EX-4.2



 Exhibit 4.2 

[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. 

1.450% Global Notes due 2022 

ISIN NO. [—] 

No. I-[—] 

€1,500,000,000 
 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 euro appearing on the attached Schedule of Increases and Decreases on June 1, 2022 (the “Maturity
Date”), and to pay interest on said principal sum from December 2, 2014 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually in arrears on June 1 in each year, commencing on
June 1, 2015 (each an “Interest Payment Date”) and on the Maturity Date, at the interest rate of 1.450% 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 persons in whose names our Notes are registered at the close of business on the Regular Record Date for such interest, which shall be the close of
business on the business day preceding the 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 €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 euro 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. 

  
 2 








 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: December 2, 2014	 		 	AT&T INC.
				
	[SEAL]	 		 		 	
				
		 		 	By:	 	  

		 		 		 	John J. Stephens
		 		 		 	Senior Executive Vice President and Chief Financial Officer
				
		 		 	By:	 	  

		 		 		 	Jonathan P. Klug
		 		 		 	Senior Vice President and Treasurer








 Trustee’s Certificate of Authentication 

This is one of the 1.450% Global Notes due 2022 
 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: December 2, 2014	 	
		  	Authorized Signatory	 		 		 	


  
 2 








 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 denominations of €100,000 and integral multiples of €1,000 in
excess thereof. This Note is one of the series designated on the face hereof initially limited in aggregate principal amount to €1,500,000,000. 

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 euro. Interest 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 December 2, 2014 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. 

Payment of Additional Amounts 

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

  
 4 








 
person that is a United States Alien Holder, 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; provided, however, that 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 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; 

  
 5 








 (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 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 herein, AT&T shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority. 

In particular, AT&T will not pay additional amounts on any Note: 
  


	 	•	 	where withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Union Council Directive 2003/48/EC of June 3, 2003 on the taxation of savings income in the
form of interest payments, or any law implementing or complying with, or introduced in order to conform to, that Directive; or 

  

	 	•	 	presented for payment by or on behalf of a beneficial owner who would have been able to avoid the withholding or deduction by presenting the relevant global note to another paying agent in a member state of the European
Union. 


  
 6 








 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. 
 “United States Alien Holder”
means (a) a nonresident alien individual, (b) a foreign corporation or (c) an estate or trust that in either case is not subject to United States federal income tax on a net basis or income or gain from a Note. 

Optional Redemption by AT&T 

At any time prior to March 1, 2022, the Notes will be redeemable, as a whole or in part, at AT&T’s 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 discounted to the redemption date, on an annual basis (ACTUAL/ACTUAL (ICMA)), at a rate equal to the Treasury Rate and 20 basis points. In either
case, accrued interest will be payable to the redemption date. Any time on or after March 1, 2022, the Notes will be redeemable, as a whole or in part, at AT&T’s option, at any 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 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. AT&T
will calculate the redemption price in connection with any redemption hereunder. 
 “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 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 AT&T or an investment
bank appointed by AT&T. 
 “Reference Bond” means, in relation to any Treasury Rate calculation, a German government bond
whose maturity is closest to the maturity of the Notes, or if AT&T or an investment bank appointed by AT&T considers that such similar bond is not in issue, such other German government bond as AT&T or an investment bank appointed by
AT&T may, with the advice of three brokers of, and/or market makers in, German government bonds selected by AT&T or an investment bank appointed by AT&T, determine to be appropriate for determining the 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. 

  
 7 








 On and after the redemption date, interest will cease to accrue on the Notes or any portion of
the Notes called for redemption, 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. If less than all of the Notes of any series are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot or by such other method as the Trustee in its
sole discretion deems to be fair and appropriate. 
 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 the date of this prospectus supplement or (b) a taxing authority of the United States takes an action on or after the date of this prospectus
supplement, whether or not with respect to AT&T or any of our 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 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 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. 
 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 

  
 8 








 
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 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. 
 Miscellaneous 

For purposes of the Notes, the term “Business Day” 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 Trans–European Automated Real–time Gross Settlement Express Transfer (TARGET) System, or any
successor thereto, operates. 

  
 9 








 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. 
 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. 

  
 10 








 SCHEDULE OF INCREASES OR DECREASES 

The initial principal amount of this Global Note is €1,500,000,000. The following increases or decreases in this Global Note have been
made: 
  

									
	 Date of Exchange
	 	 Amount of

decrease in
 Principal

Amount of this
 Global
Note
	 	 Amount of

increase in
 Principal

Amount of this

Global Note
	 	 Principal amount

of this Global

Note following
such decrease or

increase
	 	 Signature of

authorized
 signatory of

Trustee or
 Securities

Custodian

		 		 		 		 	


  
 11