EX-4.1



 Exhibit 4.1 

[Form of Note] 
 (FACE OF
NOTE) 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR
A NOMINEE OF A DEPOSITORY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE SECURITIES, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. 
 AT&T INC. 

5.500% Global Notes due 2047 

ISIN NO. [•] 
 No. I-[•] 

$1,430,000,000 
 AT&T Inc., a
corporation duly organized and existing under the laws of the State of Delaware (herein called “AT&T”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
The Bank of New York Depository (Nominee) Limited (the “Depository”), or registered assigns, the principal sum of One Billion Four Hundred Thirty Million Dollars ($1,430,000,000) on June 15, 2047 (the “Maturity Date”), and
to pay interest on said principal sum from March 21, 2017 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on June 15 and December 15 in each year, commencing
on December 15, 2017 (each an “Interest Payment Date”) and on the Maturity Date, at the interest rate of 5.500% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such
interest, which shall be the close of business on the fifteenth day preceding the respective Interest Payment Date (each, a “Regular Record Date”). Any such interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 15 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 







 Any money that AT&T deposits with the Trustee or any Paying Agent for the payment of
principal or any interest on this Note that remains unclaimed for two years after the date upon which the principal and interest are due and payable, will be repaid to AT&T upon AT&T’s 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 this Note will be able to seek any payment to which such Holder may be entitled to
collect only from AT&T. 
 If the Notes are issued in definitive form, payment of the principal and interest on this Note due at the
Maturity Date or upon redemption will be made at the Maturity Date or upon redemption, as the case may be, upon presentation of this Note, in immediately available funds, at the office of The Bank of New York Mellon, London Branch, the Paying Agent
for the Notes, currently located at One Canada Square, London E14 5AL. The Transfer Agent and Registrar for the Notes is The Bank of New York Mellon Trust Company, N.A., currently located at 601 Travis Street, 16th Floor, Houston, Texas 77002. 
 Payment of interest on this Note due on an Interest
Payment Date, other than interest at maturity or upon redemption, may be paid by check mailed to the address of the Holder entitled thereto as such address shall appear in the Note register. Notwithstanding the foregoing, (1) the Depository as
Holder of the Notes or (2) a Holder of more than U.S.$5,000,000 in aggregate principal amount of Notes in definitive form is entitled to require the Paying Agent to make payments of interest, other than interest due at maturity or upon
redemption, by wire transfer of immediately available funds into an account maintained by the Holder, by sending appropriate wire transfer instructions as long as the Paying Agent receives the instructions not less than ten days prior to the
applicable Interest Payment Date. The principal and interest payable in U.S. dollars on any of the Notes 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. 
 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, AT&T INC. has caused this instrument to be signed in its corporate name,
manually or by facsimile, by its duly authorized officers and has caused its corporate seal to be imprinted hereon. 
  

									
	Dated: March 21, 2017	 		 	AT&T INC.
				
	[SEAL]	 		 		 	
		 		 		 	By:	 	  

		 		 		 		 	John J. Stephens
		 		 		 		 	 Senior Executive Vice President and Chief

Financial Officer

					
		 		 		 	By:	 	  

		 		 		 		 	George B. Goeke
		 		 		 		 	Senior Vice President and Treasurer








 Trustee’s Certificate of Authentication 

This is one of the 5.500% Global Notes due 2047 
 of the series
designated herein referred to 
 in the within-mentioned Indenture. 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 
 as Trustee

  

									
	By:	 	  
	 		 		 	Dated: March 21, 2017
		 	Authorized Signatory	 		 		 	








 REVERSE OF NOTE 

This Note is one of a duly authorized issue of debt securities of AT&T of the series specified on the face hereof, issued under and
pursuant to an Indenture, dated as of May 15, 2013, between AT&T and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee,” which term includes any successor Trustee under the Indenture), to which indenture
and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, AT&T and the Holders
of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes will be issued in fully registered form only and in minimum denominations of $100,000 and integral multiples of $1,000 thereafter. This
Note is one of the series designated on the face hereof initially limited in aggregate principal amount to $1,430,000,000. 
 The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of AT&T and the rights of the Holders of the Notes under the Indenture at any time by AT&T and the Trustee with
the consent of the Holders of a majority in principal amount of the Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time outstanding to
waive compliance by AT&T with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of AT&T, which
is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 

Principal and interest payments in respect of the Notes are payable by AT&T in U.S. dollars. Interest will be computed on the basis of the
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 March 21, 2017 if no interest has been paid on the Notes), to but
excluding the next scheduled interest payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months). This payment convention is referred to as 30/360. 

Payment of Additional Amounts 

AT&T will, subject to the exceptions and limitations set forth below, pay as additional interest on this Note such additional amounts
(“Additional Amounts”) as are necessary so that the net payment by AT&T or its Paying Agent of the principal of and interest on this Note 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 this Note 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. 

The foregoing 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 

  
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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 this Note 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 section entitled “Payment of Additional Amounts” and under the heading “Redemption Upon a Tax Event”, AT&T shall not have to make any payment with respect to any tax, assessment or
governmental charge imposed by any government or a political subdivision or taxing authority. 
 Any reference in the terms of the Notes to
any amounts in respect of the Notes shall be deemed also to refer to any Additional Amounts which may be payable under this provision. 

  
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 Optional Redemption by AT&T 

AT&T has the option to redeem all, but not less than all, of the Notes then outstanding on each June 15 on or after June 15, 2020
(each, a “Redemption Date”). 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 the date of redemption. AT&T will calculate the redemption price in connection with any redemption hereunder. 

On and after the redemption date, interest will cease to accrue on the Notes redeemed, unless AT&T defaults in the payment of the
redemption price and accrued interest. On or before the redemption date, AT&T 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. 

Redemption Upon a Tax Event 

If (a) AT&T becomes or will become obligated to pay 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 2, 2017 or (b) a taxing authority of the United States takes an action on or after March 2, 2017, whether or not with respect
to AT&T or any of its affiliates, that results in a substantial probability that AT&T will or may be required to pay such Additional Amounts, then AT&T may, at its 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 AT&T 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 AT&T will or may be required to
pay the Additional Amounts and AT&T shall have delivered to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion, AT&T is entitled to redeem the Notes pursuant to their terms. 

Registrar and Paying Agent 

The Paying Agent for the Notes is The Bank of New York Mellon, London Branch currently located at One Canada Square, London E14 5AL
(“Paying Agent”). In addition, AT&T shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange (“Registrar”). AT&T has
initially appointed an affiliate of the Trustee, The Bank of New York Mellon, London Branch, as its Paying Agent. AT&T may vary or terminate the appointment of any of its paying or transfer agencies, and may appoint additional paying or transfer
agencies. 

  
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 Further Issues 

AT&T reserves the right from time to time, without notice to or the consent of the Holders of the Notes, to create and issue further notes
ranking equally and ratably with the 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, 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 the
board of directors of AT&T, a supplement to the Indenture, or under an officers’ certificate pursuant to the Indenture. 
 Notes
in Definitive Form 
 If (1) an Event of Default has occurred with regard to the Notes represented by this Note and has not been
cured or waived in accordance with the Indenture, or (2) the Depository is at any time unwilling or unable to continue as depository and a successor depository is not appointed by AT&T within 90 days, AT&T may issue notes in definitive
form in exchange for this Note. In either instance, an owner of a beneficial interest in the Notes will be entitled to the physical delivery in definitive form in exchange for this Note, equal in principal amount to such beneficial interest and to
have such Notes registered in its name. 
 Notes so issued in definitive form will be issued as registered notes in minimum denominations of
$100,000 and integral multiples of $1,000, unless otherwise specified by AT&T. 
 Notes so issued in definitive form may be transferred
by presentation for registration to the Registrar at its New York office and must be duly endorsed by the Holder or the Holder’s attorney duly authorized in writing, or accompanied by a written instrument or instruments of transfer in form
satisfactory to AT&T or the Trustee duly executed by the Holder or his attorney duly authorized in writing. 
 AT&T may require
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of definitive Notes. 

Default 
 In case an Event
of Default, as defined in the Indenture, shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in
the Indenture. 

  
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 Miscellaneous 

For purposes of the Notes, the term “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 Taipei are authorized or required by law or executive order to close. 
 No director,
officer, employee or stockholder, as such, of AT&T shall have any liability for any obligations of AT&T under this Note, the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder
by accepting this Note waives and releases all such liability. The waiver and release are part of the consideration for the issue of this Note. 

The Notes are the unsecured and unsubordinated obligations of AT&T and will rank pari passu with all other evidences of
indebtedness issued in accordance with the Indenture. 
 Notices to Holders of the Notes will be given only to the depository, in accordance
with its applicable policies as in effect from time to time. 
 Prior to due presentment of this Note for registration of transfer,
AT&T, the Trustee and any agent of AT&T or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither AT&T, the Trustee nor any such agent
shall be affected by notice to the contrary. 
 All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture. 
 The Indenture and this Note shall be governed by and construed in accordance with the laws of the
State of New York. 

  
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