold in “street name” and other 
indirect holders should consult their banks or broker 
s 
for 
information on how to give notice or direction 
to or make a request of the trustee and how to 
make or cancel 
a declaration of acceleration. 
Regarding the Trustee 
The Bank of New York 
Mellon is the trustee under the Indenture. In addition, affiliates 
of The Bank of New York 
Mellon may perform various commercial banking and 
investment banking services for us and our subsidiaries from time 
to 
time in the ordinary course of business. 
 







 
 
31 
DESCRIPTION OF THE 2.650% GLOBAL NOTES DUE 
2021, THE 2.400% GLOBAL NOTES DUE 2024, 
THE 
3.500% GLOBAL NOTES DUE 2025 AND THE 3.375% GLOBAL 
NOTES DUE 2034 
The following summary of AT&T’s 
above referenced 
debt securities is based on and qualified by the indenture, 
dated as of May 15, 2013, with The Bank of New York 
Mellon Trust Company, 
N.A., acting as trustee (the “Indenture”) 
and 
the 2.650% Global Notes due 2021 (the “2021 Notes”), 
the 2.400% Global Notes due 2024 (the “2024 Notes”), the 
3.500% 
Global Notes due 2025 (the “2025 Notes”) and the 3.375% 
Global Notes due 2034 (the “2034 Notes” and, together 
with the 
2021 Notes, the 2024 Notes and the 2025 Notes, the “Notes”). 
For a complete description of the terms and provisions 
of the 
Notes, please refer to the Indenture, 
which is filed as an exhibit to AT&T’s 
Annual Report on Form 10-K for the year ended 
December 31, 2019 and to the forms of Notes, which are 
filed as exhibits to the Form 8-As filed with the Securities 
and 
Exchange Commission on November 13, 2013 and June 
11, 2014. 

General 

The 2021 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €1,000,000,000, which remains the amount 
outstanding, subject to our ability to issue additional 2021 
Notes which may be of the same series as the 
2021 Notes as described under “— Further Issues”; 
●
 
mature on December 17, 2021; 
●
 
bear interest at the rate of 2.650% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The 2024 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €1,600,000,000, which remains the amount 
outstanding, subject to our ability to issue additional 2024 
Notes which may be of the same series as the 
2024 Notes as described 
under “— Further Issues”; 
●
 
mature on March 15, 2024; 
●
 
bear interest at the rate of 2.400% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The 2025 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €1,000,000,000, which remains the amount 
outstanding, subject to our ability to issue additional 2025 
Notes which may be of the same series as the 
2025 Notes as described under “— Further Issues”; 
●
 
mature on December 17, 2025; 






 
 
32 
●
 
bear interest at the rate of 3.500% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The 2034 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €500,000,000, which remains the amount 
outstanding, subject to our ability to issue additional 2034 
Notes which may be of the same series as the 
2034 Notes as described under “— Further Issues”; 
●
 
mature on March 15, 2034; 
●
 
bear interest at the rate of 3.375% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The Notes are unsecured and unsubordinated obligations 
and rank 
pari passu 
with all other indebtedness issued 
under our Indenture. Each series of Notes constitutes a separate 
series under the Indenture. The Notes are issued in fully 
registered form only and in minimum denominations of 
€100,000 and integral multiples of €1,000 in excess thereof. 
Principal 
and interest payments on the Notes are payable by us in 
euro. Payments of principal, interest and additional amounts, if 
any, 
in respect of the Notes will be made to Euroclear 
System, Clearstream Banking S.A. or such nominee or common 
depositary, 
as the case may be, as registered holder thereof. Under 
the terms of the Indenture, if the euro ceases to exist when 
payments 
on the Notes are due under any circumstances, AT&T 
may supplement the Indenture to allow for payment in U.S. dollars. 
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. 
For purposes of the Notes, a business day means a business day 
in the City of New York 
and London. 
Interest 
The 2021 Notes bear interest at the rate of 2.650% per 
annum, the 2024 Notes bear interest at the rate of 2.400% per 
annum, the 2025 Notes bear interest at the rate of 3.500% 
per annum and the 2034 Notes bear interest at the rate 
of 3.375% 
per annum. 

We pay interest 
on the 2021 Notes and 2025 Notes annually in arrears on December 
17, commencing on December 
17, 2014, to the persons in whose names the 2021 
Notes and 2025 Notes are registered at the close of business on the 
December 1 preceding the interest payment date. The 
2021 Notes will mature on December 17, 2021 and the 2025 Notes will 
mature on December 17, 2025. 
We pay interest 
on the 2024 Notes and 2034 Notes annually in arrears on March 
15, commencing on March 15, 
2015, to the persons in whose names the 2024 Notes 
and 2034 Notes are registered at the close of business on 
the business 
day preceding the interest payment date. The 2024 
Notes will mature on March 15, 2024 and the 2034 Notes will mature on 
March 15, 2034. 

Interest on the Notes is computed on the basis of the actual 
number of days in the period for which interest is being 
calculated and the actual number of days from and including 
the last date on which interest was paid on the Notes, to 
but 






 

 

 

 

 

 

 

 

 

 

 
 
33 
excluding the next scheduled interest payment date. 
This payment convention is referred to as ACTUAL/ACTUAL (ICMA) 
as defined in the rulebook of the International Capital Market 
Association. 
 
Optional Redemption 
At any time prior to the applicable Par Call Date (as set forth 
in the table below), the Notes will be redeemable, as a 
whole or in part, at our option, at any time and from time 
to time on at least 30 days’, but not more than 60 days’, prior 
notice 
mailed to the registered address of each holder of the 
Notes of such series to be redeemed. The redemption price will be 
equal 
to the greater of (1) 100% of the principal amount of 
the Notes of such series to be redeemed or (2) the sum of the present 
values of the Remaining Scheduled Payments (as defined 
below) discounted to the redemption date, on an annual 
basis 
(ACTUAL/ACTUAL (ICMA)), at a rate equal to the 
Treasury Rate (as defined below) plus a number 
of basis points equal to 
the applicable Make-Whole Spread (as set forth in 
the table below). In either case, accrued interest will be payable 
to the 
redemption date. At any time on or after the applicable 
Par Call Date (as set forth in the table below), we have the 
option to 
redeem the Notes, as a whole or in part, at our option, 
at any time and from time to time, on at least 30 days’, but not 
more 
than 60 days’, prior notice mailed to the registered address of 
each holder of the Notes of such series to be redeemed, 
at a 
redemption price equal to 100% of the principal amount 
of such series of Notes to be redeemed. Accrued interest will be 
payable to the redemption date. 
 
Series 
Par Call Date 
Make-Whole Spread 
2021 Notes 
September 17, 2021 
25 bps 
2024 Notes 
December 15, 2023 
15 bps 
2025 Notes 
September 17, 2025 
30 bps 
2034 Notes 

December 15, 2033 
20 bps 
 
“
Treasury Rate
” means the price, expressed as a percentage (rounded 
to three decimal places, 0.0005 being rounded 
upwards), at which the gross redemption yield on the Notes 
of the applicable series, if they were to be purchased at 
such price 
on the third dealing day prior to the date fixed for redemption, 
would be equal to the gross redemption yield on such dealing 
day of the Reference Bond (as defined below) on the 
basis of the middle market price of the Reference Bond 
prevailing at 
11:00 a.m. (London time) on such 
dealing day as determined by the Company or an investment bank 
appointed by the 
Company. 

“
Reference Bond
” means, in relation to any Treasury Rate calculation, 
a German government bond whose maturity 
is closest to the maturity of the Notes of the applicable 
series, or if the Company or an investment bank appointed 
by the 
Company considers that such similar bond is not 
in issue, such other German government bond as the Company 
or an 
investment bank appointed by the Company, 
with the advice of three brokers of, and/or market makers in, 
German 
government bonds selected by the Company or an investment 
bank appointed by the Company, 
determine to be appropriate 
for determining such Treasury Rate. 

“
Remaining Scheduled Payments
” means, with respect to each Note of a series to be redeemed, 
the remaining 
scheduled payments of principal of and interest on 
such Note that would be due after the related redemption date 
but for the 
redemption. If that redemption date is not an interest payment 
date with respect to the applicable series of Notes, the amount 
of the next succeeding scheduled interest payment on 
the Notes will be reduced by the amount of interest accrued on the 
Notes to the redemption date. 
 
On and after the redemption date, interest will cease to accrue 
on the Notes or any portion of the Notes called for 
redemption unless we default in the payment of the 
redemption price and accrued interest. On or before the redemption 
date, 
we will deposit with a paying agent or the trustee money 
sufficient to pay the redemption price of and accrued 
interest on the 
Notes to be redeemed on that date. 
 
In the case of any partial redemption, selection of the 
Notes of a series to be redeemed will be made by the trustee 
by lot or by such other method as the trustee in its sole discretion 
deems to be fair and appropriate. 
 
 






 
 
34 
Redemption for Taxation 
Reasons 
If (a) as a result of any change in, or amendment to, the laws 
or regulations of a Relevant Jurisdiction (as defined 
below under “Interpretation”), or any change in the official 
interpretation of the laws or regulations of a Relevant 
Jurisdiction, which change or amendment becomes effective 
after November 5, 2013 with respect to the 2021 Notes and 
2025 
Notes and after June 4, 2014 with respect to the 2024 
Notes and 2034 Notes, on the next Interest Payment Date we would 
be 
required to pay additional amounts as provided or referred 
to below under “— Payment Without Withholding” 
and (b) the 
requirement cannot be avoided by our taking reasonable 
measures available to us, we may at our option, having given 
not 
less than 30 nor more than 60 days’ notice to the holders 
of the Notes (which notice shall be irrevocable), redeem all, 
but not 
a portion of, the Notes at any time at their principal amount 
together with interest accrued to, but excluding, the date of 
redemption provided that no such notice of redemption 
shall be given earlier than 90 days prior to the earliest date 
on which 
we would be obliged to pay such additional amounts were a 
payment in respect of the Notes then due. Prior to the publication 
of any notice of redemption pursuant to this paragraph, 
we shall deliver to the trustee a certificate signed by two of our 
executive officers stating that the requirement 
referred to in (a) above will apply on the next Interest Payment 
Date and 
setting forth a statement of facts showing that the conditions 
precedent to the right of AT&T 
so to redeem have occurred, 
cannot be avoided by us taking reasonable measures available 
to us and an opinion of independent legal advisers of 
recognized international standing to the effect 
that AT&T 
has or will become obliged to pay such additional amounts as a 
result of the change or amendment, in each case to be 
held by the trustee and made available for viewing at the offices 
of the 
trustee on request by any holder of the Notes. 
 
Payment Without Withholding 

All payments in respect of the Notes by or on behalf of 
AT&T 
shall be made without withholding or deduction for, 
or on account of, any present or future taxes, duties, assessments 
or governmental charges of whatever nature 
(“Taxes”) 
imposed, collected, withheld, assessed or levied by or 
on behalf of the Relevant Jurisdiction, unless the withholding 
or 
deduction of the Taxes 
is required by law. 
In that event, we will pay such additional amounts to a holder 
who is a United 
States Alien (as defined below) as may be necessary in 
order that the net amounts received by the holder after the 
withholding or deduction shall equal the respective amounts 
which would have been receivable in respect of the 
Notes in the 
absence of the withholding or deduction; except that no 
such additional amounts shall be payable in relation to any 
payment 
in respect of any Note: 
 
(a) where such withholding or deduction would not have 
been so imposed but for: 
 
(i) in the case of payment by AT&T, 
the existence of any present or former connection between 
the holder of the Note (or between a fiduciary, 
settlor, shareholder, 
beneficiary or member of the holder of 
the Note, if such holder is an estate, a trust, a corporation 
or a partnership) and the United States, including, 
without limitation, such holder (or such fiduciary, 
settlor, shareholder, 
beneficiary or member) being or 
having been a citizen or resident or treated as a resident 
thereof, or being or having been engaged in trade 
or business or presence therein, or having or having had 
a permanent establishment therein; 
 
(ii) in the case of payment by AT&T, 
the present or former status of the holder of the Note 
as a 
personal holding company, 
a foreign personal holding company, 
a passive foreign investment company, 
or 
a controlled foreign corporation for United States federal 
income tax purposes or a corporation which 
accumulates earnings to avoid United States federal income 
tax; 
 
(iii) in the case of payment by AT&T, 
the past or present or future status of the holder of the Note 
as the actual or constructive owner of 10% or more 
of either the total combined voting power of all classes 
of stock of AT&T 
entitled to vote if AT&T 
was treated as a corporation, or the capital or profits interest in 
AT&T, 
if AT& 
T 
is treated as a partnership for United States federal income tax 
purposes or as a bank 
receiving interest described in Section 881(c) (3) (A) 
of the Internal Revenue Code of 1986, as amended; or 
 
(iv) the failure by the holder of the Note to comply with 
any certification, identification or other 
reporting requirements concerning the nationality, 
residence, identity or connection with the United States 
(in the case of payment by AT&T 
) 
of such holder, if compliance is required 
by statute or by regulation as a 
precondition to exemption from such withholding 
or deduction; 
 
(b) in the case of payment by AT&T 
to any United States Alien, if such person is a fiduciary or 
partnership 
or other than the sole beneficial owner of any such payment, 
to the extent that a beneficiary or settlor with respect to 






 
 
35 
such fiduciary, a 
member of such partnership or the beneficial owner would not 
have been entitled to the additional 
amounts had such beneficiary, 
settlor, member or beneficial owner 
been the bearer of such Note. 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; 
 
(c) to the extent that the withholding or deduction is as a 
result of the imposition of any gift, inheritance, 
estate, sales, transfer, personal property 
or any similar tax, assessment or other governmental charge; 
 
(d) to, or to a third party on behalf of, a holder who is liable for 
the Taxes in respect 
of the Notes by reason 
of his having any or some present or former connection, 
including but not limited to fiscal residency, 
fiscal deemed 
residency and substantial interest shareholdings, with the 
Relevant Jurisdiction, other than the mere holding of the 
Notes; 
 
(e) presented for payment more than 30 days after the 
Relevant Date except to the extent that a holder 
would have been entitled to additional amounts on 
presenting the relevant Notes for payment on the last day of the 
period of 30 days assuming that day to have been an Interest 
Payment Date; 
 
(f) any tax, assessment or other governmental charge 
required to be withheld by any paying agent from 
any 
payment of principal or of interest on any Notes, if such 
payment can be made without withholding by any other 
paying agent; 
 
(g) 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 our 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; 
 
(h) 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 becomes effective 
after the day on which the 
payment becomes due or is duly provided for, 
whichever occurs later; or 
 
(i) any combination of (a), (b), (c), (d), (e), (f), (g) 
or (h). 

Interpretation 

As used in this description: 
(a) “Relevant Date” means the date on which the payment 
first becomes due but, if the full amount of the 
money payable has not been received by the trustee on 
or before the due date, it means the date which is seven days 
after the date on which, the full amount of the money 
having been so received, notice to that effect shall have 
been 
duly given to the holders of Notes by us; and 
 
(b) “Relevant Jurisdiction” means the State of Delaware 
and the United States or any political subdivision 
or any authority thereof or therein having power to tax or 
any other jurisdiction or any political subdivision or any 
authority thereof or therein having power to tax to which 
we become subject in respect of payments made by it of 
principal and interest on the Notes. 
 
Additional Amounts 

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. 
 






 
 
36 
Further Issues 

We may from 
time to time, without notice to or the consent of the holders of the 
Notes, create and issue further 
notes ranking equally and ratably with such series of Notes 
in all respects, or in all respects except for the payment of interest 
accruing prior to the issue date or except for the first payment 
of interest following the issue date of those further 
notes. Any 
further notes will have the same terms as to status, redemption 
or otherwise as the Notes. Any further notes shall be issued 
pursuant to a resolution of our board of directors, a 
supplement to the Indenture, or under an officers’ 
certificate pursuant to 
the Indenture. 
 
Governing Law 
The Notes will be governed by and interpreted in accordance 
with the laws of the State of New York. 
Special Situations Covered by Our Indenture 
Mergers and Similar Transactions 
We are generally 
permitted to consolidate or merge with another company. 
We are also permitted 
to sell 
substantially all of our assets to another company. 
However, we may not take any of 
these actions unless all the following 
conditions are met: 
●
 
Where we merge out of existence or sell our 
assets, the company we merge into or sell to may not 
be 
organized under the laws of a foreign country. 
It must be a corporation organized under 
the laws of the 
United States, any State thereof, or the District of Columbia. 

●
 
The company we merge into or sell to must agree 
to be legally responsible for our debt securities. 

●
 
The merger, sale of 
assets or other transaction must not cause a default on the securities, 
and we must not 
already be in default, unless the merger or other 
transaction would cure the default. For purposes of this no-
default test, a default would include an event of default 
that has occurred and not been cured, as described 
below under “— Default and Related Matters — Events 
of Default — What Is an Event of Default?” A 
default for this purpose would also include any event 
that would be an event of default if the requirements 
for giving us default notice or our default having to exist 
for a specific period of time were disregarded. 
Further, we may buy substantially 
all of the assets of another company without complying with any 
of the foregoing 
conditions. 
Modification and Waiver 
of Holders’ Contractual Rights 
Under certain circumstances, we can make changes to the Indenture 
and the securities (including the Notes). Some 
types of changes require the approval of each security 
holder affected, some require approval by 
a majority vote, and some 
changes do not require any approval at all. 

Changes Requiring Approval 
of Holders.
 
First, there are changes that cannot be made to the securities without 
specific approval of holders. The following is a list of 
those types of changes: 
●
 
to reduce the percentage of holders of securities who 
must consent to a waiver or amendment of the 
Indenture; 

●
 
to reduce the rate of interest on any security or change the 
time for payment of interest; 

●
 
to reduce the principal due on any security or change 
the fixed maturity of any security; 

●
 
to waive a default in the payment of principal or interest 
on any security; 

●
 
to change the currency of payment on a security, 
unless the security provides for payment in a currency that 
ceases to exist; 






 
 
37 
●
 
in the case of convertible or exchangeable securities, to 
make changes to conversion or exchange rights that 
would be adverse to the interests of holders; 

●
 
to change the right of holders to waive an existing default 
by majority vote; 

●
 
to reduce the amount of principal or interest payable 
to holders following a default or change any 
conversion or exchange rights, or impair the right of 
holders to sue for payment; and 

●
 
to make any change to this list of changes that requires 
specific approval of holders. 
Changes Requiring a Majority Vote.
 
The second type of change to the Indenture and the securities is the 
kind that 
requires a vote in favor by security holders owning a majority 
of the principal amount of the particular series affected. 
Most 
changes fall into this category, 
except as set forth in the following paragraph. The same 
vote would be required for us to 
obtain a waiver of an existing default. However, 
we cannot obtain a waiver of a payment default unless we obtain 
each 
holder’s individual consent to the waiver. 

Changes Not Requiring Approval of 
Holders.
 
The third type of change does not require any vote by holders of 
securities. This type includes, among others, clarifications 
of ambiguous contract terms, changes to make securities payable 
in U.S. dollars (if the stated denomination ceases to exist) and 
other changes that would not materially adversely affect 
holders of the securities. 

Further Details Concerning Voting.
 
When taking a vote, we will use the following rules to decide how much 
principal amount to attribute to a security: 
●
 
For securities denominated in one or more foreign currencies or 
currency units, we will use the U.S. dollar 
equivalent determined on the date of original issuance of these securities. 

Securities will not be considered outstanding, and therefore 
not eligible to vote, if we have deposited or set aside in 
trust for the applicable holders money for their payment 
or redemption. A security does not cease to be outstanding because 
we or an affiliate of us is holding the security. 

We will generally 
be entitled to set any day as a record date for the purpose 
of determining the holders of 
outstanding securities 
that are entitled to vote or take other action under the 
Indenture. However, the Indenture 
does not 
oblige us to fix any record date at all. If we set a record 
date for a vote or other action to be taken by holders of a 
particular 
series, that vote or action may be taken only by persons 
who are holders of outstanding securities of that series on 
the record 
date and must be taken within 90 days following the record 
date. 

Holders who hold in “street name” and other indirect holders, 
including holders of any securities issued as 
global securities, should consult their banks or brokers for information 
on how approval may be granted or 
denied if we seek to change the Indenture or the securities or 
request a waiver. 
Discharge of Our Obligations 
We can fully 
discharge ourselves from any payment or other obligations 
on the securities of any series if we make a 
deposit for the applicable holders with the trustee and 
certain other conditions are met. The deposit must be held 
in trust for 
the benefit of all direct holders of the securities and 
must be a combination of money and U.S. government or U.S. 
government agency notes or bonds that will generate 
enough cash to make interest, principal and any other payments on 
the 
securities on their various due dates. 
However, we cannot discharge 
ourselves from the obligations under any convertible or 
exchangeable securities, 
unless we provide for it in the terms of these securities. 
If we accomplish full discharge, as described 
above, holders will have to rely solely on the trust deposit for 
repayment of the securities. Holders could not look 
to us for repayment in the unlikely event of any shortfall. Conversely, 
the 
trust deposit would most likely be protected from 
claims of our lenders and other creditors if we ever become bankrupt 
or 
insolvent. 






 
 
38 
We will indemnify 
the trustee and holders against any tax, fee or other charge 
imposed on the U.S. government 
obligations we deposited with the trustee or against the principal 
and interest received on these obligations. 
Liens on Assets 
The Indenture does not restrict us from pledging or otherwise 
encumbering any of our assets and those of our 
subsidiaries. 
Default and Related Matters 
Ranking Compared to Other Creditors 
The securities are not secured by any of our property 
or assets. Accordingly, 
ownership of securities means each 
holder is one of our unsecured creditors. The securities are not 
subordinated to any of our other debt obligations and 
therefore 
they rank equally with all our other unsecured and unsubordinated 
indebtedness. However, the trustee has 
a right to receive 
payment for its administrative services prior to any payment 
to security 
holders after a default. 
Events of Default 
Holders will have special rights if an event of default occurs 
and is not cured, as described later in this subsection. 
What Is an Event of Default? 
The term “event of default” with respect to any series of 
securities means any of the 
following: 
●
 
We fail to make 
any interest payment on the securities of such series when it is due, 
and we do not cure this 
default within 90 days. 

●
 
We fail to make 
any payment of principal when it is due at the maturity 
of such series of securities or upon 
redemption. 

●
 
We fail to comply 
with any of our other agreements regarding a particular series of securities 
or with a 
supplemental indenture, and after we have been notified 
of the default by the trustee or holders of 25% in 
principal amount of the series, we do not cure the default within 
90 days. 

●
 
We file for 
bankruptcy, or other 
events in bankruptcy, 
insolvency or reorganization occur. 

Remedies if an Event of Default Occurs 
Holders and the trustee will have the following remedies 
if an event of default occurs: 
Acceleration.
 
If an event of default has occurred and has not been cured or waived, 
then the trustee or the holders of 
25% in principal amount of the securities of the affected 
series may declare the entire principal amount of and any accrued 
interest on all the securities of that series to be due 
and immediately payable. An acceleration of maturity may be cancelled 
by the holders of at least a majority in principal amount 
of the securities of the affected series, if all events 
of default have 
been cured or waived. 
Special Duties of Trustee.
 
If an event 
of default occurs, the trustee will have some special duties. In 
that situation, 
the trustee will be obligated to use those of its rights and 
powers under the Indenture, and to use the same degree 
of care and 
skill in doing so, that a prudent person would use in 
that situation in conducting his or her own affairs. 
Other Remedies of Trustee.
 
If an event of default occurs, the trustee is authorized 
to pursue any available remedy to 
collect defaulted principal and interest and to enforce other 
provisions of the securities and the Indenture, including bringing 
a lawsuit. 
Majority Holders May Direct the 
Trustee to Take 
Actions to Protect Their Interests
. 
The trustee is not required to 
take any action under the Indenture at the request of any 
holders unless the holders offer the trustee reasonable 
protection 
from expenses and liability. 
This is called an “indemnity”. If the trustee is provided with 
an indemnity reasonably satisfactory 






 
 
39 
to it, the holders 
of a majority in principal amount of the relevant series of debt 
securities may direct the time, method and 
place of conducting any lawsuit or other formal legal 
action seeking any remedy available to the trustee. These 
majority 
holders may also direct the trustee in performing any other 
action under the Indenture. 
Individual Actions Holders May Take 
if the Trustee Fails to Act.
 
Before a holder bypasses the trustee and bring such 
holder’s own lawsuit or other formal legal 
action or take other steps to enforce such holder’s rights 
or protect such holder’s 
interests relating to the securities, the following must occur: 
●
 
Such holder must give the trustee written notice that an 
event of default has occurred and remains uncured. 

●
 
The holders of 25% in principal amount of all outstanding 
securities of the relevant series must make a 
written request that the trustee take action because of 
the default, and must offer indemnity reasonably 
satisfactory to the trustee against the cost and other liabilities 
of taking that action. 

●
 
The trustee must not have taken action for 60 days after 
receipt of the above notice and offer of indemnity. 

●
 
During the 60-day period, the holders of a majority in 
principal amount of the securities of that series do 
not give the trustee a direction inconsistent with the request. 
However, a holder is entitled 
at any time to bring an individual lawsuit for the payment of the money 
due on such 
holder’s security on or after its due date. 
Waiver of Default 
The holders of a majority in principal amount of the relevant 
series of debt securities may waive a default for all the 
relevant series of debt securities. If this happens, the 
default will be treated as if it had not occurred. No one can waive 
a 
payment default on a holder’s debt security, 
however, without such holder’s 
individual approval. 
We Will 
Give the Trustee Information About Defaults 
Annually 
Every year we will give to the trustee a written statement of 
one of our officers certifying that to the 
best of his or 
her knowledge we are in compliance with the Indenture and 
all the securities under it, or else specifying any default. 
The trustee may withhold from holders notice of any 
uncured default, except for payment defaults, if it determines 
that withholding notice is in holders’ interest. 
Holders who hold in “street name” and other 
indirect holders should consult their banks or brokers 
for 
information on how to give notice or direction 
to or make a request of the trustee and how to 
make or cancel 
a declaration of acceleration. 
Regarding the Trustee 
The Bank of New York 
Mellon Trust Company, 
N.A. is the trustee under the Indenture. In addition, affiliates 
of The 
Bank of New York 
Mellon Trust Company, 
N.A. may perform various commercial banking and investment 
banking services 
for us and our subsidiaries from time to time in the 
ordinary course of business.
 
 







 
 
40 
DESCRIPTION OF THE 1.450% GLOBAL NOTES DUE 
2022, THE 2.750% GLOBAL NOTES DUE 2023, 
THE 
1.050% GLOBAL NOTES DUE 2023, THE 1.300% GLOBAL NOTES 
DUE 2023, THE 1.950% GLOBAL NOTES 
DUE 2023, THE 1.800% GLOBAL NOTES DUE 2026, 
THE 2.350% GLOBAL NOTES DUE 2029, THE 2.600% 
GLOBAL NOTES DUE 2029, THE 2.450% GLOBAL NOTES DUE 
2035 AND THE 3.150% GLOBAL NOTES DUE 
2036 
The following summary of AT&T’s 
above referenced 
debt securities is based on and qualified by the indenture, 
dated as of May 15, 2013, with The Bank of New York 
Mellon Trust Company, 
N.A., acting as trustee (the “Indenture”) 
and 
the 1.450% Global Notes due 2022 
(the “2022 Notes”), the 2.750% Global Notes due 2023 (the 
“2.750% 2023 Notes”), the 
1.050% Global Notes due 2023 (the “1.050% 2023 
Notes”), the 1.300% Global Notes due 2023 (the “1.300% 2023 Notes”), 
the 1.950% Global Notes due 2023 (the “1.950% 2023 
Notes”), the 1.800% Global Notes due 2026 (the “1.800% 2026 
Notes”), the 2.350% Global Notes due 2029 (the “2.350% 
2029 Notes”), the 2.600% Global Notes due 2029 (the “2.600% 
2029 Notes”), the 2.450% Global Notes due 2035 
(the 2035 Notes”) and the 3.150% Global Notes due 2036 
(the “2036 
Notes” and, together with the 2022 Notes, 2.750% 2023 Notes, 
1.050% 2023 Notes, 1.300% 2023 Notes, 1.950% 2023 
Notes, 
the 1.800% 2026 Notes, the 2.350% 2029 Notes, the 
2.600% 2029 Notes and the 2035 Notes, the “Notes”). For a complete 
description of the terms and provisions 
of the Notes, please refer to the Indenture, 
which is filed as an exhibit to AT&T’s 
Annual Report on Form 10-K for the year ended December 
31, 2019 and to the forms of Notes, which are 
filed as exhibits to 
the Form 8-As filed with the Securities and Exchange 
Commission on December 2, 2014, March 9, 
2015, March 24, 2016, 
June 21, 2017, December 19, 2018 and June 5, 2019. 
General 
The 2022 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €1,500,000,000, which remains the amount 
outstanding, subject to our ability to issue additional 2022 
Notes which may be of the same series as the 
2022 Notes as described under “— Further Issues”; 
●
 
mature on June 1, 2022; 
●
 
bear interest at the rate of 1.450% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The 2.750% 2023 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €426,473,000, which remains the amount 
outstanding, subject to our ability to issue additional 2.750% 
2023 Notes which may be of the same series 
as the 2.750% 2023 Notes as described under “— Further 
Issues”; 
●
 
mature on May 19, 2023; 
●
 
bear interest at the rate of 2.750% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 







 
 
41 
The 1.050% 2023 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €450,273,000, which remains the amount 
outstanding, subject to our ability to issue additional 1.050% 
2023 Notes which may be of the same series 
as the 1.050% 2023 Notes as described under “— Further 
Issues”; 
●
 
mature on September 5, 2023; 
●
 
bear interest at the rate of 1.050% per annum, payab 
le annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The 1.300% 2023 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €1,250,000,000, which remains the amount 
outstanding, subject to our ability to issue additional 1.300% 
2023 Notes which may be of the same series 
as the 1.300% 2023 Notes as described under “— Further 
Issues”; 
●
 
mature on September 5, 2023; 
●
 
bear interest at the rate of 1.300% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The 1.950% 2023 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €535,591,000, which remains the amount 
outstanding, subject to our ability to issue additional 1.950% 
2023 Notes which may be of the same series 
as the 1.950% 2023 Notes as described under “— Further 
Issues”; 
●
 
mature on September 15, 2023; 
●
 
bear interest at the rate of 1.950% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The 1.800% 2026 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €1,489,219,000, which remains the amount 
outstanding, subject to our ability to issue additional 1.800% 
2026 Notes which may be of the same series 
as the 1.800% 2026 Notes as described under “— Further 
Issues”; 






 
 
42 
●
 
mature on September 5, 2026; 
●
 
bear interest at the rate of 1.800% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The 2.350% 2029 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €1,260,469,000, which remains the amount 
outstanding, subject to our ability to issue additional 2.350% 
2029 Notes which may be of the same series 
as the 2.350% 2029 Notes as described under “— Further 
Issues”; 
●
 
mature on September 5, 2029; 
●
 
bear interest at the rate of 2.350% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The 2.600% 2029 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €800,000,000, which remains the amount 
outstanding, subject to our ability to issue additional 2.600% 
2029 Notes which may be of the same series 
as the 2.600% 2029 Notes as described under “— Further 
Issues”; 
●
 
mature on December 17, 2029; 
●
 
bear interest at the rate of 2.600% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The 2035 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €1,250,000,000, which remains the amount 
outstanding, subject to our ability to issue additional 2035 
Notes which may be of the same series as the 
2035 Notes as described under “— Further Issues”; 
●
 
mature on March 15, 2035; 
●
 
bear interest at the rate of 2.450% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 






 
 
43 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The 2036 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €1,750,000,000, which remains the amount 
outstanding, subject to our ability to issue additional 2036 
Notes which may be of the same series as the 
2036 Notes as described under “— Further Issues”; 
●
 
mature on September 4, 2036; 
●
 
bear interest at the rate of 3.150% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described 
below under “— Optional Redemption” and in connection 
with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The Notes are unsecured and unsubordinated obligations 
and rank 
pari passu
 
with all other indebtedness issued 
under our Indenture. Each series of Notes constitutes a separate 
series under the Indenture. The Notes are issued in fully 
registered form only and in minimum denominations of 
€100,000 and integral multiples of €1,000 in excess thereof. 
Principal 
and interest payments on the Notes are payable by us in 
euro. Payments of principal, interest and additional amounts, if 
any, 
in respect of the Notes will be made to Euroclear 
System, Clearstream Banking S.A. or such nominee or common 
depositary, 
as the case may be, as registered holder thereof. Under 
the terms of the Indenture, if the euro ceases to exist when 
payments 
on the Notes are due under any circumstances, AT&T 
may supplement the Indenture to allow for payment in U.S. dollars. 
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. 
For purposes of the 2022 Notes, 1.050% 2023 Notes, 2.750% 2023 
Notes, 1.950% 2023 Notes, 1.800% 2026 Notes, 
2.350% 2029 Notes, 2.600% 2029 Notes and the 2036 
Notes, a business day means any day other than 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, and is a day on which the 
Trans-European Automated Real-time Gross 
Settlement Express 
Transfer (TARGET) 
System, or any successor thereto, operates. 

For purposes of the 1.300% 2023 Notes and the 2035 Notes, 
a business day means a business day in the City of New 
York 
and London. 

Interest 
The interest rate per annum, annual interest payment date, 
date of commencement of interest payment and the 
maturity date of each series of Notes are set forth 
in the table below. We 
pay interest on the Notes annually in arrears to the 
persons in whose names the Notes are registered at the 
close of business on the business day preceding the respective interest 
payment date. 






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 
44 
Series 
Interest 
Rate 
Interest Payment 
Date 
Commencement of Interest 
Payment 
Maturity Date 
2022 Notes 
1.450% 
June 1 
June 1, 2015 
June 1, 2022 
2.750% 2023 Notes 
2.750% 
May 19 
May 19, 2016 
May 19, 2023 
1.050% 2023 Notes 
1.050% 
September 4* 
September 4, 2019 
September 5, 2023 
1.300% 2023 Notes 
1.300% 
September 5 
September 5, 2015 
September 5, 2023 
1.950% 2023 Notes 
1.950% 
September 15 
September 15, 2019 
September 15, 2023 
1.800% 2026 Notes 
1.800% 
September 4* 
September 4, 2019 
September 5, 2026 
2.350% 2029 Notes 
2.350% 
September 4* 
September 4, 2019 
September 5, 2029 
2.600% 2029 Notes 
2.600% 
December 17 
December 17, 2015 
December 17, 2029 
2035 Notes 
2.450% 
March 15 
March 15, 2016 
March 15, 2035 
2036 Notes 
3.150% 
September 4 
September 4, 2017 
September 4, 2036 
* We will also pay 
interest on this series of Notes on its maturity date in 
an amount calculated for the one day period since 
the last annual interest payment date. 
Interest on the Notes is computed on the basis of the actual 
number of days in the period for which interest is being 
calculated and the actual number of days from and including 
the last date on which interest was paid on the Notes, to 
but 
excluding the next scheduled interest payment date. 
This payment convention is referred to as ACTUAL/ACTUAL (ICMA) 
as defined in the rulebook of the International Capital Market 
Association. 

Optional Redemption 

Each series of Notes (other than the 2.750% 2023 Notes) may 
be redeemed at any time prior to the applicable Par 
Call Date (as set forth in the table below), as a whole 
or in part, at our option, at any time and from time to time 
on at least 30 
days’, but not more than 60 days’ (or, 
with respect to the 1.950% 2023 Notes, at least 15 days’, but 
not more than 45 days’), 
prior notice sent to the registered address of each holder 
of the Notes of such series to be redeemed. The redemption 
price 
will be calculated by us and will be equal to the greater 
of (1) 100% of the principal amount of the Notes of such 
series to be 
redeemed or (2) the sum of the present values of the Remaining 
Scheduled Payments (as defined below) discounted to the 
redemption date, on an annual basis (ACTUAL/ACTUAL (ICMA)), 
at a rate equal to the Treasury Rate (as 
defined below) 
plus a number of basis points equal to the applicable Make-Whole 
Spread (as set forth in the table below). In the case of 
each 
of clauses (1) and (2), accrued interest will be payable 
to the redemption date. Each series of Notes (other than the 2.750% 
2023 Notes) may be redeemed at any time on or after 
the applicable Par Call Date, as a whole or in part, at our 
option, at any 
time and from time to time, on at least 30 days’, 
but not more than 60 days’ 
(or, with respect to the 1.950% 2023 
Notes, at 
least 15 days’, but not more than 45 days’), prior notice 
sent to the registered address of each holder of the Notes of 
such 
series, at a redemption price equal to 100% of the principal 
amount of such series of Notes to be redeemed. Accrued 
interest 
will be payable to the redemption date. We 
will calculate the redemption price in connection with any 
redemption hereunder. 
 
Series 
Par Call Date 
Make-Whole Spread 
2022 Notes 
March 1, 2022 
20 bps 
1.050% 2023 Notes 
August 4, 2023 
20 bps 
1.300% 2023 Notes 
June 5, 2023 
20 bps 
1.950% 2023 Notes 
June 15, 2023 
25 bps 
1.800% 2026 Notes 
June 4, 2026 
25 bps 
2.350% 2029 Notes 
June 4, 2029 
35 bps 
2.600% 2029 Notes 
September 17, 2029 
25 bps 
2035 Notes 
December 15, 2034 
25 bps 
2036 Notes 
June 4, 2036 
35 bps 
 






 
 
45 
The 2.750% 2023 Notes may be redeemed as a whole or 
in part, at our option, at any time and from time to time, on 
at least 30 days’, but not more than 60 days’, prior notice 
sent to the registered address of each holder of the 2.750% 2023 
Notes. The redemption price will be equal to the greater 
of (1) 100% of the principal amount of the 2.750% 2023 
Notes to be 
redeemed or (2) the sum of the present values of the Remaining 
Scheduled Payments (as defined below) discounted to the 
redemption date, on an annual basis (ACTUAL/ACTUAL (ICMA)), 
at a rate equal to the Treasury Rate (as 
defined below) 
and 25 basis points. In either case, accrued but unpaid 
interest will be payable to the redemption date. We 
will calculate the 
redemption price in connection with any redemption hereunder. 
“
Treasury Rate
” means the price, expressed as a percentage (and, 
with respect to the 2022 Notes, 2.750% 2023 
Notes, 1.950% 2023 Notes and 2.600% 2029 Notes, rounded 
to three decimal places, 0.0005 being rounded upwards), 
at 
which the gross redemption yield on the Notes of the 
applicable series, if they were to be purchased at such price on the 
third 
dealing day prior to the date fixed for redemption, would 
be equal to the gross redemption yield on such dealing day 
of the 
applicable Reference Bond (as defined below) on the 
basis of the middle market price of the Reference Bond 
prevailing at 
11:00 a.m. (London time) on such 
dealing day as determined by the Company or an investment bank 
appointed by the 
Company.
 
 
“
Reference Bond
” means, in relation to any Treasury Rate calculation, 
a German government bond whose maturity 
is closest to the maturity of the Notes of the applicable 
series, or if the Company or an investment bank appointed 
by the 
Company considers that such similar bond is no 
t 
in issue, such other German government bond as the Company 
or an 
investment bank appointed by the Company, 
with the advice of three brokers of, and/or market makers in, 
German 
government bonds selected by the Company or an investment 
bank appointed by the Company, 
determine to be appropriate 
for determining such Treasury Rate.
 
 
“
Remaining Scheduled Payments
” means, with respect to each Note of a series to be redeemed, 
the remaining 
scheduled payments of principal of and interest on 
such Note that would be due after the related redemption date 
but for the 
redemption. If that redemption date is not an interest payment 
date with respect to the applicable series of Notes, the amount 
of the next succeeding scheduled interest payment on 
the Notes will be reduced by the amount of interest accrued on the 
Notes to, but not including, the redemption date.
 
 
On and after the redemption date, interest will cease to accrue 
on the Notes or any portion of the Notes called for 
redemption unless we default in the payment of the 
redemption price and accrued interest. On or before the redemption 
date, 
we will deposit with a paying agent or the trustee money 
sufficient to pay the redemption price of and accrued 
interest on the 
Notes to be redeemed on that date. 

In the case of any partial redemption, selection of the 
Notes of a series to be redeemed will be made by the trustee 
by lot or (i) with respect to the 1.050% 2023 Notes, 1.800% 
2026 Notes, 2.350% 2029 Notes and 2036 Notes, pursuant 
to 
applicable depositary procedures and (ii) with respect 
to the 2022 Notes, 2.750% 2023 Notes, 1.300% 2023 Notes, 1.950% 
2023 Notes, 2.600% 2029 Notes and 2035 Notes, by such 
other method as the trustee in its sole discretion deems 
to be fair 
and appropriate. 

Payment of Additional Amounts 

We will, subject to 
the exceptions and limitations set forth below, 
pay as additional interest on the Notes such 
additional amounts as are necessary so that the net payment 
by us or our paying agent of the principal of and interest 
on the 
Notes to a person that is a United States Alien, after deduction 
for any present or future tax, assessment or governmental 
charge of the United States or a political subdivision 
or taxing authority thereof or therein, imposed by withholding 
with 
respect to the payment, will not be less than the amount 
that would have been payable in respect of the Notes had no 
withholding or deduction been required. As used herein, 
“United States Alien” means any person who, for United 
States 
federal income tax purposes, is a foreign corporation, a 
non-resident alien individual, a non-resident alien fiduciary 
of a 
foreign estate or trust, or a foreign partnership one or more 
of the members of which is, for United States federal 
income tax 
purposes, a foreign corporation, a non-resident alien individual 
or a non-resident alien fiduciary of a foreign estate or trust. 

Our obligation to pay additional amounts shall not apply: 

(1) to any tax, assessment or governmental charge 
that is imposed or withheld solely because the beneficial 
owner, or a fiduciary, 
settlor, beneficiary or member of the 
beneficial owner if the beneficial owner is an estate, trust 
or partnership, or a person holding a power over an estate or trust 
administered by a fiduciary holder: 






 
 
46 
(a) is or was present or engaged in a trade or business in the 
United States, has or had a permanent 
establishment in the United States, or has any other 
present or former connection with the United States or 
any political subdivision or taxing authority thereof 
or therein; 
(b) is or was a citizen or resident or is or was treated 
as a resident of the United States; 

(c) is or was a foreign or domestic personal holding company, 
a passive foreign investment 
company or a controlled foreign corporation with respect 
to the United States or is or was a corporation that 
has accumulated earnings to avoid United States federal 
income tax; 

(d) is or was a bank receiving interest described in 
Section 881(c)(3)(A) of the Internal Revenue 
Code of 1986, as amended (the “Code”); or 

(e) is or was an actual or constructive owner of 10% or 
more of the total combined voting power 
of all classes of stock of AT&T 
entitled to vote; 

(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 of each series 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. 







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 
47 
Redemption Upon a Tax 
Event 
If (a) we become or will become obligated to pay additional 
amounts with respect to any Notes as described herein 
under the heading “—Payment of Additional Amounts” 
as a result of any change in, or amendment to, the laws (or 
any 
regulations or rulings promulgated thereunder) of the United States (or 
any political subdivision or taxing authority thereof or 
therein), or any change in, or amendments to, any 
official position regarding the application or 
interpretation of such laws, 
regulations or rulings, which change or amendment 
is announced or becomes effective, on or after the date 
set forth in the 
table below with respect to the relevant series of 
Notes or (b) a taxing authority of the United States takes an action 
on or 
after the date set forth in the table below with respect to 
the relevant series of Notes, whether or not with respect to us or 
any 
of our affiliates, that results in a substantial probability 
that we will or may be required to pay such additional amounts, 
then 
we may, at our 
option, redeem, as a whole, but not in part, the Notes on any interest 
payment date on not less than 30 nor 
more than 60 calendar days’ 
prior notice, at a redemption price equal to 100% of their principal 
amount, together with 
interest accrued thereon to, but not including, the date 
fixed for redemption. No redemption pursuant to (b) above 
may be 
made unless we shall have received an opinion of 
independent counsel to the effect that an act taken by a taxing 
authority of 
the United States results in a substantial probability that 
we will or may be required to pay the additional amounts described 
herein under the heading “—Payment of Additional 
Amounts” and we shall have delivered to the trustee a certificate, 
signed 
by a duly authorized officer, 
stating that based on such opinion we are entitled to redeem 
the Notes pursuant to their terms. 

Series 
Relevant Date of Taxation 
Change 
2022 Notes 
November 20, 2014 

2.750% 2023 Notes 
March 21, 2016 
1.050% 2023 Notes 
February 15, 2018 
1.300% 2023 Notes 
February 23, 2015 

1.950% 2023 Notes 
June 5, 2019 
1.800% 2026 Notes 
February 15, 2018 
2.350% 2029 Notes 
February 15, 2018 
2.600% 2029 Notes 
November 20, 2014 

2035 Notes 
February 23, 2015 
2036 Notes 
June 7, 2017 

 
Further Issues 

We may from 
time to time, without notice to or the consent of the holders of any 
series of the Notes, create and issue 
further notes ranking equally and ratably with such series 
in all respects, or in all respects except for the payment 
of interest 
accruing 
prior to the issue date or except for the first payment of interest 
following the issue date of those further notes. Any 
further notes will have the same terms as to status, redemption 
or otherwise as, and will be fungible for United States federal 
income 
tax purposes with, the Notes of the applicable series. Any further 
notes shall be issued pursuant to a resolution of our 
board of directors, a supplement to the Indenture, or under 
an officers’ 
certificate pursuant to the Indenture. 

Governing Law 
The Notes will be governed by and interpreted in accordance 
with the laws of the State of New York. 
 
Special Situations Covered by Our Indenture 
Mergers and Similar Transactions 
We are generally 
permitted to consolidate or merge with another company. 
We are also permitted 
to sell 
substantially all of our assets to another company. 
However, we may not take any of 
these actions unless all the following 
conditions are met: 
●
 
Where we merge out of existence or sell our 
assets, the company we merge into or sell to may not 
be 
organized under the laws of a foreign country. 
It must be a corporation organized under 
the laws of the 
United States, any State thereof, or the District of Columbia. 







 
 
48 
●
 
The company we merge into or sell to must agree 
to be legally responsible for our debt securities. 

●
 
The merger, sale of 
assets or other transaction must not cause a default on the securities, 
and we must not 
already be in default, unless the merger or other 
transaction would cure the default. For purposes of this no-
default test, a default would include an event of default 
that has occurred and not been cured, as described 
below under “— Default and Related Matters — Events of Default 
— What Is an Event of Default?” A 
default for this purpose would also include any event 
that would be an event of default if the requirements 
for giving us default notice or our default having to exist 
for a specific period of time were disregarded. 
Further, we may buy substantially 
all of the assets of another company without complying with any 
of the foregoing 
conditions. 
Modification and Waiver 
of Holders’ Contractual Rights 
Under certain circumstances, we can make changes to the Indenture 
and the securities (including the Notes). Some 
types of changes require the approval of each security 
holder affected, some require approval by 
a majority vote, and some 
changes do not require any approval at all. 

Changes Requiring Approval 
of Holders.
 
First, there are changes that cannot be made to the securities without 
specific approval of holders. The following is a list of 
those types of changes: 
●
 
to reduce the percentage of holders of securities who 
must consent to a waiver or amendment of the 
Indenture; 

●
 
to reduce the rate of interest on any security or change the 
time for payment of interest; 

●
 
to reduce the principal due on any security or change 
the fixed maturity of any security; 

●
 
to waive a default in the payment of principal or interest 
on any security; 

●
 
to change the currency of payment on a security, 
unless the security provides for payment in a currency that 
ceases to exist; 
●
 
in the case of convertible or exchangeable securities, to 
make changes to conversion or exchange rights that 
would be adverse to the interests of holders; 

●
 
to change the right of holders to waive an existing default 
by majority vote; 

●
 
to reduce the amount of principal or interest payable 
to holders following a default or change any 
conversion or exchange rights, or impair the right of 
holders to sue for payment; and 

●
 
to make any change to this list of changes that requires 
specific approval of holders. 
Changes Requiring a Majority Vote.
 
The second type of change to the Indenture and the securities is the 
kind that 
requires a vote in favor by security holders owning a majority 
of the principal amount of the particular series affected. 
Most 
changes fall into this category, 
except as set forth in the following paragraph. The same 
vote would be required for us to 
obtain a waiver of an existing default. However, 
we cannot obtain a waiver of a payment default unless we obtain 
each 
holder’s individual consent to the waiver. 

Changes Not Requiring Approval of 
Holders.
 
The third type of change does not require any vote by holders of 
securities. This type includes, among others, clarifications 
of ambiguous contract terms, changes to make securities payable 
in U.S. dollars (if the stated denomination ceases to exist) and 
other changes that would not materially adversely affect 
holders of the securities. 

Further Details Concerning Voting.
 
When taking a vote, we will use the following rules to decide how much 
principal amount to attribute to a security: 






 
 
49 
●
 
For securities denominated in one or more foreign currencies or 
currency units, we will use the U.S. dollar 
equivalent determined on the date of original issuance of these securities. 

Securities will not be considered outstanding, and therefore 
not eligible to vote, if we have deposited or set aside in 
trust for the applicable holders money for their payment 
or redemption. A security does not cease to be outstanding because 
we or an affiliate of us is holding the security. 

We will generally 
be entitled to set any day as a record date for the purpose 
of determining the holders of 
outstanding securities that are entitled to vote or take 
other action under the Indenture. However, 
the Indenture does not 
oblige us to fix any record date at all. If we set a record 
date for a vote or other action to be taken by holders of a 
particular 
series, that vote or action may be taken only by persons 
who are holders of outstanding securities of that series on 
the record 
date and must be taken within 90 days following the record 
date. 

Holders who hold in “street name” and other indirect holders, 
including holders of any securities issued as 
global securities, should consult their banks or brokers for information 
on how approval may be granted or 
denied if we seek to change the Indenture or the securities or 
request a waiver. 
Discharge of Our Obligations 
We can fully 
discharge ourselves from any payment or other obligations 
on the securities of any series if we make a 
deposit for the applicable holders with the trustee and 
certain other conditions are met. The deposit must be held 
in trust for 
the benefit of all direct holders of the securities and 
must be a combination of money and U.S. government or U.S. 
government agency notes or bonds that will generate 
enough cash to make interest, principal and any other payments on 
the 
securities on their various due dates. 
However, we cannot discharge 
ourselves from the obligations under any convertible or 
exchangeable securities, 
unless we provide for it in the terms of these securities. 
If we accomplish full discharge, as described 
above, holders will have to rely solely on the trust deposit for 
repayment of the securities. Holders could not look 
to us for repayment in the unlikely event of any shortfall. Conversely, 
the 
trust deposit would most likely be protected from 
claims of our lenders and other creditors if we ever become bankrupt 
or 
insolvent. 
We will indemnify 
the trustee and holders against any tax, fee or other charge 
imposed on the U.S. government 
obligations we deposited with the trustee or against the principal 
and interest received on these obligations. 
Liens on Assets 
The Indenture does not restrict us from pledging or otherwise 
encumbering any of our assets and those of our 
subsidiaries. 
Default and Related Matters 
Ranking Compared to Other Creditors 
The securities are not secured by any of our property 
or assets. Accordingly, 
ownership of securities means each 
holder is one of our unsecured creditors. The securities are not 
subordinated to any of our other debt obligations and 
therefore 
they rank equally with all our other unsecured and unsubordinated 
indebtedness. However, the trustee has 
a right to receive 
payment for its administrative services prior to any payment 
to security holders after a default. 
Events of Default 
Holders will have special rights if an event of default occurs 
and is not cured, as described later in this subsection. 
What Is an Event of Default? 
The term “event of default” with respect to any series of 
securities means any of the 
following: 






 
 
50 
●
 
We fail to make 
any interest payment on the securities of such series when it is due, 
and we do not cure this 
default within 90 days. 

●
 
We fail to make 
any payment of principal when it is due at the maturity 
of such series of securities or upon 
redemption. 

●
 
We fail to comply 
with any of our other agreements regarding a particular series of securities 
or with a 
supplemental indenture, and after we have been notified 
of the default by the trustee or holders of 25% in 
principal amount of the series, we do not cure the default within 
90 days. 

●
 
We file for 
bankruptcy, or other 
events in bankruptcy, 
insolvency or reorganization occur. 

Remedies if an Event of Default Occurs 
Holders and the trustee will have the following remedies 
if an event of default occurs: 
Acceleration.
 
If an event of default has occurred and has not been cured or waived, 
then the trustee or the holders of 
25% in principal amount of the securities of the affected 
series may declare 
the entire principal amount of and any accrued 
interest on all the securities of that series to be due 
and immediately payable. An acceleration of maturity may be cancelled 
by the holders of at least a majority in principal amount 
of the securities of the affected series, if all events 
of default have 
been cured or waived. 
Special Duties of Trustee.
 
If an event of default occurs, the trustee will have some special 
duties. In that situation, 
the trustee will be obligated to use those of its rights and 
powers under the Indenture, and to use the same degree 
of care and 
skill in doing so, that a prudent person would use in 
that situation in conducting his or her own affairs. 
Other Remedies of Trustee.
 
If an event of default occurs, the trustee is authorized 
to pursue any available remedy to 
collect defaulted principal and interest and to enforce other 
provisions of the securities and the Indenture, 
including bringing 
a lawsuit. 
Majority Holders May Direct the 
Trustee to Take 
Actions to Protect Their Interests
. 
The trustee is not required to 
take any action under the Indenture at the request of any 
holders unless the holders offer the trustee reasonable 
protection 
from expenses and liability. 
This is called an “indemnity”. If the trustee is provided with 
an indemnity reasonably satisfactory 
to it, the holders of a majority in principal amount 
of the relevant series of debt securities may direct the time, method 
and 
place of conducting any lawsuit or other formal legal 
action seeking any remedy available to the trustee. These 
majority 
holders may also direct the trustee in performing any other 
action under the Indenture. 
Individual Actions Holders May Take 
if the Trustee Fails to Act.
 
Before a holder bypasses the trustee and brings 
such holder’s own lawsuit or other formal 
legal action or take other steps to enforce such holder’s 
rights or protect such 
holder’s interests relating to the securities, the following 
must occur: 
●
 
Such holder must give the trustee written notice that an 
event of default has occurred and remains uncured. 

●
 
The holders of 25% in principal amount of all outstanding 
securities of the relevant series must make a 
written request that the trustee take action because of 
the default, and must offer indemnity reasonably 
satisfactory to the trustee against the cost and other liabilities 
of taking that action. 

●
 
The trustee must not have taken action for 60 days after 
receipt of the above notice and offer of indemnity. 

●
 
During the 60-day period, the holders of a majority in 
principal amount of the securities of that series do 
not give the trustee a direction inconsistent with the request. 
However, a holder is entitled 
at any time to bring an individual lawsuit for the payment of the money 
due on such 
holder’s security on or after its due date. 






 
 
51 
Waiver of Default 
The holders of a majority in principal amount of the relevant 
series of debt securities may waive a default for all the 
relevant series of debt securities. If this happens, the 
default will be treated as if it had not occurred. No one can waive 
a 
payment default on a holder’s debt security, 
however, without such holder’s 
individual approval. 
We Will 
Give the Trustee Information About Defaults 
Annually 
Every year we will give to the trustee a written statement of 
one of our officers certifying that to the 
best of his or 
her knowledge we are in compliance with the Indenture and 
all the securities under it, or else specifying any default. 
The trustee may withhold from holders notice of any 
uncured default, except for payment defaults, if it determines 
that withholding notice is in holders’ interest. 
Holders who hold in “street name” and other 
indirect holders should consult their banks or brokers 
for 
information on how to give notice or direction 
to or make a request of the trustee and how to make 
or cancel a 
declaration of acceleration. 
Regarding the Trustee 
The Bank of New York 
Mellon Trust Company, 
N.A. is the trustee under the Indenture. In addition, affiliates 
of The Bank 
of New York 
Mellon Trust Company, 
N.A. may perform various commercial banking and investment banking 
services for us 
and our subsidiaries from time to time in the ordinary course of 
business. 






 
 
52 
DESCRIPTION OF THE 0.250% GLOBAL NOTES DUE 
2026, THE 0.800% GLOBAL NOTES DUE 2030 
AND 
THE 1.800% GLOBAL NOTES DUE 2039 
The following summary of AT&T’s 
above referenced 
debt securities is based on and qualified by the indenture, 
dated as of May 15, 2013, with The Bank of New York 
Mellon Trust Company, 
N.A., acting as trustee (the “Indenture”) 
and 
the 0.250% Global Notes due 2026 
(the “0.250% 2026 Notes”), the 0.800% Global Notes due 
2030 (the “2030 Notes”) and 
the 1.800% Global Notes due 2039 (the “2039 Notes” and, 
together with the 0.250% 2026 Notes and the 2030 
Notes, the 
“Notes”). For a complete description of the terms and 
provisions of the Notes, please refer 
to the Indenture, which is filed as 
an exhibit to AT&T’s 
Annual Report on Form 10-K for the year ended December 
31, 2019 and to the forms of Notes, which 
are filed as exhibits to the Form 8-A 
filed with the Securities and Exchange Commission on September 
11, 2019.
 

General 
The 0.250% 2026 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €1,000,000,000, which remains 
the amount 
outstanding, subject to our ability to issue additional 0.250% 
2026 Notes which may be of the same series 
as the 0.250% 2026 Notes as described under “— Further 
Issues”; 
●
 
mature on March 4, 2026; 
●
 
bear interest at the rate of 0.250% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redem 
ption Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The 2030 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €1,250,000,000, which remains the amount 
outstanding, subject to our ability to issue additional 2030 
Notes which may be of the same series as the 
2030 Notes as described under “— Further Issues”; 
●
 
mature on March 4, 2030; 
●
 
bear interest at the rate of 0.800% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The 2039 Notes: 
●
 
were issued in an aggregate initial principal amount 
of €750,000,000, which remains the amount 
outstanding, subject to our ability to issue additional 2039 
Notes which may be of the same series as the 
2039 Notes as described under “— Further Issues”; 
●
 
mature on September 14, 2039; 
●
 
bear interest at the rate of 1.800% per annum, payable 
annually in arrears; 






 
 
53 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The Notes are unsecured and unsubordinated obligations 
and rank 
pari passu 
with all other indebtedness issued 
under our Indenture. Each series of Notes constitutes a separate 
series under the Indenture. The Notes are issued in fully 
registered form only and in minimum denominations of 
€100,000 and integral multiples of €1,000 in excess thereof. 
Principal 
and interest payments on the Notes are payable by us in 
euro. Payments of principal, interest and additional amounts, if 
any, 
in respect of the Notes will be made to Euroclear 
System, Clearstream Banking S.A. or such nominee or common 
depositary, 
as the case may be, as registered holder thereof. Under 
the terms of the Indenture, if the euro ceases to exist when 
payments 
on the Notes are due under any circumstances, AT&T 
may supplement the Indenture to allow for payment in U.S. dollars. 
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. 
For purposes of the Notes, a 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 
The 0.250% 2026 Notes bear interest at the rate of 0.250% per 
annum, the 2030 Notes bear interest at the rate of 
0.800% per annum and the 2039 Notes bear interest at the 
rate of 1.800% per annum. We 
pay interest on the 0.250% 2026 
Notes and the 2030 Notes annually in arrears on each March 
4, commencing on March 4, 2020, to the persons in whose 
names the 0.250% 2026 Notes and the 2030 Notes are 
registered at the close of business on the business day preceding 
the 
interest payment date. We 
pay interest on the 2039 Notes annually in arrears on each 
September 14, commencing on 
September 14, 2020, to the persons in whose names 
the 2039 Notes are registered at the close of business on 
the business day 
preceding the interest payment date. The 0.250% 2026 
Notes will mature on March 4, 2026, the 2030 Notes will mature 
on 
March 4, 2030 and the 2039 Notes will mature on 
September 14, 2039. 
Interest on the Notes will be computed on the basis of 
the actual number of days in the period for which interest is 
being calculated and the actual number of days from and 
including the last date on which interest was paid on the 
Notes (or 
September 11, 2019, if no interest has been 
paid on the Notes), to but excluding the next scheduled interest payment 
date. 
This payment convention is referred to as ACTUAL/ACTUAL 
(ICMA) as defined in the rulebook of the International 
Capital Market Association. 
Because the first payment of interest on the 2039 Notes is more 
than one year from the issue date of the 2039 Notes, 
the 2039 Notes will be treated for U.S. federal income 
tax purposes as issued with original issue discount (“OID”) in 
an 
amount equal to the excess of the principal amount 
and interest payments on the 2039 Notes over the issue price 
for the 2039 
Notes. Accordingly, 
United States holders of the 2039 Notes will generally be 
required to accrue such OID for U.S. tax 
purposes on a constant yield basis over the term of the 
2039 Notes even if the holder is otherwise subject to the cash basis 
method of tax accounting. Such holders, however, 
will generally not be required to include the stated interest payments 
on 
the 2039 Notes in income for U.S. tax purposes. 
Optional Redemption 
Each series of Notes may be redeemed at any time prior 
to the applicable Par Call Date (as set forth in the table 
below), as a whole or in part, at our option, at any 
time and from time to time on at least 30 days’, but not more than 
60 days’, prior notice sent to the registered address of 
each holder of the Notes of such series to be redeemed. The 
redemption 
price will be calculated by us and will be equal to the 
greater of (1) 100% of the principal amount of the Notes of 
such series 
to be redeemed or (2) the sum of the present values 
of the Remaining Scheduled Payments (as defined below) 
discounted to 
the redemption date, on an annual basis (ACTUAL/ACTUAL 
(ICMA)), at a rate equal to the sum of the Treasury 
Rate (as 
defined below) plus a number of basis points equal 
to the applicable Make-Whole Spread (as set forth in the table below). 
In 
the case of each of clauses (1) and (2), accrued but unpaid 
interest will be payable to the redemption date. At any time 
on or 
after the applicable Par Call Date (as set forth in the 
table below), the Notes may be redeemed, as a whole or in 
part, at our 






 

 

 

 

 

 

 

 

 

 
 
54 
option, at any time and from time to time, on at least 30 
days’, but not more than 60 days’, prior notice sent to the 
registered 
address of each holder of the Notes of such series to be 
redeemed, at a redemption price equal to 100% of the principal 
amount of such series of Notes to be redeemed. Accrued 
interest will be payable to the redemption date. 
Series 
Par Call Date 
Make-Whole Spread 
0.250% 2026 Notes 
February 4, 2026 
20 bps 
2030 Notes 
December 4, 2029 
25 bps 
2039 Notes 
March 14, 2039 
35 bps 
 
“
Treasury Rate
” means the price, expressed as a percentage, at which 
the gross redemption yield on the Notes of the 
applicable series, if they were to be purchased at 
such price on the third dealing day prior to the date fixed for redemption, 
would be equal to the gross redemption yield on such 
dealing day of the applicable Reference Bond (as defined 
below) on the 
basis of the middle market price of the Reference Bond 
prevailing at 11:00 a.m. (London time) 
on such dealing day as 
determined by the Company or an investment bank appointed 
by the Company. 
“
Reference Bond
” means, in relation to any Treasury Rate calculation, 
a German government bond whose maturity 
is closest to the maturity of the Notes of the applicable 
series, or if the Company or an investment bank appointed 
by the 
Company considers that such similar bond is not 
in issue, such other German government bond as the Company 
or an 
investment bank appointed by the Company, 
with the advice of three brokers of, and/or market makers in, 
German 
government bonds selected by the Company or an investment 
bank appointed by the Company, 
determine to be appropriate 
for determining such Treasury Rate. 
“
Remaining Scheduled Payments
” means, with respect to each Note of a series to be redeemed, 
the remaining 
scheduled payments of principal and interest on such 
Note that, but for the redemption, would be due after the related 
redemption date through the applicable Par Call Date, assuming 
the applicable series of Notes matured 
on the Par Call Date 
(not including any portion of payments of interest accrued 
as of the redemption date). If that redemption date is not an 
interest payment date with respect to the applicable series 
of Notes, the amount of the next succeeding scheduled 
interest 
payment on the Notes will be reduced by the amount 
of interest accrued on the Notes to the redemption date. 
On and after the redemption date, interest will cease to accrue 
on the Notes or any portion of the Notes called for 
redemption unless we default in the payment of the 
redemption price and accrued interest. On or before the redemption 
date, 
we will deposit with our paying agent or the trustee money 
sufficient to pay the redemption price of and accrued 
interest on 
the Notes to be redeemed on that date. 
In the case of any partial redemption, selection of the 
Notes of a series to be redeemed will be made by the trustee 
by lot or pursuant to applicable depositary procedures. 
Payment of Additional Amounts 
We will, subject to 
the exceptions and limitations set forth below, 
pay as additional interest on the Notes such 
additional amounts as are necessary so that the net payment 
by us or our paying agent of the principal of and interest 
on the 
Notes to a person that is a United States Alien, after deduction 
for any present or future tax, assessment or governmental 
charge of the United States or a political subdivision 
or taxing authority thereof or therein, imposed by withholding 
with 
respect to the payment, will not be less than the amount 
that would have been payable in respect of the Notes had no 
withholding or deduction been required. As used herein, 
“United States Alien” means any person who, for United 
States 
federal income tax purposes, is a foreign corporation, a 
non-resident alien individual, a non-resident alien fiduciary 
of a 
foreign estate or trust, or a foreign partnership one or more 
of the members of which is, for United States federal 
income tax 
purposes, a foreign corporation, a non-resident alien individual 
or a non-resident alien fiduciary of a foreign estate or trust. 
Our obligation to pay additional amounts shall not apply: 
(1) to any tax, assessment or governmental charge 
that is imposed or withheld solely because the beneficial 
owner, or a fiduciary, 
settlor, beneficiary or member of the 
beneficial owner if the beneficial owner is an estate, trust 
or partnership, or a person holding a power over an estate or trust 
administered by a fiduciary holder: 






 
 
55 
(a) is or was present or engaged in a trade or business in the 
United States, has or had a permanent 
establishment in the United States, or has any other 
present or former connection with the United States or 
any political subdivision or taxing authority thereof 
or therein; 
(b) is or was a citizen or resident or is or was treated 
as a resident of the United States; 
(c) is or was a foreign or domestic personal holding company, 
a passive foreign investment 
company or a controlled foreign corporation with respect 
to the United States or is or was a corporation that 
has accumulated earnings to avoid United States fed 
eral 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 of each series 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. 






 
 
56 
Redemption Upon a Tax 
Event 
If (a) we become or will become obligated to pay additional 
amounts with respect to any Notes as described herein 
under the heading “— Payment of Additional Amounts” 
as a result of any change in, or amendment to, the laws (or 
any 
regulations or rulings promulgated thereunder) of the United States (or 
any political subdivision or taxing authority thereof or 
therein), or any change in, or amendments to, any 
official position regarding the application or 
interpretation of such laws, 
regulations or rulings, which change or amendment 
is announced or becomes effective, on or after September 
4, 2019 or (b) a 
taxing authority of the United States takes an action on or after 
September 4, 2019, whether or not with respect to us or 
any of 
our affiliates, that results in a substantial probability 
that we will or may be required to pay such additional amounts, 
then we 
may, at our option, 
redeem, as a whole, but not in part, the applicable series of 
Notes on any interest payment date on not less 
than 30 nor more than 60 calendar days’ prior notice, at a 
redemption price equal to 100% of their principal amount, together 
with interest accrued thereon to the date fixed for redemption. 
No redemption pursuant to (b) above may be made unless we 
shall have received an opinion of independent counsel 
to the effect that an act taken by a taxing authority 
of the United States 
results in a substantial probability that we will or may 
be required to pay the additional amounts described herein under 
the 
heading “— Payment of Additional Amounts” and we shall 
have delivered to the trustee a certificate, signed by a duly 
authorized officer, stating 
that based on such opinion we are entitled to redeem the Notes pursuant 
to their terms. 
Further Issues 
We may from 
time to time, without notice to or the consent of the holders of any 
series of the Notes, create and issue 
further notes ranking equally and ratably with such series 
in all respects, or in all respects except for the payment 
of interest 
accruing prior to the issue date or except for the first payment 
of interest following the issue date of those further 
notes. Any 
further notes will have the same terms as to status, redemption 
or otherwise as, and will be fungible for United States federal 
income tax purposes with, the Notes of the applicable series. Any 
further notes shall be issued pursuant to a resolution of our 
board of directors, a supplement to the Indenture, or under 
an officers’ certificate pursuant to the Indenture. 
Governing Law 
The Notes will be governed by and interpreted in accordance 
with the laws of the State of New York. 
Special Situations Covered by Our Indenture 
Mergers and Similar Transactions 
We are generally 
permitted to consolidate or merge with another company. 
We are also permitted 
to sell 
substantially all of our assets to another company. 
However, we may not take any of 
these actions unless all the following 
conditions are met: 
●
 
Where we merge out of existence or sell our 
assets, the company we merge into or sell to may not 
be 
organized under the laws of a foreign country. 
It must be a corporation organized under 
the laws of the 
United States, any State thereof, or the District of Columbia. 

●
 
The company we merge into or sell to must agree 
to be legally responsible for our debt securities. 

●
 
The merger, sale of 
assets or other transaction must not cause a default on the securities, 
and we must not 
already be in default, unless the merger or other 
transaction would cure the default. For purposes of this no-
default test, a default would include an event of default 
that has occurred and not been cured, as described 
below under “— Default and Related Matters — Events of Default 
— What Is an Event of Default?” A 
default for this purpose would also include any event 
that would be an event of default if the requirements 
for giving us default notice or our default having to exist 
for a specific period of time were disregarded. 
Further, we may buy substantially 
all of the assets of another company without complying with any 
of the foregoing 
conditions. 






 
 
57 
Modification and Waiver 
of Holders’ Contractual Rights 
Under certain circumstances, we can make changes to the Indenture 
and the securities (including the Notes). Some 
types of changes require the approval of each security 
holder affected, some require approval by 
a majority vote, and some 
changes do not require any approval at all. 

Changes Requiring Approval 
of Holders.
 
First, there are changes that cannot be made to the securities without 
specific approval of holders. The following is a list of 
those types of changes: 
●
 
to reduce the percentage of holders of securities who 
must consent to a waiver or amendment of the 
Indenture; 

●
 
to reduce the rate of interest on any security or change the 
time for payment of interest; 

●
 
to reduce the principal due on any security or change 
the fixed maturity of any security; 

●
 
to waive a default in the payment of principal or interest 
on any security; 

●
 
to change the currency of payment on a security, 
unless the security provides for payment in a currency that 
ceases to exist; 
●
 
in the case of convertible or exchangeable securities, to 
make changes to conversion or exchange rights that 
would be adverse to the interests of holders; 

●
 
to change the right of holders to waive an existing default 
by majority vote; 

●
 
to reduce the amount of principal or interest payable 
to holders following a default or change any 
conversion or exchange rights, or impair the right of 
holders to sue for payment; and 

●
 
to make any change to this list of changes that requires 
specific approval of holders. 
Changes Requiring a Majority Vote.
 
The second type of change to the Indenture and the securities is the 
kind that 
requires a vote in favor by security holders owning a majority 
of the principal amount of the particular series affected. 
Most 
changes fall into this category, 
except as set forth in the following paragraph. The same 
vote would be required for us to 
obtain a waiver of an existing default. However, 
we cannot obtain a waiver of a payment default unless we obtain 
each 
holder’s individual consent to the waiver. 

Changes Not Requiring Approval of 
Holders.
 
The third type of change does not require any vote by holders of 
securities. This type includes, among others, clarifications 
of ambiguous contract terms, changes to make securities payable 
in U.S. dollars (if the stated denomination ceases to exist) and 
other changes that would not materially adversely affect 
holders of the securities. 

Further Details Concerning Voting.
 
When taking a vote, we will use the following rules to decide how much 
principal amount to attribute to a security: 
●
 
For securities denominated in one or more foreign currencies or 
currency units, we will use the U.S. dollar 
equivalent determined on the date of original issuance of these securities. 

Securities will not be considered outstanding, and therefore 
not eligible to vote, if we have deposited or set aside in 
trust for the applicable holders money for their payment 
or redemption. A security does not cease to be outstanding because 
we or an affiliate of us is holding the security. 

We will generally 
be entitled to set any day as a record date for the purpose 
of determining the holders of 
outstanding securities that are entitled to vote or take 
other action under the Indenture. However, 
the Indenture does not 
oblige us to fix any record date at all. If we set a record 
date for a vote or other action to be taken by holders of a 
particular 
series, that vote or action may be taken only by persons 
who are holders of outstanding securities of that series on 
the record 
date and must be taken within 90 days following the record 
date. 







 
 
58 
Holders who hold in “street name” and other indirect holders, 
including holders of any securities issued as 
global securities, should consult their banks or brokers for information 
on how approval may be granted or 
denied if we seek to change the Indenture or the securities or 
request a waiver. 
Discharge of Our Obligations 
We can fully 
discharge ourselves from any payment or other obligations 
on the securities of any series if we make a 
deposit for the applicable holders with the trustee and 
certain other conditions are met. The deposit must be held 
in trust for 
the benefit of all direct holders of the securities and 
must be a combination of money and U.S. government or U.S. 
government agency notes or bonds that will generate 
enough cash to make interest, principal and any other payments on 
the 
securities on their various due dates. 
However, we cannot discharge 
ourselves from the obligations under any convertible or 
exchangeable securities, 
unless we provide for it in the terms of these securities. 
If we accomplish full discharge, as described 
above, holders will have to rely solely on the trust deposit for 
repayment of the securities. Holders could not look 
to us for repayment in the unlikely event of any shortfall. Conversely, 
the 
trust deposit would most likely be protected from 
claims of our lenders and other creditors if we ever become bankrupt 
or 
insolvent. 
We will indemnify 
the trustee and holders against any tax, fee or other charge 
imposed on the U.S. government 
obligations we deposited with the trustee or against the principal 
and interest received on these obligations. 
Liens on Assets 
The Indenture does not restrict us from pledging or otherwise 
encumbering any of our assets and those of our 
subsidiaries. 
Default and Related Matters 
Ranking Compared to Other Creditors 
The securities are not secured by any of our property 
or assets. Accordingly, 
ownership of securities means each 
holder is one of our unsecured creditors. The securities are not 
subordinated to any of our other debt obligations and 
therefore 
they rank equally with all our other unsecured and unsubordinated 
indebtedness. However, the trustee has 
a right to receive 
payment for its administrative services prior to any payment 
to security holders after a default. 
Events of Default 
Holders will have special rights if an event of default occurs 
and is not cured, as described later in this subsection. 
What Is an Event of Default? 
The term “event of default” with respect to any series of 
securities means any of the 
following: 
●
 
We fail to make 
any interest payment on the securities of such series when it is due, 
and we do not cure this 
default within 90 days. 

●
 
We fail to make 
any payment of principal when it is due at the maturity 
of such series of securities or upon 
redemption. 

●
 
We fail to comply 
with any of our other agreements regarding a particular series of securities 
or with a 
supplemental indenture, and after we have been notified 
of the default by the trustee or holders of 25% in 
principal amount of the series, we do not cure the default within 
90 days. 

●
 
We file for 
bankruptcy, or other 
events in bankruptcy, 
insolvency or reorganization occur. 







 
 
59 
Remedies if an Event of Default Occurs 
Holders and the trustee will have the following remedies 
if an event of default occurs: 
Acceleration.
 
If an event of default has occurred and has not been cured or waived, 
then the trustee or the holders of 
25% in principal amount of the securities of the affected 
series may declare 
the entire principal amount of and any accrued 
interest on all the securities of that series to be due 
and immediately payable. An acceleration of maturity may be cancelled 
by the holders of at least a majority in principal amount 
of the securities of the affected series, if all events 
of default have 
been cured or waived. 
Special Duties of Trustee.
 
If an event of default occurs, the trustee will have some special 
duties. In that situation, 
the trustee will be obligated to use those of its rights and 
powers under the Indenture, and to use the same degree 
of care and 
skill in doing so, that a prudent person would use in 
that situation in conducting his or her own affairs. 
Other Remedies of Trustee.
 
If an event of default occurs, the trustee is authorized 
to pursue any available remedy to 
collect defaulted principal and interest and to enforce other 
provisions of the securities and the Indenture, 
including bringing 
a lawsuit. 
Majority Holders May Direct the 
Trustee to Take 
Actions to Protect Their Interests
. 
The trustee is not required to 
take any action under the Indenture at the request of any 
holders unless the holders offer the trustee reasonable 
protection 
from expenses and liability. 
This is called an “indemnity”. If the trustee is provided with 
an indemnity reasonably satisfactory 
to it, the holders of a majority in principal amount 
of the relevant series of debt securities may direct the time, method 
and 
place of conducting any lawsuit or other formal legal 
action seeking any remedy available to the trustee. These 
majority 
holders may also direct the trustee in performing any other 
action under the Indenture. 
Individual Actions Holders May Take 
if the Trustee Fails to Act.
 
Before a holder bypasses the trustee and brings 
such holder’s own lawsuit or other formal 
legal action or take other steps to enforce such holder’s 
rights or protect such 
holder’s interests relating to the securities, the following 
must occur: 
●
 
Such holder must give the trustee written notice that an 
event of default has occurred and remains uncured. 

●
 
The holders of 25% in principal amount of all outstanding 
securities of the relevant series must make a 
written request that the trustee take action because of 
the default, and must offer indemnity reasonably 
satisfactory to the trustee against the cost and other liabilities 
of taking that action. 

●
 
The trustee must not have taken action for 60 days after 
receipt of the above notice and offer of indemnity. 

●
 
During the 60-day period, the holders of a majority in 
principal amount of the securities of that series do 
not give the trustee a direction inconsistent with the request. 
However, a holder is entitled 
at any time to bring an individual lawsuit for the payment of the money 
due on such 
holder’s security on or after its due date. 
Waiver of Default 
The holders of a majority 
in principal amount of the 
relevant series of debt securities 
may waive a default for 
all the relevant 
series of debt securities. If this 
happens, the default will be treated 
as if it had not 
occurred. No one can waive a 
payment default 
on a holder’s debt security, 
however, without such holder’s 
individual approval. 
We Will 
Give the Trustee Information About Defaults 
Annually 
Every year 
we will give 
to the trustee 
a written statement 
of one 
of our 
officers certifying 
that to 
the best of 
his or her 
knowledge we are in compliance with the Indenture 
and all the securities under it, or else specifying any default. 
The trustee 
may withhold from 
holders notice of 
any uncured default, 
except for payment 
defaults, if it 
determines that 
withholding notice is in holders’ interest. 






 
 
60 
Holders who hold in “street name” and other 
indirect holders should consult their banks or brokers 
for 
information on how to give notice or direction 
to or make a request of the trustee and how to 
make or cancel 
a declaration of acceleration. 
Regarding the Trustee 

The Bank of New York 
Mellon Trust Company, 
N.A. is the trustee under the Indenture. In addition, affiliates 
of The 
Bank of New York 
Mellon Trust Company, 
N.A. may perform various commercial banking and investment 
banking services 
for us and our subsidiaries from time to time in the 
ordinary course of business. 
 







 
 
61 
DESCRIPTION OF THE 4.250% GLOBAL NOTES DUE 
2050 
The following summary of AT&T’s 
above referenced 
debt securities is based on and qualified by the indenture, 
dated as of May 15, 2013, with The Bank of New York 
Mellon Trust Company, 
N.A., acting as trustee (the “Indenture”) 
and 
the 4.250% Global Notes due 2050 (the “Notes”). For 
a complete description of the terms and provisions 
of the Notes, 
please refer to the Indenture, 
which is filed as an exhibit to AT&T’s 
Annual Report on Form 10-K for the year ended 
December 31, 2019 and to the forms of Notes, which are 
filed as exhibits to the Form 8-A filed with the Securities and 
Exchange Commission on December 12, 2019. 
General 
The Notes: 
●
 
were issued in an aggregate initial principal amount 
of $1,265,000,000, which remains the amount 
outstanding, subject to our ability to issue additional Notes 
which may be of the same series as the Notes as 
described under “— Further Issues”; 
●
 
mature on March 1, 2050; 
●
 
bear interest at the rate of 4.250% per annum, payable 
semiannually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 
The Notes are unsecured and unsubordinated obligations 
and rank pari passu with all other indebtedness issued 
under our Indenture. The Notes constitute a single series under 
the Indenture. The Notes are issued in fully registered form 
only and in minimum denominations of $100,000 and 
integral multiples of $1,000 thereafter. 
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. 

For purposes of the Notes, a business day means a business day 
in The City of New York 
and Taipei, 
Taiwan. 
Interest 
The Notes bear interest at the rate of 4.250% per annum. 
We will pay interest 
on our Notes in arrears on each March 
1 and September 1 commencing on March 1, 2020 
to the persons in whose names the Notes are registered at the 
close of 
business on the fifteenth day preceding the respective 
interest payment date. The Notes will mature on March 1, 2050. 

Optional Redemption 

We have the 
option to redeem all, but not less than all, of the Notes then 
outstanding on each March 1 on or after 
March 1, 2025. In addition, on the first redemption date 
on which we opt to redeem Notes, we also have the option 
to instead 
only redeem 50% of the aggregate principal amount of 
the Notes then outstanding. If we opt to redeem 50% of the 
aggregate 
principal amount of the Notes then outstanding on a redemption 
date, any remaining Notes can be redeemed at our option on 
a future redemption date in whole but not in part. 
Any redemption described in this paragraph must be on 
not less than 10 nor 
more than 40 days’ notice and will be at a redemption 
price equal to 100% of the principal amount of the Notes being 
redeemed plus accrued and unpaid interest to, but excluding, 
the date of redemption. 

On and after the redemption date, interest will cease to accrue 
on the Notes or the portion of the Notes called for 
redemption, unless we default in the payment of the 
redemption price and accrued interest. On or before the redemption 
date, 
we will deposit with our paying agent or the trustee money 
sufficient to pay the redemption price of and accrued 
interest on 
the Notes to be redeemed on that date. If less than all of 
the Notes are to be redeemed, the Notes to be redeemed shall 
be 
selected pro rata or in accordance with applicable 
depositary procedures. 






 
 
62 
Payment of Additional Amounts 
We will, subject to 
the exceptions and limitations set forth below, 
pay as additional interest on the Notes such 
additional amounts as are necessary so that the net payment 
by us or our paying agent of the principal of and interest 
on the 
Notes to a person that is a United States Alien, after deduction 
for any present or future tax, assessment or governmental 
charge of the United States or a political subdivision 
or taxing authority thereof or therein, imposed by withholding 
with 
respect to the payment, will not be less than the amount 
that would have been payable in respect of the Notes had no 
withholding or deduction been required. 
As used herein, “United States Alien” means any person who, for 
United States 
federal income tax purposes, is a foreign corporation, a 
non-resident alien individual, a non-resident alien fiduciary 
of a 
foreign estate or trust, or a foreign partnership one or more 
of the members of which is, for United States federal 
income tax 
purposes, a foreign corporation, a non-resident alien individual 
or a non-resident alien fiduciary of a foreign estate or trust. 
Our obligation to pay additional amounts shall not apply: 
(1) to any tax, assessment or governmental charge 
that is imposed or withheld solely because the beneficial 
owner, or a fiduciary, 
settlor, beneficiary or member of the 
beneficial owner if the beneficial owner is an estate, trust 
or partnership, or a person holding a power over an estate or trust 
administered by a fiduciary holder: 
(a) is or was present or engaged in a trade or business in the 
United States, has or had a permanent 
establishment in the United States, or has any other 
present or former connection with the United States or 
any political subdivision or taxing authority thereof 
or therein; 
(b) is or was a citizen or resident or is or was treated 
as a resident of the United States; 
(c) is or was a foreign or domestic personal holding company, 
a passive foreign investment 
company or a controlled foreign corporation with respect 
to the United States or is or was a corporation that 
has accumulated earnings to avoid United States federal 
income tax; 

(d) is or was a bank receiving interest described in 
Section 881(c)(3)(A) of the Internal Revenue 
Code of 1986, as amended (the “Code”); or 
(e) is or was an actual or constructive owner of 10% or 
more of the total combined voting power 
of all classes of stock of AT&T 
entitled to vote; 
(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; 






 
 
63 
(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. 
Redemption Upon a Tax 
Event 
If (a) we become or will become obligated to pay additional 
amounts with respect to the Notes as described herein 
under the heading “—Payment of Additional Amounts” 
as a result of any change in, or amendment to, the laws (or 
any 
regulations or rulings promulgated thereunder) of the United States (or 
any political subdivision or taxing authority thereof or 
therein), or any change in, or amendments to, any 
official position regarding the application or 
interpretation of such laws, 
regulations or rulings, which change or amendment 
is announced or becomes effective, on or after December 
3, 2019 or (b) a 
taxing authority of the United States takes an action on or after 
December 3, 2019, whether or not with respect to us or any 
of 
our affiliates, that results in a substantial probability 
that we will or may be required to pay such additional amounts, 
then we 
may, at our option, 
redeem, as a whole, but not in part, the Notes on any interest payment 
date on not less than 10 nor more 
than 40 calendar days’ prior notice, at a redemption price 
equal to 100% of their principal amount, together with interest 
accrued thereon to the date fixed for redemption. 
No redemption pursuant to (b) above may be made unless we shall have 
received an opinion of independent counsel to the effect 
that an act taken by a taxing authority of the United States results in 
a substantial probability that we will or may be required to 
pay the additional amounts described herein under the 
heading 
“—Payment of Additional Amounts” and we shall have 
delivered to the trustee a certificate, signed by a duly authorized 
officer, stating that 
based on such opinion we are entitled to redeem the 
Notes pursuant to their terms. 
Further Issues 
We may from 
time to time, without notice to or the consent of the holders of the 
Notes, create and issue further 
notes ranking equally and ratably with such Notes in all 
respects, or in all respects except for the payment of interest 
accruing 
prior to the issue date or except for the first payment 
of interest following the issue date of those further notes. 
Any further 
notes will have the same terms as to status, redemption 
or otherwise, and, to the extent permitted by applicable authorities in 
the Republic 
of China and subject to the receipt of all necessary regulatory 
and listing approvals from such authorities, 
including but not limited to the Taipei 
Exchange and the Taiwan 
Securities Association, will be fungible for United States 
federal income tax purposes with, the Notes. 
Any further notes shall be issued pursuant to a resolution 
of our board of 
directors, a supplement to the Indenture, or under an officers’ 
certificate pursuant to the Indenture. 
Notices 
Notices to holders of the Notes will be given only to the 
depositary, in accordance 
with its applicable policies as in 
effect from time to time. 
Prescription Period 
Any money that we deposit with the trustee or any 
paying agent for the payment of principal or any interest on 
a 
Note that remains unclaimed for two years after the 
date upon which the principal and interest are due and payable 
will be 






 
 
64 
repaid to us upon our request unless otherwise required 
by mandatory provisions of any applicable unclaimed 
property law. 

After that time, unless otherwise required by mandatory 
provisions of any unclaimed property law, 
the holder of the Note 
will be able to seek any payment to which that 
holder may be entitled to collect only from us. 
Governing Law 
The Notes are governed by and interpreted in accordance 
with the laws of the State of New York. 
Special Situations Covered by Our Indenture 
Mergers and Similar Transactions 
We are generally 
permitted to consolidate or merge with another company. 
We are also permitted 
to sell 
substantially all of our assets to another company. 
However, we may not take any of 
these actions unless all the following 
conditions are met: 
●
 
Where we merge out of existence or sell our 
assets, the company we merge into or sell to may not 
be organized 
under the laws of a foreign country. 
It must be a corporation organized under the laws of 
the United States, any State 
thereof, or the District of Columbia. 

●
 
The company we merge into or sell to must agree 
to be legally responsible for our debt securities. 

●
 
The merger, sale of 
assets or other transaction must not cause a default on the securities, 
and we must not already be 
in default, unless the merger or other transaction 
would cure the default. For purposes of this no-default 
test, a 
default would include an event of default that has occurred 
and not been cured, as described below under “— 
Default and Related Matters — Events of Default — 
What Is an Event of Default?” A default for this purpose would 
also include any event that would be an event of default if 
the requirements for giving us default notice or our 
default having to exist for a specific period of time 
were disregarded. 
Further, we may buy substantially 
all of the assets of another company without complying with any 
of the foregoing 
conditions. 
Modification and Waiver 
of Holders’ Contractual Rights 
Under certain circumstances, we can make changes to the Indenture 
and the securities (including the Notes). Some 
types of changes require the approval of each security 
holder affected, some require approval by 
a majority vote, and some 
changes do not require any approval at all. 

Changes Requiring Approval 
of Holders.
 
First, there are changes that cannot be made to the securities without 
specific approval of holders. The following is a list of 
those types of changes: 
●
 
to reduce the percentage of holders of securities who 
must consent to a waiver or amendment of the 
Indenture; 

●
 
to reduce the rate of interest on any security or change the 
time for payment of interest; 

●
 
to reduce the principal due on any security or change 
the fixed maturity of any security; 

●
 
to waive a default in the payment of principal or interest 
on any security; 

●
 
to change the currency of payment on a security, 
unless the security provides for payment in a currency that 
ceases to exist; 
●
 
in the case of convertible or exchangeable securities, to 
make changes to conversion or exchange rights that 
would be adverse to the interests of holders; 

●
 
to change the right of holders to waive an existing default 
by majority vote; 







 
 
65 
●
 
to reduce the amount of principal or interest payable 
to holders following a default or change any 
conversion or exchange rights, or impair the right of 
holders to sue for payment; and 

●
 
to make any change to this list of changes that requires 
specific approval of holders. 
Changes Requiring a Majority Vote.
 
The second type of change to the Indenture and the securities is the 
kind that 
requires a vote in favor by security holders owning a majority 
of the principal amount of the particular series affected. 
Most 
changes fall into this category, 
except as set forth in the following paragraph. The same 
vote would be required for us to 
obtain a waiver of an existing default. However, 
we cannot obtain a waiver of a payment default unless we obtain 
each 
holder’s individual consent to the waiver. 

Changes Not Requiring Approval of 
Holders.
 
The third type of change does not require any vote by holders of 
securities. This type includes, among others, clarifications 
of ambiguous contract terms, changes to make securities payable 
in U.S. dollars (if the stated denomination ceases to exist) and 
other changes that would not materially adversely affect 
holders of the securities. 

Further Details Concerning Voting.
 
When taking a vote, we will use the following rules to decide how much 
principal amount to attribute to a security: 
●
 
For securities denominated in one or more foreign currencies or 
currency units, we will use the U.S. dollar 
equivalent determined on the date of original issuance of these securities. 

Securities will not be considered outstanding, and therefore 
not eligible to vote, if we have deposited or set aside in 
trust for the applicable holders money for their payment 
or redemption. A security does not cease to be outstanding because 
we or an affiliate of us is holding the security. 

We will generally 
be entitled to set any day as a record date for the purpose 
of determining the holders of 
outstanding securities that are entitled to vote or take 
other action under the Indenture. However, 
the Indenture does not 
oblige us to fix any record date at all. If we set a record 
date for a vote or other action to be taken by holders of a 
particular 
series, that vote or action may be taken only by persons 
who are holders of outstanding securities of that series on 
the record 
date and must be taken within 90 days following the record 
date. 

Holders who hold in “street name” and other indirect holders, 
including holders of any securities issued as 
global securities, should consult their banks or brokers for information 
on how approval may be granted or 
denied if we seek to change the Indenture or the securities or 
request a waiver. 
Discharge of Our Obligations 
We can fully 
discharge ourselves from any payment or other obligations 
on the securities of any series if we make a 
deposit for the applicable holders with the trustee and 
certain other conditions are met. The deposit must be held 
in trust for 
the benefit of all direct holders of the securities and 
must be a combination of money and U.S. government or U.S. 
government agency notes or bonds that will generate 
enough cash to make interest, principal and any other payments on 
the 
securities on their various due dates. 
However, we cannot discharge 
ourselves from the obligations under any convertible or 
exchangeable securities, 
unless we provide for it in the terms of these securities. 
If we accomplish full discharge, as described 
above, holders will have to rely solely on the trust deposit for 
repayment of the securities. Holders could not look 
to us for repayment in the unlikely event of any shortfall. Conversely, 
the 
trust deposit would most likely be protected from 
claims of our lenders and other creditors if we ever become bankrupt 
or 
insolvent. 
We will indemnify 
the trustee and holders against any tax, fee or other charge 
imposed on the U.S. government 
obligations we deposited with the trustee or against the principal 
and interest received on these obligations. 






 
 
66 
Liens on Assets 
The Indenture does not restrict us from pledging or otherwise 
encumbering any of our assets and those of our 
subsidiaries. 
Default and Related Matters 
Ranking Compared to Other Creditors 
The securities are not secured by any of our property 
or assets. Accordingly, 
ownership of securities means each 
holder is one of our unsecured creditors. The securities are not 
subordinated to any of our other debt obligations and 
therefore 
they rank equally with all our other unsecured and unsubordinated 
indebtedness. However, the trustee has 
a right to receive 
payment for its administrative services prior 
to any payment to security holders after a default. 
Events of Default 
Holders will have special rights if an event of default occurs 
and is not cured, as described later in this subsection. 
What Is an Event of Default? 
The term “event of default” with respect to any series of 
securities means any of the 
following: 
●
 
We fail to make 
any interest payment on the securities of such series when it is due, 
and we do not cure this 
default within 90 days. 

●
 
We fail to make 
any payment of principal when it is due at the maturity 
of such series of securities or upon 
redemption. 

●
 
We fail to comply 
with any of our other agreements regarding a particular series of securities 
or with a 
supplemental indenture, and after we have been notified 
of the default by the trustee or holders of 25% in 
principal amount of the series, we do not cure the default within 
90 days. 

●
 
We file for 
bankruptcy, or other 
events in bankruptcy, 
insolvency or reorganization occur. 

Remedies if an Event of Default Occurs 
Holders and the trustee will have the following remedies 
if an event of default occurs: 
Acceleration.
 
If an event of default has occurred and has not been cured or waived, 
then the trustee or the holders of 
25% in principal amount of the securities of the affected 
series may declare the entire principal amount of and any accrued 
interest on all the securities of that series to be due 
and immediately payable. An acceleration of maturity may be canc 
elled 
by the holders of at least a majority in principal amount 
of the securities of the affected series, if all events 
of default have 
been cured or waived. 
Special Duties of Trustee.
 
If an event of default occurs, the trustee will have some special 
duties. In that situation, 
the trustee will be obligated to use those of its rights and 
powers under the Indenture, and to use the same degree 
of care and 
skill in doing so, that a prudent person would use in 
that situation in conducting his or her own affairs. 
Other Remedies of Trustee.
 
If an event of default occurs, the trustee is authorized 
to pursue any available remedy to 
collect defaulted principal and interest and to enforce other 
provisions of the securities and the Indenture, including bringing 
a lawsuit. 
Majority Holders May Direct the 
Trustee to Take 
Actions to Protect Their Interests
. 
The trustee is not required to 
take any action under the Indenture at the request of any 
holders unless the holders offer the trustee reasonable 
protection 
from expenses and liability. 
This is called an “indemnity”. If the trustee is provided with 
an indemnity reasonably satisfactory 
to it, the holders of a majority in principal amount 
of the relevant series of debt securities may direct the time, method 
and 
place of conducting any lawsuit or other formal legal 
action seeking any remedy available to the trustee. These 
majority 
holders may also direct the trustee in performing any other 
action under the Indenture. 






 
 
67 
Individual Actions Holders May Take 
if the Trustee Fails to Act.
 
Before a holder bypasses the trustee and brings 
such holder’s own lawsuit or other formal 
legal action or take other steps to enforce such holder’s 
rights or protect such 
holder’s interests relating to the securities, the following 
must occur: 
●
 
Such holder must give the trustee written notice that an 
event of default has occurred and remains uncured. 

●
 
The holders of 25% in principal amount of all outstanding 
securities of the relevant series must make a 
written request that the trustee take action because of 
the default, and must offer indemnity reasonably 
satisfactory to the trustee against the cost and other liabilities 
of taking that action. 

●
 
The trustee must not have taken action for 60 days after 
receipt of the above notice and offer of indemnity. 

●
 
During the 60-day period, the holders of a majority in 
principal amount of the securities of that series do 
not give the trustee a direction inconsistent with the request. 
However, a holder is entitled 
at any time to bring an individual lawsuit for the payment of the money 
due on such 
holder’s security on or after its due date. 
Waiver of Default 
The holders of a majority in principal amount of the relevant 
series of debt securities may waive a default for all the 
relevant series of debt securities. If this happens, the 
default will be treated as if it had not occurred. No one can waive 
a 
payment default on a holder’s debt security, 
however, without such holder’s 
individual approval. 
We Will 
Give the Trustee Information About Defaults 
Annually 
Every year we will give to the trustee a written statement of 
one of our officers certifying that to the 
best of his or 
her knowledge we are in compliance with the Indenture and 
all the securities under it, or else specifying any default. 
The trustee may withhold from holders notice of any 
uncured default, except for payment defaults, if it determines 
that withholding notice is in holders’ interest. 
Holders who hold in “street name” and other 
indirect holders should consult their banks or brokers 
for 
information on how to give notice or direction 
to or make a request of the trustee and how to 
make or cancel 
a declaration of acceleration. 
Regarding the Trustee 
The Bank of New York 
Mellon Trust Company, 
N.A. is the trustee under the Indenture. In addition, affiliates 
of The 
Bank of New York 
Mellon Trust Company, 
N.A. may perform various commercial banking and investment 
banking services 
for us and our subsidiaries from time to time in the 
ordinary course of business. 
 







 
 
68 
DESCRIPTION OF THE 5.350% GLOBAL NOTES DUE 
2066 AND THE 5.625% GLOBAL NOTES DUE 2067 
The following summary of AT&T’s 
above referenced 
debt securities is based on and qualified by the indenture, 
dated as of May 15, 2013, with The Bank of New York 
Mellon Trust Company, 
N.A., acting as trustee (the “Indenture”) 
and 
the 5.350% Global Notes due 2066 (the “2066 Notes”) 
and 5.625% Global Notes due 2067 (the “2067 Notes” and, together 
with the 2066 Notes, the “Notes”). For a complete description 
of the terms and provisions of the Notes, 
please refer to the 
Indenture, which is filed as an exhibit 
to AT&T’s 
Annual Report on Form 10-K for the year ended December 
31 2019 and to 
the forms of Notes, which are filed as exhibits 
to the Form 8-As filed with the Securities and Exchange 
Commission on 
October 27, 2017 and August 1, 2018. 

General 

The 2066 Notes: 
●
 
were issued in an aggregate initial principal amount 
of $1,322,500,000, which remains the amount 
outstanding, subject to our ability to issue additional 2066 
Notes which may be of the same series as the 
2066 Notes as described under “— Further Issues”; 
●
 
mature on November 1, 2066; 
●
 
bear interest at the rate of 5.350% per annum, payable 
quarterly in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 
The 2067 Notes: 
●
 
were issued in an aggregate initial principal amount 
of $825,000,000, which remains the amount 
outstanding, subject to our ability to issue additional 2067 
Notes which may be of the same series as the 
2067 Notes as described under “— Further Issues”; 
●
 
mature on August 1, 2067; 
●
 
bear interest at the rate of 5.625% per annum, payable 
quarterly 
in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 
The Notes are unsecured and unsubordinated obligations 
and rank pari passu with all other indebtedness issued 
under our Indenture. Each series of Notes constitutes a separate 
series under the Indenture. The Notes are issued in fully 
registered form only and in minimum denominations of 
$25 and integral multiples of $25 thereafter. 
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. 
For purposes of the Notes, a business day means a business day 
in the City of New York. 







 
 
69 
Interest 
The 2066 Notes bear interest at the rate of 5.350% per 
annum and the 2067 Notes bear interest at the rate of 5.625% 
per annum. We 
pay interest on our Notes in arrears on each February 1, May 
1, August 1 and November 1, commencing on 
February 1, 2018 with respect to the 2066 Notes and commencing 
on November 1, 2018 with respect to the 2067 Notes, to 
the persons in whose names the Notes are registered at 
the close of business on the fifteenth day preceding the respective 
interest payment date. The 2066 Notes will mature on November 
1, 2066 and the 2067 Notes will mature on August 1, 2067. 

Optional Redemption 

We may, 
at our option, redeem the 2066 Notes, in whole or in 
part, at any time and from time to time on or after 
November 1, 2022, and redeem the 2067 Notes, in 
whole or in part, at any time and from time to time on or after 
August 1, 
2023, in each case, on at least 30 days’, but not more than 
60 days’, prior notice mailed (or otherwise transmitted in 
accordance with The Depository Trust 
Company (“DTC”) procedures) to the registered address of each 
holder of the Notes to 
be redeemed. The redemption price will be equal 
to 100% of the principal amount of the Notes to be redeemed plus accrued 
but unpaid interest to, but excluding, the redemption 
date. 

On and after the redemption date, interest will cease to accrue 
on the Notes or any portion of the Notes called for 
redemption, unless we default in the payment of the 
redemption price and accrued interest. On or before the redemption 
date, 
we will deposit with our paying agent or the trustee money 
sufficient to pay the redemption price of and accrued 
interest on 
the Notes to be redeemed on that date. In the case of 
any partial redemption, selection of the Notes of a series to be 
redeemed 
will be made in accordance with applicable procedures 
of DTC. 

Payment of Additional Amounts 

We will, subject to 
the exceptions and limitations set forth below, 
pay as additional interest on the Notes such 
additional amounts as are necessary so that the net payment 
by us or our paying agent of the principal of and interest 
on the 
Notes to a person that is a United States Alien, after deduction 
for any present or future tax, assessment or governmental 
charge of the United States or a political subdivision 
or taxing authority thereof or therein, imposed by withholding 
with 
respect to the payment, will not be less than the amount 
that would have been payable in respect of the Notes had no 
withholding or deduction been required. As used herein, 
“United States Alien” means any person who, for United 
States 
federal income tax purposes, is a foreign corporation, a 
non-resident alien individual, a non-resident alien fiduciary 
of a 
foreign estate or trust, or a foreign partnership one or more 
of the members of which is, for United States federal 
income tax 
purposes, a foreign corporation, a non-resident alien individual 
or a non-resident alien fiduciary of a foreign estate or trust. 

Our obligation to pay additional amounts shall not apply: 

(1) to any tax, assessment or governmental charge 
that is imposed or withheld solely because the beneficial 
owner, or a fiduciary, 
settlor, beneficiary or member of the 
beneficial owner if the beneficial owner is an estate, trust 
or partnership, or a person holding a power over an estate or trust 
administered by a fiduciary holder: 

(a) is or was present or engaged in a trade or business in the 
United States, has or had a permanent 
establishment in the United States, or has any other 
present or former connection with the United States or 
any political subdivision or taxing authority thereof 
or therein; 

(b) is or was a citizen or resident or is or was treated 
as a resident of the United States; 

(c) is or was a foreign or domestic personal holding company, 
a passive foreign investment 
company or a controlled foreign corporation with respect 
to the United States or is or was a corporation that 
has accumulated earnings to avoid United States federal 
income tax; 

(d) is or was a bank receiving interest described in 
Section 881(c)(3)(A) of the Internal Revenue 
Code of 1986, as amended (the “Code”); or 

(e) is or was an actual or constructive owner of 10% or 
more of the total combined voting power 
of all classes of stock of AT&T 
entitled to vote; 







 
 
70 
(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 of each series 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. 

Redemption Upon a Tax 
Event 

If (a) we become or will become obligated to pay additional 
amounts with respect to any Notes as described herein 
under the heading “— Payment of Additional Amounts” 
as a result of any change in, or amendment to, the laws (or 
any 
regulations or rulings promulgated thereunder) of the United States (or 
any political subdivision or taxing authority thereof or 
therein), or any change in, or amendments to, any 
official position regarding the application or 
interpretation of such laws, 
regulations or rulings, which change or amendment 
is announced or becomes effective, on or after October 
25, 2017 with 
respect to the 2066 Notes or on or after July 25, 2018 
with respect to the 2067 Notes or (b) a taxing authority of the United 
States takes an action on or after October 25, 2017 with respect 
to the 2066 Notes or on or after July 25, 2018 with 
respect to 
the 2067 Notes, whether or not with respect to us or 
any of our affiliates, that results in a substantial probability 
that we will 
or may be required to pay such additional amounts, then 
we may, at our option, 
redeem, as a whole, but not in part, the 
applicable series of Notes on any interest payment 
date on not less than 30 nor more than 60 calendar days’ 
prior notice, at a 
redemption price equal to 100% of their principal amount, 
together with interest accrued thereon to the date fixed for 
redemption. No redemption pursuant to (b) above 
may be made unless we shall have received an opinion of independent 
counsel to the effect that an act taken by a taxing 
authority of the United States results in a substantial probability 
that we will 
or may be required to pay the additional amounts described 
herein under the heading “— Payment of Additional Amounts” 






 
 
71 
and we shall have delivered to the trustee a certificate, signed 
by a duly authorized officer, 
stating that based on such opinion 
we are entitled to redeem the Notes pursuant to their 
terms.
 
Further Issues 

We may from 
time to time, without notice to or the consent of the holders of any 
series of the Notes, create and issue 
further notes ranking equally and ratably with such series 
in all respects, or in all respects except for the payment 
of interest 
accruing prior to the issue date or except for the first payment 
of interest following the issue date of those further 
notes. Any 
further notes will have the same terms as to status, redemption 
or otherwise as, and will be fungible for United States federal 
income tax purposes with, the Notes of the applicable series. Any 
further notes shall be issued pursuant to a resolution of our 
board of directors, a supplement to the Indenture, or under 
an officers’ 
certificate pursuant to the Indenture. 

Notices 

Notices to holders of the Notes will be given only to the 
depositary, in accordance 
with its applicable policies as in 
effect from time to time. 

Prescription Period 

Any money that we deposit with the trustee or any 
paying agent for the payment of principal or any interest on 
any 
global note of any series that remains unclaimed for 
two years after the date upon which the principal and interest are 
due and 
payable will be repaid to us upon our request unless otherwise 
required by mandatory provisions of any applicable 
unclaimed 
property law. After 
that time, unless otherwise required by mandatory provisions of 
any unclaimed property law, the 
holder 
of the global note will be able to seek any payment 
to which that holder may be entitled to collect only from us. 

Governing Law 

The Notes will be governed by and interpreted in accordance 
with the laws of the State of New York. 

Special Situations Covered by Our Indenture 
Mergers and Similar Transactions 
We are generally 
permitted to consolidate or merge with another company. 
We are also permitted 
to sell 
substantially all of our assets to another company. 
However, we may not take any of 
these actions unless all the following 
conditions are met: 
●
 
Where we merge out of existence or sell our 
assets, the company we merge into or sell to may not 
be 
organized under the laws of a foreign country. 
It must be a corporation organized under 
the laws of the 
United States, any State thereof, or the District of Columbia. 

●
 
The company we merge into or sell to must agree 
to be legally responsible for our debt securities. 

●
 
The merger, sale of 
assets or other transaction must not cause a default on the securities, 
and we must not 
already be in default, unless the merger or other 
transaction would cure the default. For purposes of this no-
default test, a default would include an event of default 
that has occurred and not been cured, as described 
below under “— Default and Related Matters — Events of Default 
— What Is an Event of Default?” A 
default for this purpose would also include any event 
that would be an event of default if the requirements 
for giving us default notice or our default having to exist 
for a specific period of time were disregarded. 
Further, we may buy substantially 
all of the assets of another company without complying with any 
of the foregoing 
conditions. 






 
 
72 
Modification and Waiver 
of Holders’ Contractual Rights 
Under certain circumstances, we can make changes to the Indenture 
and the securities (including the Notes). Some 
types of changes require the approval of each security 
holder affected, some require approval by 
a majority vote, and some 
changes do not require any approval at all. 

Changes Requiring Approval 
of Holders.
 
First, there are changes that cannot be made to the securi 
ties without 
specific approval of holders. The following is a list of 
those types of changes: 
●
 
to reduce the percentage of holders of securities who 
must consent to a waiver or amendment of the 
Indenture; 

●
 
to reduce the rate of interest on any security or change the 
time for payment of interest; 

●
 
to reduce the principal due on any security or change 
the fixed maturity of any security; 

●
 
to waive a default in the payment of principal or interest 
on any security; 

●
 
to change the currency of payment on a security, 
unless the security provides for payment in a currency that 
ceases to exist; 
●
 
in the case of convertible or exchangeable securities, to 
make changes to conversion or exchange rights that 
would be adverse to the interests of holders; 

●
 
to change the right of holders to waive an existing default 
by majority vote; 

●
 
to reduce the amount of principal or interest payable 
to holders following a default or change any 
conversion or exchange rights, or impair the right of 
holders to sue for payment; and 

●
 
to make any change to this list of changes that requires 
specific approval of holders. 
Changes Requiring a Majority Vote.
 
The second type of change to the Indenture and the securities is the 
kind that 
requires a vote in favor by security holders owning a majority 
of the principal amount of the particular series affected. 
Most 
changes fall into this category, 
except as set forth in the following paragraph. The same 
vote would be required for us to 
obtain a waiver of an existing default. However, 
we cannot obtain a waiver of a payment default unless we obtain 
each 
holder’s individual consent to the waiver. 

Changes Not Requiring Approval of 
Holders.
 
The third type of change does not require any vote by holders of 
securities. This type includes, among others, clarifications 
of ambiguous contract terms, changes to make securities payable 
in U.S. dollars (if the stated denomination ceases to exist) and 
other changes that would not materially adversely affect 
holders of the securities. 

Further Details Concerning Voting.
 
When taking a vote, we will use the following rules to decide how much 
principal amount to attribute to a security: 
●
 
For securities denominated in one or more foreign currencies or 
currency units, we will use the U.S. dollar 
equivalent determined on the date of original issuance of these securities. 

Securities will not be considered outstanding, and therefore 
not eligible to vote, if we have deposited or set aside in 
trust for the applicable holders money for their payment 
or redemption. A security does not cease to be outstanding because 
we or an affiliate of us is holding the security. 

We will generally 
be entitled to set any day as a record date for the purpose 
of determining the holders of 
outstanding securities that are entitled to vote or take 
other action under the Indenture. However, 
the Indenture does not 
oblige us to fix any record date at all. If we set a record 
date for a vote or other action to be taken by holders of a 
particular 
series, that vote or action may be taken only by persons 
who are holders of outstanding securities of that series on 
the record 
date and must be taken within 90 days following the record 
date. 







 
 
73 
Holders who hold in “street name” and other indirect holders, 
including holders of any securities issued as 
global securities, should consult their banks or brokers for information 
on how approval may be granted or 
denied if we seek to change the Indenture or the securities or 
request a waiver. 
Discharge of Our Obligations 
We can fully 
discharge ourselves from any payment or other obligations 
on the securities of any series if we make a 
deposit for the applicable holders with the trustee and 
certain other conditions are met. The deposit must be held 
in trust for 
the benefit of all direct holders of the securities and 
must be a combination of money and U.S. government or U.S. 
government agency notes or bonds that will generate 
enough cash to make interest, principal and any other payments on 
the 
securities on their various due dates. 
However, we cannot discharge 
ourselves from the obligations under any convertible or 
exchangeable securities, 
unless we provide for it in the terms of these securities. 
If we accomplish full discharge, as described 
above, holders will have to rely solely on the trust deposit for 
repayment of the securities. Holders could not look 
to us for repayment in the unlikely event of any shortfall. Conversely, 
the 
trust deposit would most likely be protected from 
claims of our lenders and other creditors if we ever become bankrupt 
or 
insolvent. 
We will indemnify 
the trustee and holders against 
any tax, fee or other charge imposed on the U.S. 
government 
obligations we deposited with the trustee or against the principal 
and interest received on these obligations. 
Liens on Assets 
The Indenture does not restrict us from pledging or otherwise 
encumbering any of our assets and those of our 
subsidiaries. 
Default and Related Matters 
Ranking Compared to Other Creditors 
The securities are not secured by any of our property 
or assets. Accordingly, 
ownership of securities means each 
holder is one of our unsecured creditors. The securities are not 
subordinated to any of our other debt obligations and 
therefore 
they rank equally with all our other unsecured and unsubordinated 
indebtedness. However, the trustee has 
a right to receive 
payment for its administrative services prior to any payment 
to security holders after a default. 
Events of Default 
Holders will have special rights if an event of default occurs 
and is not cured, as described later in this subsection. 
What Is an Event of Default? 
The term “event of default” with respect to any series of 
securities means any of the 
following: 
●
 
We fail to make 
any interest payment on the securities of such series when it is due, 
and we do not cure this 
default within 90 days. 

●
 
We fail to make 
any payment of principal when it is due at the maturity 
of such series of securities or upon 
redemption. 

●
 
We fail to comply 
with any of our other agreements regarding a particular series of securities 
or with a 
supplemental indenture, and after we have been notified 
of the default by the trustee or holders of 25% in 
principal amount of the series, we do not cure the default within 
90 days. 
●
 
We file for 
bankruptcy, or other events 
in bankruptcy, insolvency 
or reorganization occur. 







 
 
74 
Remedies if an Event of Default Occurs 
Holders and the trustee will have the following remedies 
if an event of default occurs: 
Acceleration.
 
If an event of default has occurred and has not been cured or waived, 
then the trustee or the holders of 
25% in principal amount of the securities of the affected 
series may declare the entire principal amount of and any accrued 
interest on all the securities of that series to be due 
and immediately payable. An acceleration of maturity may be cancelled 
by the holders of at least a majority in principal amount 
of the securities of the affected series, if all events 
of default have 
been cured or waived. 
Special Duties of Trustee.
 
If an event of default occurs, the trustee will have some special 
duties. In that situation, 
the trustee will be obligated to use those of its rights and 
powers under the Indenture, and to use the same degree 
of care and 
skill in doing so, that a prudent person would use in 
that situation in conducting his or her own affairs. 
Other Remedies of Trustee.
 
If an event of default occurs, the trustee is authorized 
to pursue any available remedy to 
collect defaulted principal and interest and to enforce other 
provisions of the securities and the Indenture, including bringing 
a lawsuit. 
Majority Holders May Direct the 
Trustee to Take 
Actions to Protect Their Interests
. 
The trustee is not required to 
take any action under the Indenture at the request of any 
holders unless the holders offer the trustee reasonable 
protection 
from expenses and liability. 
This is called an “indemnity”. If the trustee is provided with 
an indemnity reasonably satisfactory 
to it, the holders of a majority in principal amount 
of the relevant series of debt securities may direct the time, method 
and 
place of conducting any lawsuit or other formal legal 
action seeking any remedy available to the trustee. These 
majority 
holders may also direct the trustee in performing any other 
action under the Indenture. 
Individual Actions Holders May Take 
if the Trustee Fails to Act.
 
Before a holder bypasses the trustee and brings 
such holder’s own lawsuit or other formal 
legal action or take other steps to enforce such holder’s 
rights or protect such 
holder’s interests relating to the securities, the following 
must occur: 
●
 
Such holder must give the trustee written notice that an 
event of default has occurred and remains uncured. 

●
 
The holders of 25% in principal amount of all outstanding 
securities of the relevant series must make a 
written request that the trustee take action because of 
the default, and must offer indemnity reasonably 
satisfactory to the trustee against the cost and other liabilities 
of taking that action. 

●
 
The trustee must not have taken action for 60 days after 
receipt of the above notice and offer of indemnity. 

●
 
During the 60-day period, the holders of a majority in 
principal amount of the securities of that series do 
not give the trustee a direction inconsistent with the request. 
However, a holder is entitled 
at any time to bring an individual lawsuit for the payment of the money 
due on such 
holder’s security on or after its due date. 
Waiver of Default 
The holders of a majority in principal amount of the relevant 
series of debt securities may waive a default for all the 
relevant series of debt securities. If this happens, the 
default will be treated as if it had not occurred. No one can waive 
a 
payment default on a holder’s debt security, 
however, without such holder’s 
individual approval. 
We Will 
Give the Trustee Information About Defaults 
Annually 
Every year we will give to the trustee a written statement of 
one of our officers certifying that to the 
best of his or 
her knowledge we are in compliance with the Indenture and 
all the securities under it, or else specifying any default. 
The trustee may withhold from holders notice of any 
uncured default, except for payment defaults, if it determines 
that withholding notice is in holders’ interest. 






 
 
75 
Holders who hold in “street name” and other indirect holders should 
consult their banks or brokers for 
information on how to give notice or direction to or make 
a request of the trustee and how to make or cancel a 
declaration of acceleration. 
Regarding the Trustee 

The Bank of New York 
Mellon Trust Company, 
N.A. is the trustee under the Indenture. In addition, affiliates 
of The 
Bank of New York 
Mellon Trust Company, 
N.A. may perform various commercial banking and investment 
banking services 
for us and our subsidiaries from time to time in the 
ordinary course of business. 
 







 
 
76 
DESCRIPTION OF THE 7.000% GLOBAL NOTES DUE 
2040 AND THE 4.875% GLOBAL NOTES DUE 2044
 
The following summary of AT&T’s 
above referenced 
debt securities is based on and qualified by the indenture, 
dated as of November 1, 1994, with The Bank of New York 
Mellon, acting as trustee (the “Indenture”) 
and the 7.000% 
Global Notes due 2040 (the “2040 Notes”) and the 4.875% 
Global Notes due 2044 (the “2044 Notes” and, together 
with the 
2040 Notes, the “Notes”). For a complete description 
of the terms and provisions of the Notes, 
please refer to the Indenture, 
which is filed as an exhibit to AT&T’s 
Annual Report on Form 10-K for the year ended December 
31, 2019 and to the forms 
of Notes, which are filed as exhibits to 
the Form 8-As filed with the Securities and Exchange Commission 
on May 1, 2009 
and May 30, 2012. 
General 

The 2040 Notes: 
●
 
were  issued  in 
an  aggregate  initial 
principal  amount  of 
£1,100,000,000,  which  remains 
the  amount 
outstanding, subject to our ability to 
issue additional 2040 Notes which may be 
of the same series as 
the 2040 
Notes as described under “— Further Issues”; 
●
 
mature on April 30, 2040; 
●
 
bear interest at the rate of 7.000% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by 
us at the time 
described below under 
“— 
Optional Redemption” and 
in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not 
subject to any sinking fund. 

The 2044 Notes: 
●
 
were  issued  in 
an  aggregate  initial 
principal  amount  of 
£1,250,000,000,  which  remains 
the  amount 
outstanding, subject to our ability to 
issue additional 2044 Notes which may be 
of the same series as 
the 2044 
Notes as described under “— Further Issues”; 
●
 
mature on June 1, 2044; 
●
 
bear interest at the rate of 4.875% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by 
us at the time 
described below under 
“— 
Optional Redemption” and 
in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The Notes are unsecured and unsubordinated obligations 
and rank 
pari passu 
with all other indebtedness issued 
under our Indenture. Each series of Notes constitutes a separate 
series under the Indenture. The Notes are issued in fully 
registered form only and (i) with respect to the 2040 Notes, 
in minimum denominations of £50,000 and integral multiples of 
£50,000 thereafter and (ii) with respect to the 2044 Notes, 
in minimum denominations of £100,000 and integral multiples of 
£1,000 in excess thereof. Principal and interest payments 
of the Notes are payable by us in pound sterling. Payments of 
principal, interest and additional amounts, if any, 
in respect of the Notes will be made to the Depository Trust 
Company, 
Euroclear System, Clearstream Banking S.A. or such 
nominee or common depositary, 
as the case may be, as registered 
holder thereof. 






 
 
77 
For purposes of the 2040 Notes, a business day means any 
day other than a Saturday or Sunday or a day on which 
banking institutions in the City of New York 
or the City of London are authorized or required by law 
or executive order to 
close. 
For purposes of the 2044 Notes, a business day means a 
business day in the City of New York 
and London.
 
Interest 
The 2040 Notes bear interest at the rate of 7.000% per 
annum and the 2044 Notes bear interest at the rate of 4.875% 
per annum. 

We pay interest 
on the 2040 Notes annually in arrears on April 30, commencing 
on April 30, 2010, to the persons in 
whose names our 2040 Notes are registered at the close of 
business on the April 15 preceding each interest payment date. 
We 
pay interest on the 2044 Notes annually in arrears on 
June 1, commencing on June 1, 2013, to the persons in whose 
names the 
2044 Notes are registered at the close of business on the 
May 15 preceding the interest payment date. 

The 2040 Notes mature on April 30, 2040 and the 2044 
Notes will mature on June 1, 2044. 

Interest on the Notes is computed on the basis of the actual 
number of days in the period for which interest is being 
calculated and the actual number of days from and including 
the last date on which interest was paid on the Notes, to 
but 
excluding the next scheduled interest payment date. 
This payment convention is referred to as ACTUAL/ACTUAL (ICMA) 
as defined in the rulebook of the International Capital Market 
Association. 
 
Optional Redemption of the Notes 

The Notes of each series will be redeemable, as a whole 
or in part, at our option, at any time and from time to time 
on at least 30 days’, but not more than 60 days’, prior 
notice mailed to the registered address of each holder of the 
Notes of 
that series. The redemption price will be equal to 
the greater of (1) 100% of the principal amount of the Notes of that 
series to 
be redeemed or (2) the sum of the present values of the 
Remaining Scheduled Payments (as defined below) discounted 
to the 
redemption date, on an annual basis (actual/actual (ICMA)), 
at a rate equal to the Treasury Rate (as defined 
below) and 25 
basis points for each series of the Notes. In either case, 
accrued interest will be payable to the redemption date. 
 
“
Treasury Rate
” means the price, expressed as a percentage (rounded 
to three decimal places, 0.0005 being rounded 
upwards), at which the gross redemption yield (as calculated by 
the trustee) on the Notes of the applicable series, if they were 
to be purchased at such price on the third dealing day 
prior to the date fixed for redemption, would be equal to the 
gross 
redemption yield on such dealing day of the Reference Bond 
(as defined below) on the basis of the middle market 
price of the 
Reference Bond prevailing at 11:00 
a.m. (London time) on such dealing day as determined by the 
trustee. 
 
“
Reference Bond
” means, in relation to any Treasury Rate calculation, 
at the discretion of the trustee, a United 
Kingdom government bond whose maturity is closest to the 
maturity of the Notes of the applicable series, or if the 
trustee in 
its discretion considers that such similar bond is not 
in issue, such other United Kingdom government bond as 
the trustee 
may, with the 
advice of three brokers of, and/or market makers in, United Kingdom 
government bonds selected by the 
trustee, determine to be appropriate for determining 
the Treasury Rate. 
 
“
Remaining Scheduled Payments
” means, with respect to each Note of a series to be redeemed, 
the remaining 
scheduled payments of principal of and interest on 
the Note that would be due after the related redemption date 
but for the 
redemption. If that redemption date is not an interest payment 
date with respect to the applicable series of Notes, the amount 
of the next succeeding scheduled interest payment on 
the Notes will be reduced by the amount of interest accrued on the 
Notes to the redemption date. 
 
On and after the redemption date, interest will cease to accrue 
on the Notes or any portion of the Notes called for 
redemption unless we default in the payment of the 
redemption price and accrued interest. On or before the redemption 
date, 
we will deposit with a paying agent or the trustee money 
sufficient to pay the redemption price of and accrued 
interest on the 
Notes to be redeemed on that date. 
 
In the case of any partial redemption, selection of the 
Notes of a series will be made by the trustee by lot or by such 
other method as the trustee in its sole discretion deems to be 
fair and appropriate. 
 






 
 
78 
Redemption for Taxation 
Reasons 

If (a) as a result of any change in, or amendment to, the laws 
or regulations of a Relevant Jurisdiction (as defined 
below under “Interpretation”), or any change in the official 
interpretation of the laws or regulations of a Relevant 
Jurisdiction, which change or amendment becomes effective 
after April 24, 2009 with respect to the 2040 Notes and May 22, 
2012 with respect to the 2044 Notes, on the next Interest 
Payment Date we would be required to pay additional amounts as 
provided or referred to below under “— Payment Without 
Withholding” and (b) the requirement 
cannot be avoided by our 
taking reasonable measures available to us, we may 
at our option, having given not less than 30 nor more than 60 days’ 
notice to the holders of Notes of each applicable series (which 
notice shall be irrevocable), redeem all, but not a portion 
of, 
the applicable series of Notes at any time at their principal 
amount together with interest accrued to, but excluding, the 
date of 
redemption provided that no such notice of redemption 
shall be given earlier than 90 days prior to the earliest date 
on which 
we would be obliged to pay such additional amounts were a 
payment in respect of the applicable series of Notes then 
due. 
Prior to the publication of any notice of redemption pursuant 
to this paragraph, we shall deliver to the trustee a certificate 
signed by two of our executive officers stating 
that the requirement referred to in (a) above will apply on the 
next Interest 
Payment Date and setting forth a statement of facts showing that 
the conditions precedent to the right of AT&T 
so to redeem 
have occurred, cannot be avoided by us taking reasonable 
measures available to us and an opinion of independent legal 
advisers of recognized international standing to the effect 
that AT&T 
has or will become obliged to pay such additional 
amounts as a result of the change or amendment, in 
each case to be held by the trustee and made available for viewing 
at the 
offices of the trustee on request by any 
holder of each applicable series of Notes. 
 
Payment Without Withholding 

All payments in respect of the Notes by or on behalf of 
AT&T 
shall be made without withholding or deduction for, 
or on account of, any present or future taxes, duties, assessments 
or governmental charges 
of whatever nature (“Taxes”) 
imposed, collected, withheld, assessed or levied by or 
on behalf of the Relevant Jurisdiction, unless the withholding 
or 
deduction of the Taxes 
is required by law. 
In that event, we will pay such additional amounts to a holde 
r 
who is a United 
States Alien (as defined below) as may be necessary in 
order that the net amounts received by the holder after the 
withholding or deduction shall equal the respective amounts 
which would have been receivable in respect of each 
applicable 
series of the Notes in the absence of the withholding or deduction; 
except that no such additional amounts shall be payable in 
relation to any payment in respect of any Note: 

(a) where such withholding or deduction would not have 
been so imposed but for: 
 
(i) in the case of payment by AT&T, 
the existence of any present or former connection between 
the holder of the Note (or between a fiduciary, 
settlor, shareholder, 
beneficiary or member of the holder of 
the Note, if such holder is an estate, a trust, a corporation 
or a partnership) and the United States, including, 
without limitation, such holder (or such fiduciary, 
settlor, shareholder, 
beneficiary or member) being or 
having been a citizen or resident or treated as a resident 
thereof, or being or having been engaged in trade 
or business or presence therein, or having or having had 
a permanent establishment 
therein; 
 
(ii) in the case of payment by AT&T, 
the present or former status of the holder of the Note 
as a 
personal holding company, 
a foreign personal holding company, 
a passive foreign investment company, 
or 
a controlled foreign corporation for United States federal 
income tax purposes or a corporation which 
accumulates earnings to avoid United States federal income 
tax; 
 
(iii) in the case of payment by AT&T, 
the past or present or future status of the holder of the Note 
as the actual or constructive owner of 10% or more 
of either the total combined voting power of all classes 
of stock of AT&T 
entitled to vote if AT&T 
was treated as a corporation, or the capital or profits interest in 
AT&T, 
if AT&T 
is treated as a partnership for United States federal income tax 
purposes or as a bank 
receiving interest described in Section 881(c) (3) (A) 
of the Internal Revenue 
Code of 1986, as amended; or 
 
(iv) the failure by the holder of the Note to comply with 
any certification, identification or other 
reporting requirements concerning the nationality, 
residence, identity or connection with the United States 
(in the case of payment by AT&T) 
of such holder, if compliance is required 
by statute or by regulation as a 
precondition to exemption from such withholding 
or deduction; 
 
(b) in the case of payment by AT&T 
to any United States Alien, if such person is a fiduciary or 
partnership 
or other than the sole beneficial owner of any such payment, 
to the extent that a beneficiary or settlor with respect to 






 
 
79 
such fiduciary, a 
member of such partnership or the beneficial owner would not 
have been entitled to the additional 
amounts had such beneficiary, 
settlor, member or beneficial owner 
been the bearer of such Note. 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; 
 
(c) to the extent that the withholding or deduction is as a 
result of the imposition of any gift, inheritance, 
estate, sales, transfer, personal property 
or any similar tax, assessment or other governmental charge; 
 
(d) to, or to a third party on behalf of, a holder who is liable for 
the Taxes in respect 
of the Notes by reason 
of his having any or some present or former connection, 
including but not limited to fiscal residency, 
fiscal deemed 
residency and substantial interest shareholdings, with the 
Relevant Jurisdiction, other than the mere holding of the 
Notes; 
 
(e) presented for payment more than 30 days after the 
Relevant Date except to the extent that a holder 
would have been entitled to additional amounts on 
presenting the relevant Notes for payment on the last day of the 
period of 30 days assuming that day to have been an Interest 
Payment Date; 
 
(f) any tax, assessment or other governmental charge 
required to be withheld by any paying agent from 
any 
payment of principal or of interest on any Notes, if such 
payment can be made without withholding by any other 
paying agent; 
 
(g) 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 our 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; 
 
(h) 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 becomes effective 
after the day on which the 
payment becomes due or is duly provided for, 
whichever occurs later; or 
 
(i) any combination of (a), (b), (c), (d), (e), (f), (g) 
or (h). 
 
Interpretation 

As used in this description: 
(a) “Relevant Date” means the date on which the payment 
first becomes due but, if the full amount of the 
money payable has not been received by the trustee on 
or before the due date, it means the date which is seven days 
after the date on which, the full amount of the money 
having been so received, notice to that effect shall have 
been 
duly given to the holders of Notes by us; and 
 
(b) “Relevant Jurisdiction” means the State of Delaware 
and the United States or any political subdivision 
or any authority thereof or therein having power to tax or 
any other jurisdiction or any political subdivision or any 
authority thereof or therein having power to tax to which 
we become subject in respect of payments made by it of 
principal and interest on the Notes. 
 
Additional Amounts 

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. 
 






 
 
80 
Further Issues 

We may from 
time to time, without notice to or the consent of the holders of any 
series of the Notes, create and issue 
further notes ranking equally and ratably with such series 
in all respects, or in all respects except for the payment 
of interest 
accruing prior to the issue date or except for the first payment 
of interest following the issue date of those further 
notes. Any 
further notes will have the same terms as to status, redemption 
or otherwise as the Notes of the applicable series. Any 
further 
notes shall be issued pursuant to a resolution of our 
board of directors, a supplement to the Indenture, or under 
an officers’ 
certificate pursuant to the Indenture. 
 
Governing Law 

The Notes will be governed by and interpreted in accordance 
with the laws of the State of New York. 

Special Situations Covered by Our Indenture 
Mergers and Similar Transactions
 
We are generally 
permitted to consolidate or merge with another company. 
We are also permitted 
to sell 
substantially all of our assets to another company, 
or to buy substantially all of the assets of another company. 
However, we 
may not take any of these actions unless all the following 
conditions are met: 
●
 
Where we merge out of existence or sell our 
assets, the company we merge into or sell to may not 
be 
organized under the laws of a foreign country. 
It must be a corporation organized under 
the laws of the 
United States, any State thereof, or the District of Columbia. 

●
 
The company we merge into or sell to must agree 
to be legally responsible for our debt securities. 

●
 
The merger, sale of 
assets or other transaction must not cause a default on the securities, 
and we must not 
already be in default, unless the merger or other 
transaction would cure the default. For purposes of this no-
default test, a default would include an event of default 
that has occurred and not been cured, as described 
below under “— Default and Related Matters — Events of Default 
— What Is an Event of Default?” A 
default for this purpose would also include any event 
that would be an event of default if the requirements 
for giving us default notice or our default having to exist 
for a specific period of time were disregarded. 
Modification and Waiver 
of Holders’ Contractual Rights
 
Under certain circumstances, we can make changes to the Indenture 
and the securities (including the Notes). Some 
types of changes require the approval of each security 
holder affected, some require approval by 
a majority vote, and some 
changes do not require any approval at all. 

Changes Requiring Approval 
of Holders.
 
First, there are changes that cannot be made to the securities without 
specific approval of holders. The following is a list of 
those types of changes: 
●
 
to reduce the percentage of holders of securities who 
must consent to a waiver or amendment of the 
Indenture; 

●
 
to reduce the rate of interest on any security or change the 
time for payment of interest; 

●
 
to reduce the principal due on any security or change 
the fixed maturity of any security; 

●
 
to waive a default in the payment of principal or interest 
on any security; 

●
 
to change the currency of payment on a security; 
●
 
in the case of convertible or exchangeable securities, to 
make changes to conversion or exchange rights that 
would be adverse to the interests of holders; 







 
 
81 
●
 
to change 
the right of holders to waive an existing default by majority 
vote; 

●
 
to reduce the amount of principal or interest payable 
to holders following a default or change any 
conversion or exchange rights, or impair the right of 
holders to sue for payment; and 

●
 
to make any change to this list of changes that requires 
specific approval of holders. 
Changes Requiring a Majority Vote.
 
The second type of change to the Indenture and the securities is the 
kind that 
requires a vote in favor by security holders owning a majority 
of the principal amount of the particular series affected. 
Most 
changes fall into this category, 
except for clarifying changes and certain other changes 
that would not adversely affect holders 
of the securities. The same vote would be required for us 
to obtain a waiver of an existing default. However, 
we cannot 
obtain a waiver of a payment default unless we obtain 
each holder’s individual consent to the waiver. 

Changes Not Requiring Approval of 
Holders.
 
The third type of change does not require any vote by holders of 
securities. This type includes, among others, clarifications 
of ambiguous contract terms and other changes that would not 
materially adversely affect holders of the 
securities. 

Further Details Concerning Voting.
 
When taking a vote, we will use the following rules to decide how much 
principal amount to attribute to a security: 
●
 
For securities denominated in one or more foreign currencies or 
currency units, we will use the U.S. dollar 
equivalent determined on the date of original issuance of these securities. 

Securities will not be considered outstanding, and therefore 
not eligible to vote, if we have deposited or set aside in 
trust for the applicable holders money for their payment 
or redemption. A security does not cease to be outstanding because 
we or an affiliate of us is holding the security. 

We will generally 
be entitled to set any day as a record date for the purpose 
of determining the holders of 
outstanding securities that are entitled to vote or take 
other action under the Indenture. However, 
the Indenture does not 
oblige us to fix any record date at all. If we set a record 
date for a vote or other action to be taken by holders of a 
particular 
series, that vote or action may be taken only by persons 
who are holders of outstanding securities of that series on 
the record 
date and must be taken within 90 days following the record 
date. 

Holders who hold in “street name” and other indirect holders, 
including holders of any securities issued as 
global securities, should consult their banks or brokers for information 
on how approval may be granted or 
denied if we seek to change the Indenture or the securities or 
request a waiver. 
Discharge of Our Obligations 
We can fully 
discharge ourselves from any payment or other obligations 
on the securities of any series if we make a 
deposit for the applicable holders with the trustee and 
certain other conditions are met. The deposit must be held 
in trust for 
the benefit of all direct holders of the securities and 
must be a combination of money and U.S. government or U.S. 
government agency notes or bonds that will generate 
enough cash to make interest, principal and any other payments on 
the 
securities on their various due dates. 
However, we cannot discharge 
ourselves from the obligations under any convertible or 
exchangeable securities, 
unless we provide for it in the terms of these securities. 
If we accomplish full discharge, as described 
above, holders will have to rely solely on the trust deposit for 
repayment of the securities. Holders could not look 
to us for repayment in the unlikely event of any shortfall. Conversely, 
the 
trust deposit would most likely be protected from 
claims of our lenders and other creditors if we ever become bankrupt 
or 
insolvent. 
We will indemnify 
the trustee and holders against 
any tax, fee or other charge imposed on the U.S. 
government 
obligations we deposited with the trustee or against the principal 
and interest received on these obligations. 






 
 
82 
Liens on Assets 
The Indenture does not restrict us from pledging or otherwise 
encumbering any of our assets and those of our 
subsidiaries. 
Default and Related Matters 
Ranking Compared to Other Creditors 
The securities are not secured by any of our property 
or assets. Accordingly, 
ownership of securities means each 
holder is one of our unsecured creditors. The securities are not 
subordinated to any of our other debt obligations and 
therefore 
they rank equally with all our other unsecured and unsubordinated 
indebtedness. However, the trustee has 
a right to receive 
payment for its administrative services prior to any payment 
to security holders after a default. 
Events of Default
 
Holders will have special rights if an event of default occurs 
and is not cured, as described later in this subsection. 
What Is an Event of Default? 
The term “event of default” with respect to any series of 
securities means any of the 
following: 
●
 
We fail to make 
any interest payment on the securities of such series when it is due, 
and we do not cure this 
default within 90 days. 

●
 
We fail to make 
any payment of principal when it is due at the maturity 
of such series of securities or upon 
redemption. 

●
 
We fail to comply 
with any of our other agreements regarding a particular series of securities 
or with a 
supplemental indenture, and after we have been notified 
of the default by the trustee or holders of 25% in 
principal amount of the series, we do not cure the default within 
90 days. 

●
 
We file for 
bankruptcy, or other 
events in bankruptcy, 
insolvency or reorganization occur. 

Remedies if an Event of Default Occurs
 
Holders and the trustee will have the following remedies 
if an event of default occurs: 
Acceleration.
 
If an event of default has occurred and has not been cured or waived, 
then the trustee or the holders of 
25% in principal amount of the securities of the affected 
series may declare the entire principal amount of and any accrued 
interest on all the securities of that series to be due 
and immediately payable. An acceleration of maturity may be cancelled 
by the holders of at least a majority in principal amount 
of the securities of the affected series, if all event 
s 
of default have 
been cured or waived. 
Special Duties of Trustee.
 
If an event of default occurs, the trustee will have some special 
duties. In that situation, 
the trustee will be obligated to use those of its rights and 
powers under the Indenture, and to use the same degree 
of care and 
skill in doing so, that a prudent person would use in 
that situation in conducting his or her own affairs. 
Other Remedies of Trustee.
 
If an event of default occurs, the trustee is authorized 
to pursue any available remedy to 
collect defaulted principal and interest and to enforce other 
provisions of the securities and the Indenture, including bringing 
a lawsuit. 
Majority Holders May Direct the 
Trustee to Take 
Actions to Protect Their Interests
. 
The trustee is not required to 
take any action under the Indenture at the request of any 
holders unless the holders offer the trustee reasonable 
protection 
from expenses and liability. 
This is called an “indemnity”. If the trustee is provided with 
an indemnity reasonably satisfactory 
to it, the holders of a majority in principal amount 
of the relevant series of debt securities may direct the time, method 
and 
place of conducting any lawsuit or other formal legal 
action seeking any remedy available to the trustee. These 
majority 
holders may also direct the trustee in performing any other 
action under the Indenture. 






 
 
83 
Individual Actions Holders May Take 
if the Trustee Fails to Act.
 
Before a holder bypasses the trustee and bring such 
holder’s own lawsuit or other formal legal 
action or take other steps to enforce such holder’s rights 
or protect such holder’s 
interests relating to the securities, the following must occur: 
●
 
Such holder must give the trustee written notice that an 
event of default has occurred and remains uncured. 

●
 
The holders of 25% in principal amount of all outstanding 
securities of the relevant series must make a 
written request that the trustee take action because of 
the default, and must offer indemnity reasonably 
satisfactory to the trustee against the cost and other liabilities 
of taking that action. 

●
 
The trustee must not have taken action for 60 days after 
receipt of the above notice and offer of indemnity. 

●
 
During the 60-day period, the holders of a majority in 
principal amount of the securities of that series do 
not give the trustee a direction inconsistent with the request. 
However, a holder is entitled 
at any time to bring an individual lawsuit for the payment of the money 
due on such 
holder’s security on or after its due date. 
Waiver of Default
 
The holders of a majority in principal amount of the relevant 
series of debt securities may waive a default for all the 
relevant series of debt securities. If this happens, the 
default will be treated as if it had not occurred. No one can waive 
a 
payment default on a holder’s debt security, 
however, without such holder’s 
individual approval. 
We Will 
Give the Trustee Information About Defaults 
Annually
 
Every year we will give to the trustee a written statement of 
one of our officers certifying that to the 
best of his or 
her knowledge we are in compliance with the Indenture and 
all the securities under it, or else specifying any default. 
The trustee may withhold from holders notice of any 
uncured default, except for payment defaults, if it determines 
that withholding notice is in holders’ interest. 
Holders who hold in “street name” and other 
indirect holders should consult their banks or brokers 
for 
information on how to give notice or direction 
to or make a request of the trustee and how to 
make or cancel 
a declaration of acceleration. 
Regarding the Trustee 
The Bank of New York 
Mellon is the trustee under the Indenture. In addition, affiliates 
of The Bank of New York 
Mellon may perform various commercial banking and 
investment banking services for us and our subsidiaries from time 
to 
time in the ordinary course of business. 
 







 
 
84 
DESCRIPTION OF THE 4.250% GLOBAL NOTES DUE 
2043 
The following summary of AT&T’s 
above referenced 
debt securities is based on and qualified by the indenture, 
dated as of May 15, 2013, with The Bank of New York 
Mellon Trust Company, 
N.A., acting as trustee (the “Indenture”) 
and 
the 4.250% Global Notes due 2043 (the “Notes”). For 
a complete description of the terms and provisions 
of the Notes, 
please refer to the Indenture, 
which is filed as an exhibit to AT&T’s 
Annual Report on Form 10-K for the year ended 
December 31, 2019 and to the form of Notes, which is filed as an 
exhibit to the Form 8-A filed with the Securities and 
Exchange Commission on May 15, 2013. 
General 
The Notes: 
●
 
were issued in an aggregate initial principal amount 
of £1,000,000,000, which remains the amount 
outstanding, subject to our ability to issue additional Notes 
which may be of the same series as the Notes as 
described under “— Further Issues”; 
●
 
mature on June 1, 2043; 
●
 
bear interest at the rate of 4.250% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The Notes are unsecured and unsubordinated obligations 
and rank 
pari passu 
with all other indebtedness issued 
under our Indenture. The Notes constitute a single series under 
the Indenture. The Notes are issued in fully registered form 
only and in minimum denominations of £100,000 and 
integral multiples of £1,000 in excess thereof. Principal 
and interest 
payments on the Notes are payable by us in pound sterling. 
Payments of principal, interest and additional amounts, if 
any, in 
respect of the Notes will be made to Euroclear System, 
Clearstream Banking S.A. or such nominee or common 
depositary, as 
the case may be, as registered holder thereof. Under the 
terms of the Indenture, if the pound sterling ceases to exist when 
payments on the Notes are due under any circumstances, 
AT&T 
may supplement the Indenture to allow for payment 
in U.S. 
dollars. 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. 
For purposes of the Notes, a business day means a business day 
in the City of New York 
and London. 
Interest 
The Notes bear interest at the rate of 4.250% per annum. 
We pay interest 
on the Notes annually in arrears on June 1, 
commencing on June 1, 2014, to the persons in whose 
names the Notes are registered at the close of business on 
the May 15 
preceding the interest payment date. The Notes will mature 
on June 1, 2043. 
Interest on the Notes is computed on the basis of the actual 
number of days in the period for which interest is being 
calculated and the actual number of days from and including 
the last date on which interest was paid on the Notes, to 
but 
excluding the next scheduled interest payment date. 
This payment convention is referred to as ACTUAL/ACTUAL (ICMA) 
as defined in the rulebook of the International Capital Market 
Association. 

Optional Redemption 

At any time prior to December 1, 2042, the Notes will be redeemable, 
as a whole or in part, at our option, at any 
time and from time to time on at least 30 days’, but not 
more than 60 days’, prior notice mailed to the registered 
address of 
each holder of the Notes. The redemption price will 
be equal to the greater of (1) 100% of the principal amount of 
the Notes 
to be redeemed or (2) the sum of the present values 
of the Remaining Scheduled Payments (as defined below) 
discounted to 






 
 
85 
the redemption date, on an annual basis (ACTUAL/ACTUAL 
(ICMA)), at a rate equal to the Treasury 
Rate (as defined 
below) and 20 basis points for the Notes. In either case, 
accrued interest will be payable to the redemption date. 
At any time 
on or after December 1, 2042, we have the option 
to redeem the Notes, as a whole or in part, on at least 30 days’, 
but not 
more than 60 days’, prior notice mailed to the registered 
address of each holder of the Notes at a redemption price equal 
to 
100% of the principal amount of the Notes to be redeemed. 
Accrued interest will be payable to the redemption date. 
 
“
Treasury Rate
” means the price, expressed as a percentage (rounded 
to three decimal places, 0.0005 being rounded 
upwards), at which the gross redemption yield on the Notes, 
if they were to be purchased at such price on the 
third dealing 
day prior to the date fixed for redemption, would be 
equal to the gross redemption yield on such dealing day of the 
Reference 
Bond (as defined below) on the basis of the middle market 
price of the Reference Bond prevailing at 11:00 
a.m. (London 
time) on such dealing day as determined by the Company 
or an investment bank appointed by the Company. 
 
“
Reference Bond
” means, in relation to any Treasury Rate calculation, 
a United Kingdom government bond whose 
maturity is closest to the maturity of the Notes, or if 
the Company or an investment bank appointed by the Company 
considers that such similar bond is not in issue, such 
other United Kingdom government bond as the Company 
or an 
investment bank appointed by the Company, 
with the advice of three brokers of, and/or market makers in, 
United Kingdom 
government bonds selected by the Company or an investment 
bank appointed by the Company, 
determine to be appropriate 
for determining such Treasury Rate. 
 
“
Remaining Scheduled Payments
” means, with respect to each Note to be redeemed, the 
remaining scheduled 
payments of principal of and interest on the Note that would 
be due after the related redemption date but for the redemption. 
If that redemption date is not an interest payment date 
with respect to a Note, the amount of the next succeeding 
scheduled 
interest payment on the Note will be reduced by 
the amount of interest accrued on the Note to the redemption 
date. 
 
On and after the redemption date, interest will cease to accrue 
on the Notes or any portion of the Notes called for 
redemption unless we default in the payment of the 
redemption price and accrued interest. On or before the redemption 
date, 
we will deposit with a paying agent or the trustee money 
sufficient to pay the redemption price of and accrued 
interest on the 
Notes to be redeemed on that date. 
In the case of any partial redemption, selection of the 
Notes will be made by the trustee by lot or by such other 
method as the trustee in its sole discretion deems to 
be fair and appropriate. 
Redemption for Taxation 
Reasons 
If (a) as a result of any change in, or amendment to, the laws 
or regulations of a Relevant Jurisdiction (as defined 
below under “Interpretation”), or any change in the official 
interpretation of the laws or regulations of a Relevant 
Jurisdiction, which change or amendment becomes effective 
after May 8, 2013, on the next Interest Payment Date we 
would 
be required to pay additional amounts as provided 
or referred to below under “— Payment Without 
Withholding” and (b) the 
requirement cannot be avoided by our taking reasonable 
measures available to us, we may at our option, having given 
not 
less than 30 nor more than 60 days’ notice to the holders 
of Notes (which notice shall be irrevocable), redeem all, 
but not a 
portion of, the Notes at any time at their principal amount 
together with interest accrued to, but excluding, the date of 
redemption provided that no such notice of redemption 
shall be given earlier than 90 days prior to the earliest date 
on which 
we would be obliged to pay such additional amounts were a 
payment in respect of the Notes then due. Prior to the publication 
of any notice of redemption pursuant to this paragraph, 
we shall deliver to the trustee a certificate signed by two of our 
executive officers stating that the requirement 
referred to in (a) above will apply on the next Interest Payment 
Date and 
setting forth a statement of facts showing that the conditions 
precedent to the right of AT&T 
so to redeem have occurred, 
cannot be avoided by us taking reasonable measures available 
to us and an opinion of independent legal advisers of 
recognized international standing to the effect 
that AT&T 
has or will become obliged to pay such additional amoun 
ts as a 
result of the change or amendment, in each case to be 
held by the trustee and made available for viewing at the offices 
of the 
trustee on request by any holder of the Notes. 

Payment Without Withholding 

All payments in respect of the Notes by or on behalf of 
AT&T 
shall be made without withholding or deduction for, 
or on account of, any present or future taxes, duties, assessments 
or governmental charges of whatever nature 
(“Taxes”) 
imposed, collected, withheld, assessed or levied by or 
on behalf of the Relevant Jurisdiction, unless the withholding 
or 
deduction of the Taxes 
is required by law. 
In that event, we will pay such additional amounts to a holder 
who is a United 
States Alien (as defined below) as may be necessary in 
order that the net amounts received by the holder after the 






 
 
86 
withholding or deduction shall equal the respective amounts 
which would have been receivable in respect of the 
Notes in the 
absence of the withholding or deduction; except that no 
such additional amounts shall be payable in relation to any 
payment 
in respect of any Note: 
 
(a) where such withholding or deduction would not have 
been so imposed but for: 
 
(i) in the case of payment by AT&T, 
the existence of any present or former connection between 
the holder of the Note (or between a fiduciary, 
settlor, shareholder, 
beneficiary or member of the holder of 
the Note, if such holder is an estate, a trust, a corporation 
or a partnership) and the United States, including, 
without limitation, such holder (or such fiduciary, 
settlor, shareholder, 
beneficiary or member) being or 
having been a citizen or resident or treated as a resident 
thereof, or being or having been engaged in trade 
or business or presence therein, or having or having had 
a permanent establishment therein; 

(ii) in the case of payment by AT&T, 
the present or former status of the holder of the Note 
as a 
personal holding company, 
a foreign personal holding company, 
a passive foreign investment company, 
or 
a controlled foreign corporation for United States federal 
income tax purposes or a corporation which 
accumulates earnings to avoid United States federal income 
tax; 

(iii) in the case of payment by AT&T, 
the past or present or future status of the holder of the Note 
as the actual or constructive owner of 10% or more 
of either the total combined voting power of all classes 
of stock of AT&T 
entitled to vote if AT&T 
was treated as a corporation, or the capital or profits interest in 
AT&T, 
if AT&T 
is treated as a partnership for United States federal income tax 
purposes or as a bank 
receiving interest described in Section 881(c)(3)(A) 
of the Internal Revenue Code of 1986, as amended; or 

(iv) the failure by the holder of the Note to comply with 
any certification, identification or other 
reporting requirements concerning the nationality, 
residence, identity or connection with the United States 
(in the case of payment by AT&T) 
of such holder, if compliance is required 
by statute or by regulation as a 
precondition to exemption from such withholding 
or deduction; 

(b) in the case of payment by AT&T 
to any United States Alien, if such person is a fiduciary or 
partnership 
or other than the sole beneficial owner of any such payment, 
to the extent that a beneficiary or settlor with respect to 
such fiduciary, a 
member of such partnership or the beneficial owner would not 
have been entitled to the additional 
amounts had such beneficiary, 
settlor, member or beneficial owner 
been the bearer of such Note. 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; 
 
(c) to the extent that the withholding or deduction is as a 
result of the imposition of any gift, inheritance, 
estate, sales, transfer, personal property 
or any similar tax, assessment or other governmental charge; 
 
(d) to, or to a third party on behalf of, a holder who is liable for 
the Taxes in respect 
of the Notes by reason 
of his having any or some present or former connection, 
including but not limited to fiscal residency, 
fiscal deemed 
residency and substantial interest shareholdings, with the 
Relevant Jurisdiction, other than the mere holding of the 
Notes; 
 
(e) presented for payment more than 30 days after the 
Relevant Date except to the extent that a holder 
would have been entitled to additional amounts on 
presenting the relevant Notes for payment on the last day of the 
period of 30 days assuming that day to have been an Interest 
Payment Date; 
 
(f) any tax, assessment or other governmental charge 
required to be withheld by any paying agent from 
any 
payment of principal or of interest on any Notes, if such 
payment can be made without withholding by any other 
paying agent; 
 
(g) 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 our Notes, if compliance is required by statute, by regulation 
of the United States Treasury Department or 
by an 






 
 
87 
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; 
 
(h) 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 becomes effective 
after the day on which the 
payment becomes due or is duly provided for, 
whichever occurs later; or 
 
(i) any combination of (a), (b), (c), (d), (e), (f), (g) 
or (h). 
 
Interpretation 

As used in this description: 
 
(a) “Relevant Date” means the date on which the payment 
first becomes due but, if the full amount of the 
money payable has not been received by the trustee on 
or before the due date, it means the date which is seven days 
after the date on which, the full amount 
of the money having been so received, notice to that effect 
shall have been 
duly given to the holders of Notes by us; and 
 
(b) “Relevant Jurisdiction” means the State of Delaware 
and the United States or any political subdivision 
or any authority thereof or therein having power to tax or 
any other jurisdiction or any political subdivision or any 
authority thereof or therein having power to tax to which 
we become subject in respect of payments made by it of 
principal and interest on the Notes. 

Additional Amounts 

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. 

Further Issues 

We may from 
time to time, without notice to or the consent of the holders of the 
Notes, create and issue further 
notes ranking equally and ratably with such Notes in all 
respects, or in all respects except for the payment of interest 
accruing 
prior to the issue date or except for the first payment 
of interest following the issue date of those further notes. 
Any further 
notes will have the same terms as to status, redemption 
or otherwise as the Notes. Any further notes shall be issued 
pursuant 
to a resolution of our board of directors, a supplement 
to the Indenture, or under an officers’ certificate pursuant 
to the 
Indenture. 

Governing Law 
The Notes will be governed by and interpreted in accordance 
with the laws of the State of New York. 

Special Situations Covered by Our Indenture 
Mergers and Similar Transactions 
We are generally 
permitted to consolidate or merge with another company. 
We are also permitted 
to sell 
substantially all of our assets to another company. 
However, we may not take any of 
these actions unless all the following 
conditions are met: 
●
 
Where we merge out of existence or sell our 
assets, the company we merge into or sell to may not 
be 
organized under the laws of a foreign country. 
It must be a corporation organized under 
the laws of the 
United States, any State thereof, or the District of Columbia. 

●
 
The company we merge into or sell to must agree 
to be legally responsible for our debt securities. 

●
 
The merger, sale of 
assets or other transaction must not cause a default on the securities, 
and we must not 
already be in default, unless the merger or other 
transaction would cure the default. For purposes of this no-






 
 
88 
default test, a default would include an event of default 
that has occurred and not been cured, as described 
below under “— Default and Related Matters — Events of Default 
— What Is an Event of Default?” A 
default for this purpose would also include any event 
that would be an event of default if the requirements 
for giving us default notice or our default having to exist 
for a specific period of time were disregarded. 
Further, we may buy substantially 
all of the assets of another company without complying with any 
of the foregoing 
conditions. 
Modification and Waiver 
of Holders’ Contractual Rights 
Under certain circumstances, we can make changes to the Indenture 
and the securities (including the Notes). Some 
types of changes require the approval of each security 
holder affected, some require approval by 
a majority vote, and some 
changes do not require any approval at all. 

Changes Requiring Approval 
of Holders.
 
First, there are changes that cannot be made to the securities without 
specific approval of holders. The following is a list of 
those types of changes: 
●
 
to reduce the percentage of holders of securities who 
must consent to a waiver or amendment of the 
Indenture; 

●
 
to reduce the rate of interest on any security or change the 
time for payment of interest; 

●
 
to reduce the principal due on any security or change 
the fixed maturity of any security; 

●
 
to waive a default in the payment of principal 
or interest on any security; 

●
 
to change the currency of payment on a security, 
unless the security provides for payment in a currency that 
ceases to exist; 
●
 
in the case of convertible or exchangeable securities, to 
make changes to conversion or exchange rights that 
would be adverse to the interests of holders; 

●
 
to change the right of holders to waive an existing default 
by majority vote; 

●
 
to reduce the amount of principal or interest payable 
to holders following a default or change any 
conversion or exchange rights, or impair the right of 
holders to sue for payment; and 

●
 
to make any change to this list of changes that requires 
specific approval of holders. 
Changes Requiring a Majority Vote.
 
The second type of change to the Indenture and the securities is the 
kind that 
requires a vote in favor by security holders owning a majority 
of the principal amount of the particular series affected. 
Most 
changes fall into this category, 
except as set forth in the following paragraph. The same 
vote would be required for us to 
obtain a waiver of an existing default. However, 
we cannot obtain a waiver of a payment default unless we obtain 
each 
holder’s individual consent to the waiver. 

Changes Not Requiring Approval of 
Holders.
 
The third type of change does not require any vote by holders of 
securities. This type includes, among others, clarifica 
tions of ambiguous contract terms, changes to make securities payable 
in U.S. dollars (if the stated denomination ceases to exist) and 
other changes that would not materially adversely affect 
holders of the securities. 

Further Details Concerning Voting.
 
When taking a vote, we will use the following rules to decide how much 
principal amount to attribute to a security: 
●
 
For securities denominated in one or more foreign currencies or 
currency units, we will use the U.S. dollar 
equivalent determined on the date of original issuance of these securities. 







 
 
89 
Securities will not be considered outstanding, and therefore 
not eligible to vote, if we have deposited or set aside in 
trust for the applicable holders money for their payment 
or redemption. A security does not cease to be outstanding because 
we or an affiliate of us is holding the security. 

We will generally 
be entitled to set any day as a record date for the purpose 
of determining the holders of 
outstanding securities that are entitled to vote or take 
other action under the Indenture. However, 
the Indenture does not 
oblige us to fix any record date at all. If we set a record 
date for a vote or other 
action to be taken by holders of a particular 
series, that vote or action may be taken only by persons 
who are holders of outstanding securities of that series on 
the record 
date and must be taken within 90 days following the record 
date. 

Holders who hold in “street name” and other indirect holders, 
including holders of any securities issued as 
global securities, should consult their banks or brokers for information 
on how approval may be granted or 
denied if we seek to change the Indenture or the securities or 
request a waiver. 
Discharge of Our Obligations 
We can fully 
discharge ourselves from any payment or other obligations 
on the securities of any series if we make a 
deposit for the applicable holders with the trustee and 
certain other conditions are met. The deposit must be held 
in trust for 
the benefit of all direct holders of the securities and 
must be a combination of money and U.S. government or U.S. 
government agency notes or bonds that will generate 
enough cash to make interest, principal and any other payments on 
the 
securities on their various due dates. 
However, we cannot discharge 
ourselves from the obligations under any convertible or 
exchangeable securities, 
unless we provide for it in the terms of these securities. 
If we accomplish full discharge, as described 
above, holders will have to rely solely on the trust deposit for 
repayment of the securities. Holders could not look 
to us for repayment in the unlikely event of any shortfall. Conversely, 
the 
trust deposit would most likely be protected from 
claims of our lenders and other creditors if we ever become bankrupt 
or 
insolvent. 
We will indemnify 
the trustee and holders against any tax, fee or other charge 
imposed on the U.S. government 
obligations we deposited with the trustee or against the principal 
and interest received on these obligations. 
Liens on Assets 
The Indenture does not restrict us from pledging or otherwise 
encumbering any of our assets and those of our 
subsidiaries. 
Default and Related Matters 
Ranking Compared to Other Creditors
 
The securities are not secured by any of our property 
or assets. Accordingly, 
ownership of securities means each 
holder is one of our unsecured creditors. The securities are not 
subordinated to any of our other debt obligations and 
therefore 
they rank equally with all our other unsecured and unsubordinated 
indebtedness. However, the trustee has 
a right to receive 
payment for its administrative services prior to any payment 
to security 
holders after a default. 
Events of Default 
Holders will have special rights if an event of default occurs 
and is not cured, as described later in this subsection. 
What Is an Event of Default? 
The term “event of default” with respect to any series of 
securities means any of the 
following: 
●
 
We fail to make 
any interest payment on the securities of such series when it is due, 
and we do not cure this 
default within 90 days. 







 
 
90 
●
 
We fail to make 
any payment of principal when it is due at the maturity 
of such series of securities or upon 
redemption. 

●
 
We fail to comply 
with any of our other agreements regarding a particular series of securities 
or with a 
supplemental indenture, and after we have been notified 
of the default by the trustee or holders of 25% in 
principal amount of the series, we do not cure the default within 
90 days. 

●
 
We file for 
bankruptcy, or other 
events in bankruptcy, 
insolvency or reorganization occur. 

Remedies if an Event of Default Occurs 
Holders and the trustee will have the following remedies 
if an event of default occurs: 
Acceleration.
 
If an event of default has occurred and has not been cured or waived, 
then the trustee or the holders of 
25% in principal amount of the securities of the affected 
series may declare 
the entire principal amount of and any accrued 
interest on all the securities of that series to be due 
and immediately payable. An acceleration of maturity may be cancelled 
by the holders of at least a majority in principal amount 
of the securities of the affected series, if all events 
of default have 
been cured or waived. 
Special Duties of Trustee.
 
If an event of default occurs, the trustee will have some special 
duties. In that situation, 
the trustee will be obligated to use those of its rights and 
powers under the Indenture, and to use the same degree 
of care and 
skill in doing so, that a prudent person would use in 
that situation in conducting his or her own affairs. 
Other Remedies of Trustee.
 
If an event of default occurs, the trustee is authorized 
to pursue any available remedy to 
collect defaulted principal and interest and to enforce other 
provisions of the securities and the Indenture, including bringing 
a lawsuit. 
Majority Holders May Direct the 
Trustee to Take 
Actions to Protect Their Interests
. 
The trustee is not required to 
take any action under the Indenture at the request of any 
holders unless the holders offer the trustee reasonable 
protection 
from expenses and liability. 
This is called an “indemnity”. If the trustee is provided with 
an indemnity reasonably satisfactory 
to it, the holders of a majority in principal amount 
of the relevant series of debt securities may direct the time, method 
and 
place of conducting any lawsuit or other formal legal 
action seeking any remedy available to the trustee. These 
majority 
holders may also direct the trustee in performing any other 
action under the Indenture. 
Individual Actions Holders May Take 
if the Trustee Fails to Act.
 
Before a holder bypasses the trustee and brings 
such holder’s own lawsuit or other formal 
legal action or take other steps to enforce such holder’s 
rights or protect such 
holder’s interests relating to the securities, the following 
must occur: 
●
 
Such holder must give the trustee written notice that an 
event of default has occurred and remains uncured. 

●
 
The holders of 25% in principal amount of all outstanding 
securities of the relevant series must make a 
written request that the trustee take action because of 
the default, and must offer indemnity reasonably 
satisfactory to the trustee against the cost and other liabilities 
of taking that action. 

●
 
The trustee must not have taken action for 60 days after 
receipt of the above notice and offer of indemnity. 

●
 
During the 60-day period, the holders of a majority in 
principal amount of the securities of that series do 
not give the trustee a direction inconsistent with the request. 
However, a holder is entitled 
at any time to bring an individual lawsuit for the payment of the money 
due on such 
holder’s security on or after its due date. 
Waiver of Default 
The holders of a majority in principal amount of the relevant 
series of debt securities may waive a default for all the 
relevant series of debt securities. If this happens, the 
default will be treated as if it had not occurred. No one can waive 
a 
payment default on a holder’s debt security, 
however, without such holder’s 
individual approval. 






 
 
91 
We Will 
Give the Trustee Information About Defaults 
Annually 
Every year we will give to the trustee a written statement of 
one of our officers certifying that to the 
best of his or 
her knowledge we are in compliance with the Indenture and 
all the securities under it, or else specifying any default. 
The trustee may withhold from holders notice of any 
uncured default, except for payment defaults, if it determines 
that withholding notice is in holders’ interest. 
Holders who hold in “street name” and other 
indirect holders should consult their banks or brokers 
for 
information on how to give notice or direction 
to or make a request of the trustee and how to 
make or cancel 
a declaration of acceleration. 
Regarding the Trustee 
The Bank of New York 
Mellon Trust Company, 
N.A. is the trustee under the Indenture. In addition, affiliates 
of The 
Bank of New York 
Mellon Trust Company, 
N.A. may perform various commercial banking and investment 
banking services 
for us and our subsidiaries 
from time to time in the ordinary course of business. 
 







 
 
92 
DESCRIPTION OF THE 2.900% GLOBAL NOTES DUE 
2026, THE 4.375% GLOBAL NOTES DUE 2029 
AND 
THE 5.200% GLOBAL NOTES DUE 2033 
The following summary of AT&T’s 
above referenced 
debt securities is based on and qualified by the indenture, 
dated as of May 15, 2013, with The Bank of New York 
Mellon Trust Company, 
N.A., acting as trustee (the “Indenture”) 
and 
the 2.900% Global Notes due 2026 (the “2.900% 2026 
Notes”), the 4.375% Global Notes due 2029 (the “4.375% 2029 
Notes”) and the 5.200% Global Notes due 2033 (the “2033 
Notes” and, together with the 2.900% 2026 Notes and 
the 
4.375% 2029 Notes, the “Notes”). For a complete description 
of the terms and provisions of the Notes, 
please refer to the 
Indenture, which is filed as an exhibit 
to AT&T’s 
Annual Report on Form 10-K for the year ended December 
31, 2019 and to 
the forms of Notes, which are filed as exhibits 
to the Form 8-As filed with the Securities and Exchange 
Commission on March 
24, 2016 and September 11, 
2018. 

General 
The 2.900% 2026 Notes: 
●
 
were issued in an aggregate initial principal amount 
of £750,000,000, which remains the amount 
outstanding, subject to our ability to issue additional 2.900% 
2026 Notes which may be of the same series 
as the 2.900% 2026 Notes as described under “— Further 
Issues”; 
●
 
mature on December 4, 2026; 
●
 
bear interest at the rate of 2.900% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The 4.375% 2029 Notes: 
●
 
were issued in an aggregate initial principal amount 
of £745,000,000, which remains the amount 
outstanding, subject to our ability to issue additional 4.375% 
2029 Notes which may be of the same series 
as the 4.375% 2029 Notes as described under “— Further 
Issues”; 
●
 
mature on September 14, 2029; 
●
 
bear interest at the rate of 4.375% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The 2033 Notes: 
●
 
were issued in an aggregate initial principal amount 
of £342,361,000, which remains the amount 
outstanding, subject to our ability to issue additional 2033 
Notes which may be of the same series as the 
2033 Notes as described under “— Further Issues”; 
●
 
mature on November 18, 2033; 






 
 
93 
●
 
bear interest at the rate of 5.200% per annum, payable 
annually in arrears; 
●
 
are repayable at par at maturity; 
●
 
are redeemable by us at the time described below under 
“— Optional Redemption” and in connection with 
certain tax events as described below under “— Redemption 
Upon a Tax Event”; 
and 
●
 
are not subject to any sinking fund. 

The Notes are unsecured and unsubordinated obligations 
and rank 
pari passu 
with all other indebtedness issued 
under our Indenture. Each series of Notes constitutes a separate 
series under the Indenture. The Notes are issued in fully 
registered form only and in minimum denominations of 
£100,000 and integral multiples of £1,000 in excess thereof. 
Principal 
and interest payments on the Notes are payable by us in 
pound sterling. Payments of principal, interest and additional 
amounts, if any, 
in respect of the Notes will be made to Euroclear System, Clearstream 
Banking S.A. or such nominee or 
common depositary, 
as the case may be, as registered holder thereof. Under 
the terms of the Indenture, if the pound sterling 
ceases to exist when payments on the Notes are due under 
any circumstances, AT&T 
may supplement the Indenture to allow 
for payment in U.S. dollars. 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. 
For purposes of the 2.900% 2026 Notes, a business day means 
a business day in the City of New York 
or the City of 
London. 
For purposes of the 4.375% 2029 Notes and 2033 Notes, 
a business day means any day other than a Saturday or 
Sunday and that, in the City of New York 
or London, is not a day on which banking institutions are generally 
authorized or 
obligated by law to close, and is a day on which the 
Trans-European Automated Real-time Gross Settlement 
Express 
Transfer (TARGET) 
System, or any successor thereto, operates. 

Interest 
The 2.900% 2026 Notes bear interest at the rate of 2.900% per 
annum, the 4.375% 2029 Notes bear interest at the 
rate of 4.375% per annum and the 2033 Notes bear 
interest at the rate of 5.200% per annum. 

We pay interest 
on the 2.900% 2026 Notes annually in arrears on each 
December 4, commencing on December 4, 
2018, to the persons in whose names the 2.900% 2026 
Notes are registered at the close of business on the business day 
preceding the interest payment date. The 2.900% 2026 
Notes will mature on December 4, 2026. 
We pay interest 
on the 4.375% 2029 Notes annually in arrears on September 
14, commencing on September 14, 
2016, to the persons in whose names the 4.375% 2029 
Notes are registered at the close of business on the business day 
preceding the interest payment date. The 4.375% 2029 
Notes will mature on September 14, 2029. 
We pay interest 
on the 2033 Notes annually in arrears on November 18, 
commencing on November 18, 2016, to the 
persons in whose names our 2033 Notes are registered 
at the close of business on the business day preceding the 
interest 
payment date. The 2033 Notes will mature on November 
18, 2033. 

Interest on the Notes is computed on the basis of the actual 
number of days in the period for which interest is being 
calculated and the actual number of days from and including 
the last date on which interest was paid on the Notes, to 
but 
excluding the next scheduled interest payment date. 
This payment convention is referred to as ACTUAL/ACTUAL (ICMA) 
as defined in the rulebook of the International Capital Market 
Association. 

Optional Redemption 
At any time prior to September 4, 2026, the 2.900% 2026 Notes may 
be redeemed, as a whole or in part, at our 
option, at any time and from time to time on at least 30 
days’, but not more than 60 days’, prior notice sent to the 
registered 
address of each holder of the Notes to be redeemed. The 
redemption price will be calculated by us and will be equal 
to the 
greater of (1) 100% of the principal amount of the 
Notes to be redeemed or (2) the sum of the present values of the 
Remaining Scheduled Payments (as defined below) discounted 
to the redemption date, on an annual basis 
(ACTUAL/ACTUAL (ICMA)), at a rate equal to the 
Treasury Rate (as defined below) plus 25 
basis points. In either case, 






 
 
94 
accrued but unpaid interest will be payable to the redemption 
date. At any time on or after September 4, 2026, the Notes may 
be redeemed, as a whole or in part, at our option, 
at any time and from time to time on at least 30 days’, but not more 
than 60 
days’, prior notice sent to the registered address of 
each holder of the Notes, at a redemption price equal to 100% of the 
principal amount of the Notes to be redeemed. Accrued 
but unpaid interest will be payable to the redemption 
date. 

The 4.375% 2029 Notes and the 2033 Notes may be redeemed 
as a whole or in part, at our option, at any time and 
from time to time on at least 30 days’, but not more than 
60 days’, prior notice mailed to the registered address of 
each holder 
of the applicable series of Notes. The redemption price 
will be equal to the greater of (1) 100% of the principal 
amount of the 
applicable series of Notes to be redeemed or (2) the sum 
of the present values of the Remaining Scheduled Payments 
(as 
defined below) discounted to the redemption date, on 
an annual basis (ACTUAL/ACTUAL (ICMA)), at a rate equal to 
the 
Treasury Rate (as defined below) plus, 
for the 4.375% 2029 Notes, 35 basis points, and for the 2033 
Notes, 25 basis points. 
In either case, accrued but unpaid interest will be payable 
to the redemption date. We 
will calculate the redemption price in 
connection with any redemption hereunder. 

“
Treasury Rate
” means the price, expressed as a percentage (and, 
with respect to the 4.375% 2029 Notes and the 
2033 Notes, rounded to three decimal places, 0.0005 
being rounded upwards), at which the gross redemption yield on 
the 
Notes of the applicable series, if they were to be purchased 
at such price on the third dealing day prior to the date fixed 
for 
redemption, would be equal to the gross redemption 
yield on such dealing day of the Reference Bond (as defined 
below) on 
the basis of the middle market price of the Reference 
Bond prevailing at 11:00 a.m. (London time) 
on such dealing day as 
determined by the Company or an investment bank appointed 
by the Company. 
 
“
Reference Bond
” means, in relation to any Treasury Rate calculation, 
a United Kingdom government bond whose 
maturity is closest to the maturity of the Notes of the 
applicable series, or if the Company or an investment bank appointed 
by 
the Company considers that such similar bond is not in 
issue, such other United Kingdom government bond as the 
Company 
or an investment bank appointed by the Company, 
with the advice of three brokers of, and/or market makers in, United 
Kingdom government bonds selected by the Company 
or an investment bank appointed by the Company, 
determine to be 
appropriate for determining such Treasury 
Rate. 
 
“
Remaining Scheduled Payments
” means, with respect to each Note of a series to be redeemed, 
the remaining 
scheduled payments of principal of and interest on 
the Note that would be due after the related redemption date 
but for the 
redemption. If that redemption date is not an interest payment 
date with respect to the applicable series of Notes, the amount 
of the next succeeding scheduled interest payment on 
the Notes will be reduced by the amount of interest accrued on the 
Notes to the redemption date. 
 
On and after the redemption date, interest will cease to accrue 
on the Notes or any portion of the Notes called for 
redemption unless we default in the payment of the 
redemption price and accrued interest. On or before the redemption 
date, 
we will deposit with a paying agent or the trustee money 
sufficient to pay the redemption price of and accrued 
interest on the 
Notes to be redeemed on that date. 
 
In the case of any partial redemption, selection of the 
Notes of a series to be redeemed will be made by the trustee 
by lot or, with respect to the 2.900% 
2026 Notes, pursuant to applicable depositary procedures and, 
with respect to the 
4.375% 2029 Notes and the 2033 Notes, by such other 
method as the trustee in its sole discretion deems to be fair 
and 
appropriate. 
Payment of Additional Amounts 

We will, subject to 
the exceptions and limitations set forth below, 
pay as additional interest on the Notes such 
additional amounts as are necessary so that the net payment 
by us or our paying agent of the principal of and interest 
on the 
Notes to a person that is a United States Alien, after deduction 
for any present or future tax, assessment or governmental 
charge of the United States or a political subdivision 
or taxing authority thereof or therein, imposed by withholding 
with 
respect to the payment, will not be less than the amount 
that would have been payable in respect of the Notes had no 
withholding or deduction been required. As used herein, 
“United States Alien” means any person who, for United 
States 
federal income tax purposes, is a foreign corporation, a 
non-resident alien individual, a non-resident alien fiduciary 
of a 
foreign estate or trust, or a foreign partnership one or more 
of the members of which is, for United States federal 
income tax 
purposes, a foreign corporation, a non-resident alien individual 
or a non-resident alien fiduciary of a foreign estate or trust. 

Our obligation to pay additional amounts shall not apply: 







 
 
95 
(1) to any tax, assessment or governmental charge 
that is imposed or withheld solely because the beneficial 
owner, or a fiduciary, 
settlor, beneficiary or member of the 
beneficial owner if the beneficial owner is an estate, trust 
or partnership, or a person holding a power over an estate or trust 
administered by a fiduciary holder: 
(a) is or was present or engaged in a trade or business in the 
United States, has or had a permanent 
establishment in the United States, or has any other 
present or former connection with the United States or 
any political subdivision or taxing authority thereof 
or therein; 
(b) is or was a citizen or resident or is or was treated 
as a resident of the United States; 

(c) is or was a foreign or domestic personal holding company, 
a passive foreign investment 
company or a controlled foreign corporation with respect 
to the United States or is or was a corporation that 
has accumulated earnings to avoid United States federal 
income tax; 

(d) is or was a bank receiving interest described in 
Section 881(c)(3)(A) of the Internal Revenue 
Code of 1986, as amended (the “Code”); or 

(e) is or was an actual or constructive owner of 10% or 
more of the total combined voting power 
of all classes of stock of AT&T 
entitled to vote; 

(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 






 
 
96 
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 of each series 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. 

Redemption Upon a Tax 
Event 

If (a) we become or will become obligated to pay additional 
amounts with respect to any Notes as described herein 
under the heading “—Payment of Additional Amounts” 
as a result of any change in, or amendment to, the laws (or 
any 
regulations or rulings promulgated thereunder) of the United States (or 
any political subdivision or taxing authority thereof or 
therein), or any change in, or amendments to, any 
official position regarding the application or 
interpretation of such laws, 
regulations or rulings, which change or amendment 
is announced or becomes effective, on or after March 
21, 2016 with 
respect to the 4.375% 2029 Notes and the 2033 Notes and 
September 6, 2018 with respect to the 2.900% 2026 Notes or 
(b) a 
taxing authority of the United States takes an action on or after 
March 21, 2016 with respect to the 4.375% 2029 Notes and 
the 2033 Notes and September 6, 2018 with respect to 
the 2.900% 2026 Notes, whether or not with respect to us or any of 
our 
affiliates, that results in a substantial probability 
that we will or may be required to pay such additional amounts, then 
we 
may, at our option, 
redeem, as a whole, but not in part, the applicable series of 
Notes on any interest payment date on not less 
than 30 nor more than 60 calendar days’ prior notice, at a 
redemption price equal to 100% of their principal amount, together 
with interest accrued thereon to the date 
fixed for redemption. No redemption pursuant to (b) above may 
be made unless we 
shall have received an opinion of independent counsel 
to the effect that an act taken by a taxing authority 
of the United States 
results in a substantial probability that we will or may 
be required to pay the additional amounts described herein under 
the 
heading “—Payment of Additional Amounts” 
and we shall have delivered to the trustee a certificate, signed 
by a duly 
authorized officer, stating 
that based on such opinion we are entitled to redeem the Notes pursuant 
to their terms. 

Further Issues 

We may from 
time to time, without notice to or the consent of the holders of any 
series of the Notes, create and issue 
further notes ranking equally and ratably with such series 
in all respects, or in all respects except for the payment 
of interest 
accruing prior to the issue date or except for the first payment 
of interest following the issue date of those further 
notes. Any 
further notes will have the same terms as to status, redemption 
or otherwise as, and will be fungible for United States federal 
income tax purposes with, the Notes of the applicable series. Any 
further notes shall be issued pursuant to a resolution of our 
board of directors, a supplement to the Indenture, or under 
an officers’ 
certificate pursuant to the Indenture. 

Governing Law 

The Notes will be governed by and interpreted in accordance 
with the laws of the State of New York. 

Special Situations Covered by Our Indenture 
Mergers and Similar Transactions 
We are generally 
permitted to consolidate or merge with another company. 
We are also permitted 
to sell 
substantially all of our assets to another company. 
However, we may not take any of 
these actions unless all the following 
conditions are met: 
●
 
Where we merge out of existence or sell our 
assets, the company we merge into or sell to may not 
be 
organized under the laws of a foreign country. 
It must be a corporation organized under 
the laws of the 
United States, any State thereof, or the District of Columbia. 

●
 
The company we merge into or sell to must agree 
to be legally responsible for our debt securities. 

●
 
The merger, sale of 
assets or other transaction must not cause a default on the securities, 
and we must not 
already be in default, unless the merger or other 
transaction would cure the default. For purposes of this no-
default test, a default would include an event of default 
that has occurred and not been cured, as described 
below under “— Default and Related Matters — Events of Default 
— What Is an Event of Default?” A 






 
 
97 
default for this purpose would also include any event 
that would be an event of default if the requirements 
for giving us default notice or our default having to exist 
for a specific period of time were disregarded. 
Further, we may buy substantially 
all of the assets of another company without complying with any 
of the foregoing 
conditions. 
Modification and Waiver 
of Holders’ 
Contractual Rights 
Under certain circumstances, we can make changes to the Indenture 
and the securities (including the Notes). Some 
types of changes require the approval of each security 
holder affected, some require approval by 
a majority vote, and some 
changes do not require any approval at all. 

Changes Requiring Approval 
of Holders.
 
First, there are changes that cannot be made to the securities without 
specific approval of holders. The following is a list of 
those types of changes: 
●
 
to reduce the percentage of holders of securities who 
must consent to a waiver or amendment of the 
Indenture; 

●
 
to reduce the rate of interest on any security or change the 
time for payment of interest; 

●
 
to reduce the principal due on any security or change 
the fixed maturity of any security; 

●
 
to waive a default in the payment of principal or interest 
on any security; 

●
 
to change the currency of payment on a security, 
unless the security provides for payment in a currency that 
ceases to exist; 
●
 
in the case of convertible or exchangeable securities, to 
make changes to conversion or exchange rights that 
would be adverse to the interests of holders; 

●
 
to change the right of holders to waive an existing default 
by majority vote; 

●
 
to reduce the amount of principal or interest payable 
to holders following a default or change any 
conversion or exchange rights, or impair the right of 
holders to sue for payment; and 

●
 
to make any change to this list of changes that requires 
specific approval of holders. 
Changes Requiring a Majority Vote.
 
The second type of change to the Indenture and the securities is the 
kind that 
requires a vote in favor by security holders owning a majority 
of the principal amount of the particular series affected. 
Most 
changes fall into this category, 
except as set forth in the following paragraph. The same 
vote would be required for us to 
obtain a waiver of an existing default. However, 
we cannot obtain a waiver of a payment default unless we obtain 
each 
holder’s individual consent to the waiver. 

Changes Not Requiring Approval of 
Holders.
 
The third type of change does not require any vote by holders of 
securities. This type includes, among others, clarifications 
of ambiguous contract terms, changes to make securities payable 
in U.S. dollars (if the stated denomination ceases to exist) and 
other changes that would not materially adversely affect 
holders of the securities. 

Further Details Concerning Voting.
 
When taking a vote, we will use the following rules to decide how much 
principal amount to attribute to a security: 
●
 
For securities denominated in one or more foreign currencies or 
currency units, we will use the U.S. dollar 
equivalent determined on the date of original issuance of these securities. 

Securities will not be considered outstanding, and therefore 
not eligible to vote, if we have deposited or set aside in 
trust for the applicable holders money for their payment 
or redemption. A security does not cease to be outstanding because 
we or an affiliate of us is holding the security. 







 
 
98 
We will generally 
be entitled to set any day as a record date for the purpose 
of determining the holders of 
outstanding securities that are entitled to vote or take 
other action under the Indenture. However, 
the Indenture does not 
oblige us to fix any record date at all. If we set a record 
date for a vote or other action to be taken by holders of a 
particular 
series, that vote or action may be taken only by persons 
who are holders of outstanding securities of that series on 
the record 
date and must be taken within 90 days following the record 
date. 

Holders who hold in “street name” and other indirect holders, 
including holders of any securities issued as 
global securities, should consult their banks or brokers for information 
on how approval may be granted or 
denied if we seek to change the Indenture or the securities or 
request a waiver. 
Discharge of Our Obligations 
We can fully 
discharge ourselves from any payment or other obligations 
on the securities of any series if we make a 
deposit for the applicable holders with the trustee and 
certain other conditions are met. The deposit must be held 
in trust for 
the benefit of all direct holders of the securities and 
must be a combination of money and U.S. government or U.S. 
government agency notes or bonds that will generate 
enough cash to make interest, principal and any other payments on 
the 
securities on their various due dates. 
However, we cannot discharge 
ourselves from the obligations under any convertible or 
exchangeable securities, 
unless we provide for it in the terms of these securities. 
If we accomplish full discharge, as described 
above, holders will have to rely solely on the trust deposit for 
repayment of the securities. Holders could not look 
to us for repayment in the unlikely event of any shortfall. Conversely, 
the 
trust deposit would most likely be protected from 
claims of our lenders and other creditors if we ever become bankrupt 
or 
insolvent. 
We will indemnify 
the trustee and holders against any tax, fee or other charge 
imposed on the U.S. government 
obligations we deposited with the trustee or against the principal 
and interest received on these obligations. 
Liens on Assets 
The Indenture does not restrict us from pledging or otherwise 
encumbering any of our assets and those of our 
subsidiaries. 
Default and Related Matters 
Ranking Compared to Other Creditors
 
The securities are not secured by any of our property 
or assets. Accordingly, 
ownership of securities means each 
holder is one of our unsecured creditors. The securities are not 
subordinated to any of our other debt obligations and 
therefore 
they rank equally with all our other unsecured and unsubordinated 
indebtedness. However, the trustee has 
a right to receive 
payment for its administrative services prior to any payment 
to security holders after a default. 
Events of Default 
Holders will have special rights if an event of default occurs 
and is not cured, as described later in this subsection. 
What Is an Event of Default? 
The term “event of default” with respect to any series of 
securities means any of the 
following: 
●
 
We fail to make 
any interest payment on the securities of such series when it is due, 
and we do not cure this 
default within 90 days. 

●
 
We fail to make 
any payment of principal when it is due at the maturity 
of such series of securities or upon 
redemption. 







 
 
99 
●
 
We fail to comply 
with any of our other agreements regarding a particular series of securities 
or with a 
supplemental indenture, and after we have been notified 
of the default by the trustee or holders of 25% in 
principal amount of the series, we do not cure the default within 
90 days. 

●
 
We file for 
bankruptcy, or other 
events in bankruptcy, 
insolvency or reorganization occur. 

Remedies if an Event of Default Occurs 
Holders and the trustee will have the following remedies 
if an event of default occurs: 
Acceleration.
 
If an event of default has occurred and has not been cured or waived, 
then the trustee or the holders of 
25% in principal amount of the securities of the affected 
series may declare 
the entire principal amount of and any accrued 
interest on all the securities of that series to be due 
and immediately payable. An acceleration of maturity may be cancelled 
by the holders of at least a majority in principal amount 
of the securities of the affected series, if all events 
of default have 
been cured or waived. 
Special Duties of Trustee.
 
If an event of default occurs, the trustee will have some special 
duties. In that situation, 
the trustee will be obligated to use those of its rights and 
powers under the Indenture, and to use the same degree 
of care and 
skill in doing so, that a prudent person would use in 
that situation in conducting his or her own affairs. 
Other Remedies of Trustee.
 
If an event of default occurs, the trustee is authorized 
to pursue any available remedy to 
collect defaulted principal and interest and to enforce other 
provisions of the securities 
and the Indenture, including bringing 
a lawsuit. 
Majority Holders May Direct the 
Trustee to Take 
Actions to Protect Their Interests
. 
The trustee is not required to 
take any action under the Indenture at the request of any 
holders unless the holders offer the trustee reasonable 
protection 
from expenses and liability. 
This is called an “indemnity”. If the trustee is provided with 
an indemnity reasonably satisfactory 
to it, the holders of a majority in principal amount 
of the relevant series of debt securities may direct the time, method 
and 
place of conducting any lawsuit or other formal legal 
action seeking any remedy available to the trustee. These 
majority 
holders may also direct the trustee in performing any other 
action under the Indenture. 
Individual Actions Holders May Take 
if the Trustee Fails to Act.
 
Before a holder bypasses the trustee and brings 
such holder’s own lawsuit or other formal 
legal action or take other steps to enforce such holder’s 
rights or protect such 
holder’s interests relating to the securities, the following 
must occur: 
●
 
Such holder must give the trustee written notice that an 
event of default has occurred and remains uncured. 

●
 
The holders of 25% in principal amount of all outstanding 
securities of the relevant series must make a 
written request that the trustee take action because of 
the default, and must offer indemnity reasonably 
satisfactory to the trustee against the cost and other liabilities 
of taking that action. 

●
 
The trustee must not have taken action for 60 days after 
receipt of the above notice and offer of indemnity. 

●
 
During the 60-day period, the holders of a majority in 
principal amount of the securities of that series do 
not give the trustee a direction inconsistent with the request. 
However, a holder is entitled 
at any time to bring an individual lawsuit for the payment of the money 
due on such 
holder’s security on or after its due date. 
Waiver of Default 
The holders of a majority in principal amount of the relevant 
series of debt securities may waive a default for all the 
relevant series of debt securities. If this happens, the 
default will be treated as if it had not occurred. No one can waive 
a 
payment default on a holder’s debt security, 
however, without such holder’s 
individual approval. 






 
 
100 
We Will 
Give the Trustee Information About Defaults 
Annually 
Every year we will give to the trustee a written statement of 
one of our officers certifying that to the 
best of his or 
her knowledge we are in compliance with the Indenture and 
all the securities under it, or else specifying any default. 
The trustee may withhold from holders notice of any 
uncured default, except for payment defaults, if it determines 
that withholding notice is in holders’ interest. 
Holders who hold in “street name” and other 
indirect holders should consult their banks or brokers 
for 
information on how to give notice or direction 
to or make a request of the trustee and how to 
make or cancel 
a declaration of acceleration. 
Regarding the Trustee 
The Bank of New York 
Mellon Trust Company, 
N.A. is the trustee under the Indenture. In addition, affiliates 
of The 
Bank of New York 
Mellon Trust Company, 
N.A. may perform various commercial banking and investment 
banking services 
for us and our subsidiaries from time to time in the 
ordinary course of business.