Form 8-K
8-K — AT&T INC.
Accession: 0001193125-26-354091
Filed: 2026-08-17
Period: 2026-08-17
CIK: 0000732717
SIC: 4813 (TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE))
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — d153710d8k.htm (Primary)
EX-1.1 (d153710dex11.htm)
EX-1.2 (d153710dex12.htm)
EX-4.1 (d153710dex41.htm)
EX-4.2 (d153710dex42.htm)
EX-5.1 (d153710dex51.htm)
EX-5.2 (d153710dex52.htm)
GRAPHIC (g153710g0815005358569.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d153710d8k.htm · Sequence: 1
8-K
CHX 0000732717 false 0000732717 2026-08-17 2026-08-17 0000732717 us-gaap:SeriesAPreferredStockMember 2026-08-17 2026-08-17 0000732717 us-gaap:SeriesCPreferredStockMember 2026-08-17 2026-08-17 0000732717 t:ATTInc1800GlobalNotesDueSeptember52026Member 2026-08-17 2026-08-17 0000732717 t:ATTInc2900GlobalNotesDueDecember42026Member 2026-08-17 2026-08-17 0000732717 t:ATTIncFloatingRateGlobalNotesDueSeptember162027Member 2026-08-17 2026-08-17 0000732717 t:ATTInc1600GlobalNotesDueMay192028Member 2026-08-17 2026-08-17 0000732717 t:ATTInc2350GlobalNotesDueSeptember52029Member 2026-08-17 2026-08-17 0000732717 t:ATTInc4375GlobalNotesDueSeptember142029Member 2026-08-17 2026-08-17 0000732717 t:ATTInc2600GlobalNotesDueDecember172029Member 2026-08-17 2026-08-17 0000732717 t:ATTInc0800GlobalNotesDueMarch42030Member 2026-08-17 2026-08-17 0000732717 t:ATTInc.3.150GlobalNotesDueJune12030Member 2026-08-17 2026-08-17 0000732717 t:ATTInc3950GlobalNotesDueApril302031Member 2026-08-17 2026-08-17 0000732717 t:ATTInc2050GlobalNotesDueMay192032Member 2026-08-17 2026-08-17 0000732717 t:ATTInc3550GlobalNotesDueDecember172032Member 2026-08-17 2026-08-17 0000732717 t:ATTInc3.600GlobalNotesDueJune12033Member 2026-08-17 2026-08-17 0000732717 t:ATTInc5200GlobalNotesDueNovember182033Member 2026-08-17 2026-08-17 0000732717 t:ATTInc3375GlobalNotesDueMarch152034Member 2026-08-17 2026-08-17 0000732717 t:ATTInc4300GlobalNotesDueNovember182034Member 2026-08-17 2026-08-17 0000732717 t:ATTInc2450GlobalNotesDueMarch152035Member 2026-08-17 2026-08-17 0000732717 t:ATTInc3150GlobalNotesDueSeptember42036Member 2026-08-17 2026-08-17 0000732717 t:ATTInc4.050GlobalNotesDueJune12037Member 2026-08-17 2026-08-17 0000732717 t:ATTInc2600GlobalNotesDueMay192038Member 2026-08-17 2026-08-17 0000732717 t:ATTInc1800GlobalNotesDueSeptember142039Member 2026-08-17 2026-08-17 0000732717 t:ATTInc7000GlobalNotesDueApril302040Member 2026-08-17 2026-08-17 0000732717 t:ATTInc4250GlobalNotesDueJune12043Member 2026-08-17 2026-08-17 0000732717 t:ATTInc4875GlobalNotesDueJune12044Member 2026-08-17 2026-08-17 0000732717 t:ATTInc4000GlobalNotesDueJune12049Member 2026-08-17 2026-08-17 0000732717 t:ATTInc4250GlobalNotesDueMarch12050Member 2026-08-17 2026-08-17 0000732717 t:ATTInc3750GlobalNotesDueSeptember12050Member 2026-08-17 2026-08-17 0000732717 t:ATTInc5350GlobalNotesDueNovember12066Member 2026-08-17 2026-08-17 0000732717 exch:XNYS us-gaap:CommonStockMember 2026-08-17 2026-08-17 0000732717 exch:XCHI us-gaap:CommonStockMember 2026-08-17 2026-08-17 0000732717 t:ATAndTInc.3.600PercentGlobalNotesDueAugust32030Member 2026-08-17 2026-08-17 0000732717 t:ATAndTInc.4.150PercentGlobalNotesDueAugust32034Member 2026-08-17 2026-08-17 0000732717 t:ATAndTInc.4.550PercentGlobalNotesDueAugust32038Member 2026-08-17 2026-08-17 0000732717 t:ATAndTInc.5.050PercentGlobalNotesDueAugust32045Member 2026-08-17 2026-08-17 0000732717 t:ATAndTInc.7.050PercentGlobalNotesDueAugust32052Member 2026-08-17 2026-08-17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) August 17, 2026
AT&T INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
001-08610
43-1301883
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
208 S. Akard St., Dallas, Texas
75202
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code (210) 821-4105
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Shares (Par Value $1.00 Per Share)
T
New York Stock Exchange
NYSE Texas
Depositary Shares, each representing a 1/1000th interest in a share of 5.000% Perpetual Preferred Stock, Series A
T PRA
New York Stock Exchange
Depositary Shares, each representing a 1/1000th interest in a share of 4.750% Perpetual Preferred Stock, Series C
T PRC
New York Stock Exchange
AT&T Inc. 1.800% Global Notes due September 5, 2026
T 26D
New York Stock Exchange
AT&T Inc. 2.900% Global Notes due December 4, 2026
T 26A
New York Stock Exchange
AT&T Inc. Floating Rate Global Notes due September 16, 2027
T 27C
New York Stock Exchange
AT&T Inc. 1.600% Global Notes due May 19, 2028
T 28C
New York Stock Exchange
AT&T Inc. 2.350% Global Notes due September 5, 2029
T 29D
New York Stock Exchange
AT&T Inc. 4.375% Global Notes due September 14, 2029
T 29B
New York Stock Exchange
AT&T Inc. 2.600% Global Notes due December 17, 2029
T 29A
New York Stock Exchange
AT&T Inc. 0.800% Global Notes due March 4, 2030
T 30B
New York Stock Exchange
AT&T Inc. 3.150% Global Notes due June 1, 2030
T 30C
New York Stock Exchange
AT&T Inc. 3.600% Global Notes due August 3, 2030
T 30E
New York Stock Exchange
AT&T Inc. 3.950% Global Notes due April 30, 2031
T 31F
New York Stock Exchange
AT&T Inc. 2.050% Global Notes due May 19, 2032
T 32A
New York Stock Exchange
AT&T Inc. 3.550% Global Notes due December 17, 2032
T 32
New York Stock Exchange
AT&T Inc. 3.600% Global Notes due June 1, 2033
T 33A
New York Stock Exchange
AT&T Inc. 5.200% Global Notes due November 18, 2033
T 33
New York Stock Exchange
AT&T Inc. 3.375% Global Notes due March 15, 2034
T 34
New York Stock Exchange
AT&T Inc. 4.150% Global Notes due August 3, 2034
T 34E
New York Stock Exchange
AT&T Inc. 4.300% Global Notes due November 18, 2034
T 34C
New York Stock Exchange
AT&T Inc. 2.450% Global Notes due March 15, 2035
T 35
New York Stock Exchange
AT&T Inc. 3.150% Global Notes due September 4, 2036
T 36A
New York Stock Exchange
AT&T Inc. 4.050% Global Notes due June 1, 2037
T 37B
New York Stock Exchange
AT&T Inc. 2.600% Global Notes due May 19, 2038
T 38C
New York Stock Exchange
AT&T Inc. 4.550% Global Notes due August 3, 2038
T 38D
New York Stock Exchange
AT&T Inc. 1.800% Global Notes due September 14, 2039
T 39B
New York Stock Exchange
AT&T Inc. 7.000% Global Notes due April 30, 2040
T 40
New York Stock Exchange
AT&T Inc. 4.250% Global Notes due June 1, 2043
T 43
New York Stock Exchange
AT&T Inc. 4.875% Global Notes due June 1, 2044
T 44
New York Stock Exchange
AT&T Inc. 5.050% Global Notes due August 3, 2045
T 45B
New York Stock Exchange
AT&T Inc. 4.000% Global Notes due June 1, 2049
T 49A
New York Stock Exchange
AT&T Inc. 4.250% Global Notes due March 1, 2050
T 50
New York Stock Exchange
AT&T Inc. 3.750% Global Notes due September 1, 2050
T 50A
New York Stock Exchange
AT&T Inc. 7.050% Global Notes due August 3, 2052
T 52
New York Stock Exchange
AT&T Inc. 5.350% Global Notes due November 1, 2066
TBB
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01
Other Events.
On August 17, 2026, AT&T Inc. (“AT&T”) closed its sale of (i) €1,200,000,000 aggregate principal amount of its Floating Rate Global Notes due 2028 (the “Euro Notes”) pursuant to an Underwriting Agreement, dated August 7, 2026 (the “Euro Underwriting Agreement”), between AT&T and Deutsche Bank AG, London Branch, as the Underwriter, and (ii) $1,100,000,000 aggregate principal amount of its Floating Rate Global Notes due 2028 (the “USD Notes” and, together with the Euro Notes, the “Notes”) pursuant to an Underwriting Agreement, dated August 10, 2026 (the “USD Underwriting Agreement” and, together with the Euro Underwriting Agreement, the “Underwriting Agreements”), between AT&T and BNP Paribas Securities Corp., as the Underwriter. The Notes were issued pursuant to that certain Indenture, dated as of May 15, 2013, between AT&T and The Bank of New York Mellon Trust Company, N.A., as Trustee. The Notes have been registered under the Securities Act of 1933, as amended (the “Act”), pursuant to a Registration Statement on Form S-3 (No. 333-285413) previously filed with the Securities and Exchange Commission under the Act, as supplemented by (i) a prospectus supplement dated August 7, 2026 relating to the Euro Notes filed by AT&T on August 11, 2026 and (ii) a prospectus supplement dated August 10, 2026 relating to the USD Notes filed by AT&T on August 12, 2026. Copies of the Underwriting Agreements, the forms of Notes and the opinions of the Assistant Vice President – Senior Legal Counsel and Assistant Secretary of AT&T as to the validity of the Notes are filed as exhibits hereto and incorporated herein by reference. AT&T is filing this Current Report on Form 8-K so as to file with the Securities and Exchange Commission certain items that are to be incorporated by reference into its Registration Statement.
Item 9.01
Financial Statements and Exhibits.
The following exhibits are filed as part of this report:
(d)
Exhibits
1.1
Euro Underwriting Agreement, dated August 7, 2026
1.2
USD Underwriting Agreement, dated August 10, 2026
4.1
Form of Floating Rate Euro Global Notes due 2028
4.2
Form of Floating Rate USD Global Notes due 2028
5.1
Opinion of Mr. Bryan Hough, Assistant Vice President – Senior Legal Counsel and Assistant Secretary, AT&T Inc., as to the validity of the Euro Notes
5.2
Opinion of Mr. Bryan Hough, Assistant Vice President – Senior Legal Counsel and Assistant Secretary, AT&T Inc., as to the validity of the USD Notes
23.1
Consent of Mr. Bryan Hough, Assistant Vice President – Senior Legal Counsel and Assistant Secretary (included in Exhibit 5.1 and 5.2)
104
The cover page from AT&T Inc.’s Current Report on Form 8-K, formatted in Inline XBRL
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AT&T INC.
Date: August 17, 2026
By:
/s/ Brett J. Feldman
Brett J. Feldman
Senior Vice President – Investor Relations and Treasurer
EX-1.1
EX-1.1
Filename: d153710dex11.htm · Sequence: 2
EX-1.1
Exhibit 1.1
Execution Version
AT&T INC.
€1,200,000,000
€1,200,000,000 Floating Rate Global Notes due 2028
UNDERWRITING AGREEMENT
August 7, 2026
To the Representative named
in
Schedule I hereto of the Underwriter
named in
Schedule II hereto
Ladies and Gentlemen:
AT&T Inc., a Delaware corporation (the “Company”), may issue and sell from time to time series of its senior debt securities
registered under the registration statement referred to in Paragraph 1(a) hereof (“Securities” and, individually, “Security”). The Securities will be issued under an Indenture, dated as of May 15, 2013 (the
“Indenture”), from the Company to The Bank of New York Mellon Trust Company, N.A., as Trustee, in one or more series, which series may vary as to interest rates, maturities, redemption provisions and selling prices, with all such terms
for any particular series being determined at the time of sale. The Company proposes to sell to the underwriter named in Schedule II hereto (“Underwriter”), for whom you are acting as representative (“Representative”),
the series of Securities of the designation, with the terms and in the aggregate principal amount specified in Schedule I hereto (“Underwritten Securities” and, individually, “Underwritten Security”).
1. The Company represents and warrants to, and agrees with, the Underwriter that:
(a) A registration statement on Form S-3 with respect to the Securities has been prepared by the
Company in conformity with the requirements of the Securities Act of 1933, as amended (“Securities Act”), and the rules and regulations (“Rules and Regulations”) of the Securities and Exchange Commission
(“Commission”) thereunder and has become effective. As used in this Agreement:
(i) “Registration Statement” as of
any time means the Registration Statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and any information in a prospectus, preliminary prospectus supplement (where
applicable) or prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration
Statement as of the time of the first contract of sale for the Underwritten Securities, which time shall be considered the “effective date” of the Registration Statement relating to the Underwritten Securities. For purposes of this
definition, information contained in a form of prospectus, preliminary prospectus supplement (where applicable) or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be
considered to be included in the Registration Statement as of the time specified in Rule 430B.
(ii) “Preliminary Prospectus” when used, means any preliminary prospectus
(including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act.
(iii) “Statutory Prospectus” as of any time means the prospectus relating to the Underwritten Securities that is included in the
Registration Statement immediately prior to that time, including any document incorporated by reference therein and any basic prospectus or prospectus supplement deemed to be a part thereof pursuant to Rule 430B that has not been superseded or
modified. For purposes of this definition, information contained in a form of prospectus (including a prospectus supplement) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be
included in the Statutory Prospectus only as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b).
(iv) “Prospectus” means the Statutory Prospectus that discloses the public offering price and other final terms of the
Underwritten Securities and otherwise satisfies Section 10(a) of the Securities Act.
(v) “Issuer Free Writing
Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Underwritten Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form
retained in the Company’s records pursuant to Rule 433(g). “General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced
by its being specified in a schedule to this Agreement. “Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.
(vi) “Applicable Time” means the time and date identified as such in Schedule I of this Agreement.
(b) The Registration Statement and the Prospectus contain, and (in the case of any amendment or supplement to any such document, or any
material incorporated by reference in any such document, filed with the Commission after the date as of which this representation is being made) will contain at all times during the period specified in Paragraph 11(c) hereof, all statements
which are required by the Securities Act, the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Trust Indenture Act of 1939, as amended (“Trust Indenture Act”), and the rules and regulations of the Commission
under such Acts; the Indenture, including any amendments and supplements thereto, pursuant to which the Underwritten Securities will be issued will conform with the requirements of the Trust Indenture Act and the rules and regulations of the
Commission thereunder, and the Registration Statement, any Preliminary Prospectus (where applicable) and the Prospectus do not, and (in the case of any amendment or supplement to any such document, or any material incorporated by reference in any
such document, filed with the Commission after the date as of which this representation is being made) will not at any time during the period specified in Paragraph 11(c) hereof, contain any
-2-
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading except that the Company makes no
representation or warranty as to information contained in or omitted from the Registration Statement, any Preliminary Prospectus (where applicable) or the Prospectus in reliance upon and in conformity with information furnished in writing to the
Company through the Representatives by or on behalf of the Underwriter specifically for use therein, or as to any statements in or omissions from the Statement of Eligibility and Qualification of the Trustee under the Trust Indenture Act.
(c) (i) (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for
the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and
(C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Underwritten Securities in reliance on the exemption of Rule 163, the Company was
a “well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined in Rule 405.
(ii) The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, that initially
became effective within three years of the date of this Agreement. If immediately prior to the Renewal Deadline (as hereinafter defined), any of the Underwritten Securities remain unsold by the Underwriter, the Company will prior to the Renewal
Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Underwritten Securities, in a form satisfactory to the Representative. If the Company is no longer eligible to file
an automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Underwritten Securities, in a form satisfactory to the Representative,
and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the
Underwritten Securities to continue as contemplated in the expired registration statement relating to the Underwritten Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such
new shelf registration statement, as the case may be. “Renewal Deadline” means the third anniversary of the initial effective time of the Registration Statement.
(iii) The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the automatic shelf
registration statement form. If at any time when Underwritten Securities remain unsold by the Underwriter the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf
registration statement form, the Company will (i) promptly notify the Representative, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Underwritten Securities, in a form
satisfactory to the Representative, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify the Representative of such
effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Underwritten Securities to continue as contemplated in the registration statement that was the subject of the
Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include, or refer to, as applicable, such new registration statement or post-effective amendment, as the case
may be.
-3-
(iv) The Company has paid or shall pay the required Commission filing fees relating to the
Underwritten Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).
(d) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a
bona fide offer (within the meaning of Rule 164(h)(2)) of the Underwritten Securities and (ii) at the date of this Agreement, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.
(e) As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time,
the Statutory Prospectus, the Preliminary Prospectus (where applicable) and the additional information, if any, identified in Schedule I to this Agreement, all considered together (collectively, the “General Disclosure Package”),
nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading except that the Company makes no representation or warranty as to information contained in or omitted from any prospectus included in the
Registration Statement or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company through the Representative by or on behalf of the Underwriter specifically for use therein.
(f) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale
of the Underwritten Securities or until any earlier date that the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict
with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus
conflicted or would conflict with the information then contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, (i) the Company has promptly notified or will promptly notify the Representative and (ii) the Company has promptly amended or will
promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
(g)
The Company is not in violation of its corporate charter or bylaws or in default under any agreement, indenture or instrument, the effect of which violation or default would be material to the Company; the execution, delivery and performance of this
Agreement and any Delayed Delivery Contracts (as defined in Paragraph 3 hereof) and compliance by the Company with the provisions of the Underwritten Securities and the Indenture will not conflict
-4-
with, result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its material subsidiaries pursuant to the terms of, or constitute a
default under, any agreement, indenture or instrument, or result in a violation of the corporate charter or bylaws of the Company or any order, rule or regulation of any court or governmental agency having jurisdiction over the Company; and except
as required by the Securities Act, the Trust Indenture Act and applicable state securities laws, no consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the execution, delivery and
performance of this Agreement, the Delayed Delivery Contracts, if any, and the Indenture. The Commission has not issued any order preventing or suspending the use of any part of the Registration Statement, any Preliminary Prospectus (where
applicable) or the Prospectus.
(h) Except as described in or contemplated by the General Disclosure Package, there shall have not
occurred any changes or any development involving a prospective change, or affecting particularly the business or properties of the Company or its subsidiaries which materially impairs the investment quality of the Underwritten Securities since the
dates as of which information is given in the General Disclosure Package.
(i) On the Delivery Date (as defined in Paragraph 10
hereof) (i) the Indenture will have been duly authorized, executed and delivered by the Company and will constitute the legally binding obligation of the Company, enforceable in accordance with its terms, (ii) the Underwritten Securities
will have been duly authorized and, upon payment therefor as provided in this Agreement, will constitute legally binding obligations of the Company entitled to the benefits of the Indenture, and (iii) the Underwritten Securities and the
Indenture will conform to the descriptions thereof contained in the Prospectus.
(j) Each of the Company and its subsidiaries has been
duly incorporated, is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own its
properties and conduct its business as described in the General Disclosure Package, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein
it owns or leases properties or conducts business, except where the failure to so qualify would not have a material adverse effect on the Company and its subsidiaries taken as a whole.
(k) Except as described in the General Disclosure Package, there is no material litigation or governmental proceeding pending or, to the
knowledge of the Company, threatened against the Company or any of its subsidiaries which is reasonably expected to result in any material adverse change in the financial condition, results of operations, business or prospects of the Company and its
subsidiaries taken as a whole or which is required to be disclosed in the General Disclosure Package.
(l) The financial statements filed
as part of the Registration Statement and the General Disclosure Package present, or (in the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document, filed with the Commission after
the date as of which this representation is being made) will present at all times during the period specified in Paragraph 11(c) hereof, fairly, the consolidated financial condition
-5-
and results of operations of the Company and its subsidiaries, at the dates and for the periods indicated, and have been, and (in the case of any amendment or supplement to any such document, or
any material incorporated by reference in any such document, filed with the Commission after the date as of which this representation is being made) will be at all times during the period specified in Paragraph 11(c) hereof, prepared in
conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as described in the notes thereto).
(m) The documents incorporated by reference into any Statutory Prospectus, the General Disclosure Package or the Prospectus have been, and (in
the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document, filed with the Commission after the date as of which this representation is being made) will be, at all times during the
period specified in Paragraph 11(c) hereof, prepared by the Company in conformity with the applicable requirements of the Securities Act and the Rules and Regulations and the Exchange Act and the rules and regulations of the Commission
thereunder and such documents have been, or (in the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document, filed with the Commission after the date as of which this representation is
being made) will be at all times during the period specified in Paragraph 11(c) hereof, timely filed as required thereby; and no such documents were filed with the Commission since the Commission’s close of business on the business day
immediately prior to the date of this Agreement and prior to the execution of this Agreement.
(n) There are no contracts or other
documents which are required to be filed as exhibits to the Registration Statement by the Securities Act or by the Rules and Regulations, or which were required to be filed as exhibits to any document incorporated by reference in any preliminary
prospectus (where applicable) or the Prospectus by the Exchange Act or the rules and regulations of the Commission thereunder, which have not been filed as exhibits to the Registration Statement or to such document or incorporated therein by
reference as permitted by the Rules and Regulations or the rules and regulations of the Commission under the Exchange Act as required.
2.
Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the purchase price and on the
other terms set forth in Schedule I hereto, the principal amount of the Underwritten Securities set forth opposite its name in Schedule II hereto. The Underwriter shall reimburse the Company in the aggregate for up to U.S.$410,000 of the
Company’s expenses, the Underwriter to be responsible for a portion of such expense reimbursement in proportion to the Securities to be purchased by the Underwriter under this Paragraph 2.
3. Any offer to purchase Underwritten Securities by institutional investors solicited by the Underwriter for delayed delivery shall be made
pursuant to contracts substantially in the form of Exhibit A attached hereto, with such changes therein as the Company and the Representative may approve (“Delayed Delivery Contracts”). The Company shall have the right, in its sole
discretion, to approve or disapprove each such institutional investor. Underwritten Securities which are subject to Delayed Delivery Contracts are herein sometimes called “Delayed Delivery Underwritten Securities” and Underwritten
Securities which are not subject to Delayed Delivery Contracts are herein sometimes called “Immediate Delivery Underwritten Securities”.
-6-
Contemporaneously with the purchase on the Delivery Date by the Underwriter of the Immediate
Delivery Underwritten Securities pursuant to this Agreement, the Company will pay to the Representative, for the account of the Underwriter, the compensation specified in Schedule I hereto for arranging the sale of Delayed Delivery Underwritten
Securities. The Underwriter shall have no responsibility with respect to the validity or performance of any Delayed Delivery Contracts.
For the purpose of determining the principal amount of Immediate Delivery Underwritten Securities to be purchased by the Underwriter, there
shall be deducted from the principal amount of Underwritten Securities to be purchased by the Underwriter as set forth in Schedule II hereto that portion of the aggregate principal amount of Delayed Delivery Underwritten Securities that the
principal amount of Underwritten Securities to be purchased by the Underwriter as set forth in Schedule II hereto bears to the aggregate principal amount of Underwritten Securities set forth therein to be purchased by the Underwriter, except to
the extent that the Representative determines, in its discretion, that such deduction shall be otherwise than in such proportion and so advises the Company.
4. Deutsche Bank AG, London Branch (the “Settlement Lead Manager”) acknowledges that the Underwritten Securities represented by
one or more global notes will initially be credited to an account (the “Commissionaire Account”) for the benefit of the Settlement Lead Manager the terms of which include a third-party beneficiary clause (stipulation pour autrui)
with the Company as the third-party beneficiary and provide that such Underwritten Securities are to be delivered to others only against payment of the net subscription monies for the Underwritten Securities (i.e. less the commissions and expenses
to be deducted from the subscription monies) into the Commissionaire Account on a delivery against payment basis. The Settlement Lead Manager acknowledges that (i) the Underwritten Securities represented by the Global Security shall be held to
the order of the Company as set out above and (ii) the net subscription monies for the Underwritten Securities received in the Commissionaire Account (i.e. less the commissions and expenses deducted from the subscription monies) will be held on
behalf of the Company until such time as they are transferred to the Company’s order. The Settlement Lead Manager undertakes that the net subscription monies for the Underwritten Securities (i.e. less the commissions and expenses deducted from
the subscription monies) will be transferred to the Company’s order promptly following receipt of such monies in the Commissionaire Account. The Company acknowledges and accepts the benefit of the third-party beneficiary clause (stipulation
pour autrui) pursuant to the Belgian or Luxembourg Civil Code, as applicable, in respect of the Commissionaire Account.
5. EEA
Contractual Recognition of Bail-in. Notwithstanding and to the exclusion of any other terms of this Agreement or any other agreements, arrangements, or understandings among any of the parties hereto, each of
the parties acknowledges, accepts and agrees that any BRRD Liability of a BRRD Party hereto arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority,
and acknowledges, accepts, and agrees to be bound by:
-7-
(a) the effect of the exercise of
Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Agreement, that (without limitation) may include and result in any of the following, or
some combination thereof: (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations
of the BRRD Party or another person, and the issue to or conferral on it of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; or (iv) the amendment or alteration of any interest, if applicable, thereon,
the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;
(b) the
variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
For purposes of this Paragraph 5,
“Bail-in Legislation” means in relation to any member state of the European Economic Area
which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.
“Bail-in Powers” means any Write-Down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.
“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment
firms.
“BRRD Liability” means a liability in respect of which the relevant Write-Down and Conversion Powers in the applicable
Bail-in Legislation may be exercised.
“BRRD Party” means any party hereto that is
subject to Bail-in Powers.
“EU Bail-in Legislation
Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time.
“Relevant Resolution Authority” means the resolution authority with the ability to exercise any
Bail-in Powers in relation to any BRRD Party.
6. UK Contractual Recognition of Bail-in. Notwithstanding and to the exclusion of any other terms of this Agreement or any other agreements, arrangements, or understandings among any of the parties hereto, each of the parties acknowledges, accepts
and agrees that any UK Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority, and
acknowledges, accepts, and agrees to be bound by:
(a) the effect of the exercise of UK
Bail-in Powers by the Relevant UK Resolution Authority in relation to any UK Bail-in Liability of any UK Bail-in Party to it
-8-
under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon; (ii) the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other
obligations of the UK Bail-in Party or another person, and the issue to or conferral on it of such shares, securities or obligations; (iii) the cancellation of the UK
Bail-in Liability; or (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary
period;
(b) the variation of the terms of this Agreement, as deemed necessary by the relevant UK resolution authority, to
give effect to the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority.
For
purposes of this Paragraph 6,
“UK Bail-in Legislation” means Part I of the United
Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through
liquidation, administration or other insolvency proceedings).
“UK Bail-in Liability”
means a liability in respect of which the UK Bail-in Powers may be exercised.
“UK Bail-in Party” means any party hereto that is subject to UK Bail-in Powers.
“UK Bail-in Powers” means the powers under the UK
Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a
liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or
instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.
“Relevant UK Resolution Authority” means the resolution authority with the ability to exercise any UK Bail-in Powers in relation to any UK Bail-in Party.
7. Solely
for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product
Governance Rules:
(a) Deutsche Bank AG, London Branch (a “Manufacturer”) acknowledges that it understands the
responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Underwritten Securities and the related information
set out in the prospectus supplement, the accompanying prospectus and any announcements in connection with the Underwritten Securities; and
-9-
(b) the Underwriter and the Company note the application of the Product
Governance Rules and acknowledge the target market and distribution channels identified as applying to the Underwritten Securities by each Manufacturer and the related information set out in the prospectus supplement, and the accompanying prospectus
and any announcements in connection with the Underwritten Securities.
8. Solely for the purposes of the requirements of 3.2.7R of the FCA
Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:
(a) Deutsche Bank AG, London Branch (a “UK Manufacturer”) acknowledges that it understands the responsibilities
conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Underwritten Securities and the related information set out
in the prospectus supplement, the accompanying prospectus and any announcements in connection with the Underwritten Securities; and
(b) the Underwriter and the Company note the application of the UK MiFIR Product Governance Rules and acknowledge the target
market and distribution channels identified as applying to the Underwritten Securities by each UK Manufacturer and the related information set out in the prospectus supplement, the accompanying prospectus and any announcements in connection with the
Underwritten Securities.
9. The Company shall not be obligated to deliver any Underwritten Securities except upon payment for all
Immediate Delivery Underwritten Securities to be purchased pursuant to this Agreement as hereinafter provided.
10. Delivery of and
payment for the Immediate Delivery Underwritten Securities shall be made at such address, date and time as may be specified in Schedule I hereto. This date and time are sometimes referred to as the “Delivery Date.” On the Delivery
Date, the Company shall deliver the Immediate Delivery Underwritten Securities to the Representative for the account of the Underwriter against payment to or upon the order of the Company of the purchase price by certified or official bank check or
checks or wire transfer payable in (same day) funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriter hereunder. Upon delivery, the
Immediate Delivery Underwritten Securities shall be in such form or forms and in such denominations as may be set forth in Schedule I. Immediate Delivery Underwritten Securities in registered form shall be in such authorized denominations and
registered in such names as the Representative shall request in writing not less than two full business days prior to the Delivery Date. For the purpose of expediting the checking and packaging of the Immediate Delivery Underwritten Securities, the
Company shall make the Immediate Delivery Underwritten Securities available for inspection by the Representative in New York, New York not later than 2:00 P.M., local time, on the business day prior to the Delivery Date.
-10-
11. The Company agrees with the Underwriter that:
(a) The Company will furnish promptly to the Representative and to counsel for the Underwriter signed copies of the Registration Statement as
originally filed and each amendment and supplement thereto filed prior to the date hereof and relating to or covering the Underwritten Securities, and a copy of the Prospectus filed with the Commission, including all documents incorporated therein
by reference and all consents and exhibits filed therewith;
(b) The Company will deliver promptly to the Representative such reasonable
number of the following documents as the Representative may request: (i) conformed copies of the Registration Statement (excluding exhibits other than the computation of the ratio of earnings to fixed charges, the Indenture and this Agreement),
(ii) the Prospectus, (iii) any Issuer Free Writing Prospectus and (iv) any documents incorporated by reference in the Prospectus or any Issuer Free Writing Prospectus;
(c) During any period when a prospectus relating to the Underwritten Securities is (or, but for the exemption in Rule 172, would be)
required by law to be delivered, the Company will not file any amendment of the Registration Statement nor will the Company file any amendment or supplement to the Prospectus (except for (i) an amendment or supplement consisting solely of the
filing of a document under the Exchange Act or (ii) a supplement relating to an offering of securities other than the Underwritten Securities), unless the Company has furnished the Representative with a copy of such proposed amendment or
supplement for its review prior to filing and will not file any such proposed amendment or supplement to which the Representative reasonably objects. Subject to the foregoing sentence, the Company will cause each Statutory Prospectus (including the
Prospectus), each Preliminary Prospectus (where applicable) and any amendment or supplement thereto to be filed with the Commission as required pursuant to Rule 424 under the Securities Act not later than the second business day following the
earlier of the date it is first used or the date of this Agreement. The Company will promptly advise the Representative (i) when each Statutory Prospectus, each Preliminary Prospectus (where applicable) or any amendment or supplement thereto
shall have been filed with the Commission pursuant to Rule 424 under the Securities Act, (ii) when any amendment of the Registration Statement shall have become effective, (iii) of any request by the Commission for any amendment of
the Registration Statement or amendment of or supplement to any Statutory Prospectus, Preliminary Prospectus (where applicable) or Issuer Free Writing Prospectus or for any additional information, (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose or under Section 8A of the Securities Act and (v) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Underwritten Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will promptly (upon filing thereof) furnish the
Representative a copy of any amendment or supplement to any Statutory Prospectus, Issuer Free Writing Prospectus or Registration Statement not furnished to the Representative for prior review pursuant to exception (i) or (ii) of the first
sentence of this subsection (c). The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof;
-11-
(d) If, at any time when a prospectus relating to the Underwritten Securities is (or, but
for the exemption in Rule 172, would be) required to be delivered under the Securities Act, any event occurs as a result of which the Registration Statement, as then amended, or the Prospectus, as then amended or supplemented, would include any
untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration
Statement or to amend or supplement the Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, the Company promptly will (i) notify the Representative of the happening of such event,
(ii) prepare and file with the Commission, subject to the first sentence of paragraph (c) of this Paragraph 11, an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect
such compliance and (iii) will supply any such amended or supplemented Prospectus to the Representative in such quantities as the Representative may reasonably request;
(e) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement
or statements of the Company which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act;
(f) During a period of five years after the date hereof, the Company will furnish to the Representative copies of all reports and financial
statements furnished by the Company to each securities exchange on which securities issued by the Company may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or
regulation of the Commission thereunder; provided, however, that the Company will be deemed to have furnished such reports and financial statements to the Representative to the extent they are available through the Commission’s Electronic Data
Gathering, Analysis and Retrieval system or any successor system;
(g) The Company will endeavor to qualify the Underwritten Securities
for sale under the laws of such jurisdictions as the Representative may designate and will maintain such qualifications in effect so long as required for the distribution of the Underwritten Securities, provided that in connection therewith the
Company shall not be required to qualify as a foreign corporation or take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject;
(h) The Company will pay the costs incident to the authorization, issuance and delivery of the Underwritten Securities and any taxes payable
in that connection; the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and any amendments, supplements and exhibits thereto; the costs of distributing the Registration Statement as
originally filed and each amendment and post-effective amendment thereof (including exhibits), any Statutory Prospectus, any Preliminary Prospectus (where applicable), the Prospectus and any documents incorporated by reference in any of the
foregoing documents; the costs incident to the preparation, printing and distribution of each Issuer Free Writing Prospectus to investors or prospective investors; the costs of producing this Agreement, the Delayed Delivery Contracts, if any, and
the Indenture; fees paid to rating agencies in connection with the rating of the Securities, including the Underwritten Securities; the fees and expenses of qualifying the Underwritten Securities under the securities laws of the several
jurisdictions as provided in this Paragraph and of preparing and printing a Blue Sky Memorandum and a memorandum concerning the legality of the Securities, including the Underwritten Securities, as an investment (including fees of counsel to the
Underwriter); and all
-12-
other costs and expenses incident to the performance of the Company’s obligations under this Agreement; provided that, except as provided in this Paragraph and in Paragraph 15 hereof,
the Underwriter shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the Underwritten Securities which they may sell and the expenses of advertising any offering of the Underwritten
Securities made by the Underwriter;
(i) Until the termination of the offering of the Underwritten Securities, the Company will timely
file all documents, and any amendments to previously filed documents, required to be filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act;
(j) During the period beginning on the date hereof and continuing to the Delivery Date, the Company will not offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company or any guarantees or support obligations of debt securities of others, in any case with maturities longer than one year, other than Underwritten Securities to the Underwriter and as otherwise
disclosed in the Prospectus; provided, however, that this Paragraph 11(j) shall apply only to euro-denominated debt securities of the Company;
(k) The Company represents and agrees that, unless it obtains the prior consent of the Representative, and the Underwriter represents and
agrees that, unless it obtains the prior consent of the Company and the Representative, it has not made and will not make any offer relating to the Underwritten Securities that would constitute an Issuer Free Writing Prospectus, or that would
otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representative is hereinafter referred to as a
“Permitted Free Writing Prospectus.” The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has
complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Company has complied and will comply
with Rule 433; and
(l) The Company has prepared a final term sheet, which is attached hereto as Schedule IV, relating to the
Underwritten Securities, containing only information that describes the final terms of the Underwritten Securities and otherwise in a form consented to by the Representative, and will file such final term sheet within the period required by
Rule 433(d)(5)(ii) following the date such final terms have been established for all classes of the offering of the Underwritten Securities. Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus
for purposes of this Agreement. The Company also consents to the use by the Underwriter of a free writing prospectus only in the form of one or more term sheets relating to the Underwritten Securities and containing customary information, it being
understood that any such free writing prospectus referred to above shall not be an Issuer Free Writing Prospectus for purposes of this Agreement.
-13-
12. (a) The Company shall indemnify and hold harmless the Underwriter and each person, if
any, who controls the Underwriter within the meaning of the Securities Act from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, to which the Underwriter or controlling person may become subject,
under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at any time,
any Statutory Prospectus at any time, any Preliminary Prospectus (where applicable), the Prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the
Securities Act, or arises out of, or is based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse the Underwriter and
such controlling person for any legal and other expenses reasonably incurred by the Underwriter or controlling person in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are
incurred (but no more frequently than annually); provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or
alleged untrue statement or omission or alleged omission made in the Registration Statement at any time, any Statutory Prospectus at any time, any Preliminary Prospectus (where applicable), the Prospectus or any Issuer Free Writing Prospectus in
reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of the Underwriter specifically for use therein. The foregoing indemnity agreement is in addition to any liability which the
Company may otherwise have to the Underwriter or controlling person.
(b) The Underwriter shall indemnify and hold harmless the Company,
each of their directors, each of their officers who signed the Registration Statement and any person who controls the Company within the meaning of the Securities Act from and against any loss, claim, damage or liability, joint or several, and any
action in respect thereof, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon,
any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at any time, any Statutory Prospectus at any time, any Preliminary Prospectus (where applicable) the Prospectus or any Issuer Free Writing
Prospectus, or arises out of, or is based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the
untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company through the Representative by or on behalf of the Underwriter specifically
for use therein, and shall reimburse the Company for any legal and other expenses reasonably incurred by the Company or any such director, officer or controlling person in investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred (but no more frequently than annually). The foregoing indemnity agreement is in addition to any liability which the Underwriter may otherwise have to the Company or any of its
directors, officers or controlling persons.
(c) Promptly after receipt by an indemnified party under this Paragraph 12 of notice of
any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Paragraph 12, notify the indemnifying party in writing of the claim or the
commencement of that action, provided that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under Paragraph 12(a) or 12(b). If any such claim or
-14-
action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, and, to the extent that
it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume
the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Paragraph 12 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation. If the indemnifying party shall not elect to assume the defense of such action, such indemnifying party will reimburse such indemnified party for the reasonable fees and expenses of any counsel
retained by them. In the event that the parties to any such action (including impleaded parties) include both the Company and the Underwriter and either (i) the indemnifying party or parties and indemnified party or parties mutually agree or
(ii) representation of both the indemnifying party or parties and the indemnified party or parties by the same counsel is inappropriate under applicable standards of professional conduct or in the opinion of such counsel due to actual or
potential differing interests between them, then the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party and will reimburse such indemnified party for the reasonable fees and expenses
of any counsel retained by them and satisfactory to the indemnifying party, it being understood that the indemnifying party shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such indemnified parties, which firm shall be designated in writing by the Representative in the
case of an action in which the Underwriter or controlling persons are indemnified parties and by the Company in the case of an action in which the Company or any of its directors, officers or controlling persons are indemnified parties. The
indemnifying party or parties shall not be liable under this Agreement with respect to any settlement made by any indemnified party or parties without prior written consent by the indemnifying party or parties to such settlement.
(d) If the indemnification provided for in this Paragraph 12 shall for any reason be unavailable to an indemnified party under
Paragraph 12(a) or 12(b) hereof in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and
the Underwriter, on the other hand, from the offering of the Underwritten Securities. If, however, this allocation is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriter, on the other hand,
from the offering of the Underwritten Securities and the relative fault of the Company, on the one hand, and the Underwriter, on the other hand, with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or
action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriter, on the other hand, with respect to such offering shall be deemed to be in the
same proportion as the total net proceeds from the offering of the Underwritten Securities (before
-15-
deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriter with respect to such offering. The relative fault shall be
determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriter, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof,
referred to above in this Paragraph 12(d) shall be deemed to include, for purposes of this Paragraph 12(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Paragraph 12(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Underwritten Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any damages which the Underwriter has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriter’s obligations to
contribute as provided in this Paragraph 12(d) are several in proportion to their respective underwriting obligations and not joint.
(e) The agreements contained in this Paragraph 12 and the representations, warranties and agreements of the Company in Paragraph 1
and Paragraph 11 hereof shall survive the delivery of the Underwritten Securities and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.
13. The obligations of the Underwriter under this Agreement may be terminated by the Representative, in its absolute
discretion, by notice given to and received by the Company prior to the delivery of and payment for the Immediate Delivery Underwritten Securities, if, on or after the Applicable Time, (a) trading in securities generally on the New York Stock
Exchange, Inc. is suspended or materially limited, or (b) a banking moratorium is declared by either Federal or New York State authorities, or (c) there shall have occurred any outbreak or material escalation of hostilities or other
calamity or crisis or the declaration by the United States of war or a national emergency the effect of which on the financial markets of the United States is material and adverse and is such as to make it, in the reasonable judgment of the
Representative, impracticable or inadvisable to market such Underwritten Securities on the terms and in the manner contemplated by the General Disclosure Package, or (d) the Company shall have received notice that any rating of any of the
Company’s unsecured senior debt securities, guarantees or support obligations shall have been lowered by any nationally recognized statistical rating organization (as defined in Section 3(a)(62) of the Exchange Act) or any such
organization has publicly announced that it has under surveillance or review, with possible negative implications, the ratings of any of the Company’s unsecured senior debt securities, guarantees or support obligations, or (e) there shall
have occurred any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or its subsidiaries which, in the Representative’s reasonable judgment, materially impairs the
investment quality of the Underwritten Securities.
-16-
14. The respective obligations of the Underwriter under this Agreement with respect to the
Underwritten Securities are subject to the accuracy, on the date hereof and on the Delivery Date, of the representations and warranties of the Company contained herein, to performance by the Company of its obligations hereunder, and to each of the
following additional terms and conditions applicable to the Underwritten Securities:
(a) At or before the Delivery Date, no stop order
suspending the effectiveness of the Registration Statement nor any order directed to any document incorporated by reference in any Preliminary Prospectus (where applicable), the Prospectus or any Issuer Free Writing Prospectus shall have been
issued, and prior to that time no stop order proceeding shall have been initiated or threatened by the Commission and no challenge shall have been made by the Commission or its staff as to the accuracy or adequacy of any document incorporated by
reference in any Preliminary Prospectus (where applicable), the Prospectus or any Issuer Free Writing Prospectus; any request of the Commission for inclusion of additional information in the Registration Statement or any Statutory Prospectus or
otherwise shall have been complied with; and after the date hereof the Company shall not have filed with the Commission any amendment or supplement to the Registration Statement, any Statutory Prospectus, the Prospectus or any Issuer Free Writing
Prospectus (or, in each case, any document incorporated by reference therein) that shall have been disapproved by the Representative.
(b)
No Underwriter shall have discovered and disclosed to the Company on or prior to the Delivery Date that the Registration Statement, the General Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus contains an untrue statement of
a fact which is material or omits to state a fact which is material and is required to be stated therein or is necessary to make the statements therein not misleading.
(c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Underwritten
Securities and the Indenture and the form of the Registration Statement, the Prospectus (other than financial statements and other financial data) and all other legal matters relating to this Agreement and the transactions contemplated hereby shall
be satisfactory in all respects to Sullivan & Cromwell LLP, counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such
matters.
(d) Any of the (x) Senior Executive Vice President and General Counsel, (y) Senior Vice President, Secretary and Chief
Privacy Officer or (z) Assistant Vice President – Senior Legal Counsel and Assistant Secretary to the Company shall have furnished to the Representative his or her opinion addressed to the Underwriters and dated the Delivery Date, as
counsel, to the effect that:
(i) the Company has been duly incorporated and is validly existing as a corporation in good standing under
the laws of the State of Delaware; each material subsidiary of the Company has been duly incorporated and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which
it is chartered or organized; and each of the Company and its material subsidiaries has full corporate power and authority to own its properties and conduct its business as described in the General Disclosure Package, and is duly qualified to do
business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases properties or conducts business, except where the failure to so qualify would not have a
material adverse effect on the Company and its subsidiaries taken as a whole;
-17-
(ii) the Indenture has been duly authorized, executed and delivered, has been duly
qualified under the Trust Indenture Act, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting creditors’ rights generally from time to time in effect and to general principles of equity);
(iii) to the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental
agency, authority, body or any arbitrator involving the Company or any of its subsidiaries of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the General Disclosure Package, and there is no
franchise, contract or other document of a character required to be described in the Registration Statement or the General Disclosure Package, or to be filed as an exhibit, which is not described or filed as required; and the statements included or
incorporated by reference in the General Disclosure Package describing any legal proceedings or material contracts or agreements relating to the Company or any of its subsidiaries fairly summarize such matters; the Underwritten Securities, the
Indenture and any Delayed Delivery Contracts conform to the descriptions thereof contained under the following (or comparable) captions of the Prospectus: “Description of Debt Securities We May Offer” and “Plan of
Distribution”;
(iv) the Immediate Delivery Underwritten Securities have been duly authorized and executed, and, when authenticated
by the Trustee and delivered by the Company to the Underwriter against payment therefor in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and will
be enforceable against the Company in accordance with their terms;
(v) the Delayed Delivery Underwritten Securities, if any, have been
duly authorized and, when executed, authenticated, issued and delivered to, and paid for by, the respective purchasers thereof in accordance with the Indenture and the related Delayed Delivery Contracts, will be valid and legally binding obligations
of the Company entitled to the benefits of the Indenture;
(vi) the Registration Statement and any amendments thereto have become
effective under the Securities Act; to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened, and the
Registration Statement, the Prospectus and each amendment thereof or supplement thereto as of their respective effective or issue dates (other than the financial statements and other financial and statistical information contained therein or
incorporated by reference therein and the Statement of Eligibility and Qualification of the Trustee on Form T-1 as to which such counsel need express no opinion) complied as to form in all material
respects with the applicable requirements of the Securities Act, the Exchange Act and the Trust Indenture Act and the respective rules and regulations thereunder;
-18-
(vii) such counsel has no reason to believe that the Registration Statement, or any
amendment thereof, at the effective date established by the Prospectus pursuant to Rule 430B(f), at the date of this Agreement or at the Delivery Date, contained any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein not misleading; such counsel has no reason to believe that the documents specified in a schedule to such counsel’s letter, consisting of those included in the General
Disclosure Package, as of the Applicable Time or at the Delivery Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; and such counsel has no reason to believe that the Prospectus, at the date of this Agreement or at the Delivery Date, included or includes any untrue statement of a material fact
or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than the financial statements and other financial and statistical information
contained therein or incorporated by reference therein and the Statement of Eligibility and Qualification of the Trustee on Form T-1);
(viii) this Agreement and the Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by the Company;
(ix) no order, consent, approval, authorization, registration or qualification of or with any governmental agency or body having jurisdiction
over the Company or any of its properties is required under the Included Laws for the issue and sale of the Underwritten Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such
as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the sale and
distribution of the Underwritten Securities. The term “Included Laws” means: (i) the laws of the State of New York, (ii) the Delaware General Corporation Law, and (iii) the Federal securities laws of the United States of
America that are, in counsel’s experience, normally applicable to transactions of the type contemplated in this Agreement. The term “Included Laws” excludes (a) laws of any counties, cities, towns, municipalities and special
political subdivisions and agencies thereof; (b) state securities laws or Blue Sky laws; (c) the laws that apply to the Underwriter because of their legal or regulatory status, including the rules and regulations of the Financial Industry
Regulatory Authority Inc.; and (d) laws relating to land use, zoning and building code issues, taxes, environmental issues, intellectual property issues and antitrust issues; and
(x) neither the execution and delivery of the Indenture, this Agreement or any Delayed Delivery Contracts, the issue and sale of the
Underwritten Securities, nor the consummation of any other of the transactions herein or therein contemplated nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach of, or constitute a default under, the charter or
by-laws of the Company or the terms of any indenture or other agreement or instrument known to such counsel and to which the Company or any of its material subsidiaries is a party or by which the Company, any
such subsidiary or any of their assets is bound, or any order or regulation governed by Included Laws known to such counsel to be applicable to the Company or any such subsidiary of any court, regulatory body, administrative agency, governmental
body or arbitrator having jurisdiction over the Company or any such subsidiary.
-19-
In rendering such opinion, such counsel may rely, as to the execution of the Indenture by
the Trustee, upon a certificate of the Trustee setting forth the facts as to such execution.
In rendering such opinion, such counsel may
also rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Delaware, upon the opinion of other counsel of good standing believed to be reliable, provided that such counsel states in such opinion
that such counsel and the Representative are justified in relying upon the opinion of such other counsel, and (B) as to matters or fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials.
In rendering such opinion with respect to clause (ix) above, insofar as it relates to regulatory authorities in the states in which
the Company or any material subsidiary operates, such counsel may rely on the opinions of local counsel satisfactory to such counsel.
(e)
The Representative shall have received from Sullivan & Cromwell LLP, counsel for the Underwriter, such opinion or opinions, dated the Delivery Date, with respect to the issuance and sale of the Underwritten Securities, the Indenture, the
Registration Statement, the General Disclosure Package, the Prospectus and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters.
(f) The Company shall have furnished to the Representative a certificate signed by its Chairman
of the Board, its President, a Senior Vice President, its Treasurer or an Assistant Treasurer stating that after reasonable investigation and to the best of their knowledge:
(i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the
Delivery Date with the same effect as if made on the Delivery Date; the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied as a condition to the obligation of the Underwriter to
purchase the Underwritten Securities hereunder; and the conditions set forth in Paragraphs 14(a) and 14(h) have been fulfilled;
(ii) as of the Applicable Time and as of the Delivery Date, the Registration Statement and the General Disclosure Package did not include any
untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and
(iii) except as may have been publicly disclosed prior to the date of this Agreement, since the date of the most recent financial statements
included or incorporated by reference in the General Disclosure Package, there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether
or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the General Disclosure Package.
-20-
(g) (i) The Company shall have furnished to the Representative letters of
Ernst & Young LLP, addressed to the Board of Directors of the Company and the Underwriter and dated the date of this Agreement and the Delivery Date, respectively, of the type described in the American Institute of Certified Public
Accountants’ AU Section 6101 (“AU 6101”) with respect to the Company and (ii) the Representative shall have received a letter, dated the Delivery Date and addressed to the Representative, of any other independent auditor
whose report is included or incorporated by reference in the Registration Statement of the type described in AU 6101, and in each of (i) and (ii), covering such financial statement items as counsel for the Underwriter may reasonably have
requested.
(h) No order, consent, approval, authorization, registration or qualification of or with any governmental agency or body
having jurisdiction over the Company or any of its properties is required for the issue and sale of the Underwritten Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such as
have been, or will have been prior to the Delivery Date, obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue
Sky laws in connection with the purchase and distribution of the Underwritten Securities by the Underwriter.
All opinions, letters,
evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance satisfactory to the Representative.
15. If the Company shall fail to tender the Immediate Delivery Underwritten Securities for delivery to the Underwriter for any reason
permitted under this Agreement, or if the Underwriter shall decline to purchase the Immediate Delivery Underwritten Securities for any reason permitted under this Agreement (other than pursuant to Paragraphs 13(a)-(d) hereof), the Company shall
reimburse the Underwriter for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been incurred by them in
connection with this Agreement and the proposed purchase of Immediate Delivery Underwritten Securities and the solicitation of any purchases of the Delayed Delivery Underwritten Securities, and upon demand the Company shall pay the full amount
thereof to the Representative. If this Agreement is terminated pursuant to Paragraphs 13(a)-(d) hereof, the Company shall not be obligated to reimburse the Underwriter on account of those expenses.
16. The Company shall be entitled to act and rely upon any request, consent, notice or agreement by, or on behalf of, the Representative. Any
notice by the Company to the Underwriter shall be sufficient if given in writing or by facsimile transmission confirmed promptly in writing addressed to the Representative at its address set forth in Schedule I hereto, and any notice by the
Underwriter to the Company shall be sufficient if given in writing or by facsimile transmission confirmed promptly in writing addressed to the Company at AT&T Inc., 208 S. Akard Street, 18th Floor, Dallas, Texas 75202, Telecopy
Number: (214) 653-2578, email: bf7179@att.com, Attention of the Senior Vice President – Investor Relations and Treasurer and email: ak2493@att.com, Attention of the Vice President and Assistant
Treasurer with a copy to the Assistant Vice President – Senior Legal Counsel, Securities, AT&T Legal Department, 208 S. Akard Street, Room 3147, Dallas, Texas 75202, email: lr0657@att.com.
-21-
17. This Agreement shall be binding upon the Underwriter, the Company and their respective
successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be
deemed to be for the benefit of the person or persons, if any, who control the Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriter contained in Paragraph 12 hereof
shall be deemed to be for the benefit of directors of the Company, officers of the Company who have signed the Registration Statement and any person controlling the Company. Nothing in this Agreement is intended or shall be construed to give any
person, other than the persons referred to in this Paragraph 17, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.
18. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that the Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special
Resolution Regime (as defined below), the transfer from the Underwriter of this Agreement and any interest and obligation in or under this Agreement will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if this Agreement and any such interests and obligation were covered by the laws of the United States or a state of the United States.
(b) In the event that the Underwriter is a Covered Entity or a BHC Act Affiliate (as defined below) of the Underwriter becomes subject to a
proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against the Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised
under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
(c) For purposes of this Agreement
(i) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance
with, 12 U.S.C. § 1841(k);
(ii) “Covered Entity” means any of the following:
(A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 252.82(b);
(B) a “covered bank” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 47.3(b); or
(C) a “covered FSI” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. § 382.2(b);
(iii) “Default Right” has the meaning assigned to that term in, and shall
be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and
-22-
(iv) “U.S. Special Resolution Regime” means each of (A) the Federal
Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
19. For purposes of this Agreement, “business day” means any day on which the New York Stock Exchange, Inc. is open for trading.
20. This Agreement may be executed by the parties hereto in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.
21. Delivery of this Agreement by one party to the other
may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech §§ 301-309), as amended from time to time, or other applicable law) or
other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
22. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF NEW YORK.
[Signature Page Follows]
-23-
If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this Agreement shall represent a binding agreement between the Company and the Underwriter.
Very truly yours,
AT&T INC.
By:
/s/ Brett J. Feldman
Name: Brett J. Feldman
Title: Senior Vice President – Investor Relations and Treasurer
[Signature Page to Underwriting Agreement]
The foregoing Agreement is hereby
confirmed and accepted as of the date first
above written.
DEUTSCHE BANK AG, LONDON BRANCH
By:
/s/ John Han
Name: John Han
Title: Managing Director
By:
/s/ Helene Jolly
Name: Helene Jolly
Title: Managing Director
[Signature Page to
Underwriting Agreement]
SCHEDULE I
Underwriting Agreement, dated August 7, 2026 (the “Agreement”)
Registration Statement No. 333-285413
Applicable Time: 12:35 p.m. (U.K. time) on the date of the Agreement
Additional information comprising the General Disclosure Package as defined in Paragraph 1(e): The final term sheet is attached as Schedule IV.
Representative and Address:
Deutsche Bank AG, London
Branch
21 Moorfields
London EC2Y 9DB
United Kingdom
Underwritten Securities:
Floating Rate Global Notes due 2028
Designation:
Floating Rate Global Notes due 2028 (the “Notes”)
Principal Amount:
€1,200,000,000
Maturity Date:
August 17, 2028, at par.
Interest Rate:
Applicable EURIBOR Rate (based on the three-month EURIBOR) plus 40 basis points. The interest rate on the Notes will in no event be lower
than zero.
“Applicable EURIBOR Rate” shall mean 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 Floating Rate Interest Reset Date (each such date, an “Interest Determination Date”), The Bank of New York Mellon Trust Company, N.A.
(the “Calculation Agent”), as agent for AT&T, will determine the Applicable EURIBOR Rate which shall be the rate for deposits in euro having a maturity of three months commencing on the first day of the applicable interest period
that appears on the Bloomberg Screen BBAM Page 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
-Schedule I-1-
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, 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 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 Floating Interest Rate for the Floating Rate Interest Period commencing on the Floating Rate Interest Reset Date following
such Interest Determination Date will be the Floating Interest Rate in effect on such Interest Determination Date (i.e., the same as the rate determined for the immediately preceding Floating Rate Interest Reset Date).
“Floating Interest Rate” means the per annum interest rate on the
Notes in effect for each day of a Floating Rate Interest Period will be equal to the Applicable EURIBOR Rate plus 40 basis points (0.400%).
-Schedule I-2-
“Floating Rate Interest Period” means the period from and including a Floating Rate Interest Reset Date to but excluding
the next succeeding Floating Rate Interest Reset Date and, in the case of the last such period, from and including the Floating Rate Interest Reset Date immediately preceding the Maturity Date or Floating Rate Principal Payment Date, as the case may
be, to but not including such Maturity Date or Floating Rate Principal Payment Date, as the case may be. If the Floating Rate 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, Floating Rate Principal Payment Date or any day thereafter.
“Floating Rate Interest Reset Date” means February 17,
May 17, August 17 and November 17 of each year, and the initial Floating Rate Interest Period on August 17, 2026.
“The Floating Rate Principal Payment Date” means the date the principal on the Notes is paid or made available for payment.
Interest Payment Date:
Quarterly on each February 17, May 17, August 17 and November 17 of each year, commencing on November 17, 2026; provided however, that if any such interest payment date would fall on a day that is not a
EURIBOR business day (as defined herein), other than the interest payment date that is also the date of maturity, that interest payment date will be postponed to the next succeeding EURIBOR business day, unless the next succeeding EURIBOR business
day is in the next succeeding calendar month, in which case such interest payment date shall be the immediately preceding EURIBOR business day; and provided further, that if the date of maturity is not a EURIBOR business day, payment of principal
and interest will be made on the next succeeding business day and no interest will accrue for the period from and after such date of maturity.
Purchase Price:
99.850%
Price to Public:
100.000%
Underwriting Discount:
0.150%
Redemption Provisions:
Except in connection with certain tax events, the Notes are not redeemable at our option.
Form/Clearing Systems:
The Notes will be issued only in registered, book-entry form. There will be a Global Note deposited with a common depositary for Euroclear Bank SA/NV and Clearstream Banking S.A. for each
issue.
-Schedule I-3-
Delivery Date, Time and Location:
11:00 A.M. (London time) on August 17, 2026 at the offices of Sullivan & Cromwell LLP.
Offering Restrictions:
The Underwriter represents and warrants to, and agrees with, the offering restrictions set forth in Schedule III hereto.
Additional Terms:
In addition to Paragraph 14 of the Agreement, the obligations of the Underwriter under the Agreement may be terminated by the Representative, in their absolute discretion, by notice given to and received by the Company prior to
the delivery of and payment for the Notes, if, during the period beginning on the date of the Agreement to and including the Delivery Date, there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis or
the declaration by the United States of war or a national emergency or any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which on the financial markets
is material and adverse and is such as to make it, in the reasonable judgment of the Representative, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated by the Prospectus.
-Schedule I-4-
SCHEDULE II
Underwriter
Principal Amount
Deutsche Bank AG, London Branch
€
1,200,000,000
Total
€
1,200,000,000
-Schedule II-1-
SCHEDULE III
OFFERING RESTRICTIONS
General
The Securities are offered for sale in the United States and in jurisdictions outside the United States, subject to applicable law.
The Underwriter has agreed that it will not offer, sell or deliver any of the Securities, directly or indirectly, or distribute the prospectus
supplement or the accompanying prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will to the best knowledge and belief of the Underwriter result in compliance with the
applicable laws and regulations thereof and which will not impose any obligations on the Company except as set forth in the Agreement.
Canada
The Securities may be sold only to purchasers in the provinces of Alberta, British Columbia, Nova Scotia, Ontario, Quebec and Saskatchewan
purchasing or deemed to be purchasing, as principal that are (a) accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions and, if such purchasers are resident in the Province
of Ontario, subsection 73.3(1) of the Securities Act (Ontario), (b) permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations,
and (c) not individuals.
United Kingdom
The Underwriter has represented and agreed that it: (i) has only communicated or caused to be communicated and will only communicate or
cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”)) received by it in connection with the
issue or sale of the Underwritten Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (ii) has complied and will comply with all applicable provisions of the FSMA with respect to anything done
by it in relation to the Underwritten Securities in, from or otherwise involving the United Kingdom.
The Underwriter has represented and
agreed that it has not offered, sold, distributed or otherwise made available and will not offer, sell, distribute or otherwise make available any Underwritten Securities to any retail investor in the United Kingdom. For the purposes of this
provision:
(a) the expression “retail investor” means a person who is either one (or both) of the following:
(i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended; or
-Schedule III-1-
(ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to
the Public Offers and Admissions to Trading Regulations 2024; and
(b) the expression “offer” includes the
communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Securities to be offered so as to enable an investor to decide to buy or subscribe for the Underwritten Securities.
European Economic Area
The Underwriter
has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Underwritten Securities, and will not distribute any prospectus or any other offering material relating to
the Underwritten Securities, to any retail investor in the European Economic Area. For the purposes of this provision:
(a)
the expression “retail investor” means a person who is one (or more) of the following:
(i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”);
(ii) a customer
within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended); and
(b) the expression “offer” includes the communication in any form and by any means of sufficient information on the
terms of the offer and the Underwritten Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Underwritten Securities.
Republic of Italy
The offering of the
Securities has not been registered pursuant to Italian securities legislation and, accordingly, no Securities may be offered, sold or delivered, nor may copies of the Prospectus or of any other document relating to the Securities be distributed in
the Republic of Italy, except:
(i) to qualified investors (investitori qualificati), as defined pursuant to Article
2 of Regulation (EU) 2017/1129 and any applicable provision of Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and Italian CONSOB regulations; or
-Schedule III-2-
(ii) in other circumstances which are exempted from the rules on public
offerings pursuant to Article 1 of Regulation (EU) 2017/1129, Article 34-ter of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time, and the applicable Italian laws.
Any offer, sale or delivery of the Securities or distribution of copies of the Prospectus or any other document relating to the Securities in
the Republic of Italy under (i) or (ii) above must:
(a) be made by an investment firm, bank or financial intermediary
permitted to conduct such activities in the Republic of Italy in accordance with Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018 (as amended from time to time) and Legislative Decree No. 385 of 1 September
1993, as amended (the “Banking Act”);
(b) comply with any other applicable laws and regulations or
requirement imposed by CONSOB, the Bank of Italy (including, where applicable, the reporting requirements pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time) and/or any other
Italian authority.
Japan
The
Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and the Underwriter and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or
indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the
Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan.
Hong Kong
The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or
debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the
Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other
than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and
any rules made thereunder.
-Schedule III-3-
Singapore
The Underwriter acknowledges that the prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, the Underwriter represents and agrees that it has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the
Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the prospectus supplement or any other document or material in connection with the offer or
sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of
Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions
specified in Section 275 of the SFA.
-Schedule III-4-
SCHEDULE IV
Final Term Sheet
August 7,
2026
€1,200,000,000
AT&T Inc.
€1,200,000,000 FLOATING RATE GLOBAL NOTES DUE 2028
ISSUER:
AT&T Inc.
TITLE OF SECURITIES:
€1,200,000,000 aggregate principal amount of Floating Rate Global Notes due 2028 (the “Notes”).
TRADE DATE:
August 7, 2026
SETTLEMENT DATE (T+6*):
August 17, 2026
MATURITY DATE:
August 17, 2028, at par.
AGGREGATE PRINCIPAL AMOUNT OFFERED:
€1,200,000,000
PRICE TO PUBLIC (ISSUE PRICE):
100.000%
GROSS SPREAD
0.150%
PRICE TO AT&T:
99.850%
NET PROCEEDS:
€1,198,200,000
USE OF PROCEEDS:
AT&T intends to use the net proceeds of this offering to repay a portion of the amounts outstanding under its $17,500,000,000 Delayed Draw Term Loan Credit Agreement (the “Term Loan”) entered into on
November 3, 2025 between AT&T, Bank of America, N.A., as agent, and the lenders set forth therein. The amounts outstanding under the Term Loan are comprised of (i) a $3.0
billion 364-day delayed draw term loan facility which matures on July 27, 2027 and (ii) an $11.5 billion two-year delayed draw term loan
facility which matures on July 28, 2028.
-Schedule IV-1-
UNDERWRITERS’ REIMBURSEMENT OF AT&T’S EXPENSES:
Underwriters to reimburse $410,000 of AT&T’s expenses.
INTEREST RATE:
Applicable EURIBOR Rate (based on the three-month EURIBOR) plus 40 basis points. The interest rate on the Notes will in no event be lower than zero.
INTEREST PAYMENT DATE:
Quarterly on each February 17, May 17, August 17 and November 17 of each year, commencing on November 17, 2026; provided however, that if any such interest payment date would fall on a day that is not a
EURIBOR business day (as defined herein), other than the interest payment date that is also the date of maturity, that interest payment date will be postponed to the next succeeding EURIBOR business day, unless the next succeeding EURIBOR business
day is in the next succeeding calendar month, in which case such interest payment date shall be the immediately preceding EURIBOR business day; and provided further, that if the date of maturity is not a EURIBOR business day, payment of principal
and interest will be made on the next succeeding business day and no interest will accrue for the period from and after such date of maturity.
DENOMINATIONS:
Minimum of €100,000 and integral multiples of €1,000 in excess thereof.
INDENTURE AND RANKING
The Notes will be issued under 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 Notes will be AT&T’s unsecured and unsubordinated
obligations and will rank pari passu with all other indebtedness issued under the indenture.
OPTIONAL REDEMPTION BY AT&T:
Except in connection with certain tax events, the Notes are not redeemable at AT&T’s option.
TAX GROSS UP:
Comparable to prior AT&T transactions.
TAX CALL:
Comparable to prior AT&T transactions.
ISIN:
XS3471497480
CUSIP:
00206R NW8
COMMON CODE:
347149748
-Schedule IV-2-
LISTING:
AT&T intends to apply to list the Notes on the New York Stock Exchange.
FORM/CLEARING SYSTEMS:
The Notes will be issued only in registered, book-entry form. There will be a Global Note deposited with a common depositary for Euroclear Bank SA/NV and Clearstream Banking S.A. for each issue.
STABILIZATION:
FCA/ICMA
DAY COUNT FRACTION:
ACTUAL/360, modified following, adjusted
ISSUER RATINGS:
Moody’s: Baa2 (Stable)
S&P: BBB
(Stable)
Fitch: BBB+ (Negative Outlook)
SOLE BOOKRUNNER:
Deutsche Bank AG, London Branch
REFERENCE DOCUMENT:
Prospectus Supplement, dated August 7, 2026; and Prospectus, dated February 28, 2025
A SECURITIES RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY BE REVISED OR WITHDRAWN AT
ANY TIME.
*
Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended,
trades in the secondary market generally are required to settle in one business day, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the business day before the settlement date
will be required, by virtue of the fact that the Notes initially will settle in T+6, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.
THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE OFFERING TO WHICH
THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE ISSUER AND THIS OFFERING. YOU MAY GET THESE
DOCUMENTS FOR FREE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV. ALTERNATIVELY, THE ISSUER, THE UNDERWRITER OR DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING DEUTSCHE BANK AG, LONDON
BRANCH AT 1-800-503-4611.
MiFID II and UK MiFIR—professionals/ECPs-only / No PRIIPs KID or CCI Regulations product summary – Manufacturer target
market (MIFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) or UK CCI Regulations product summary has been prepared as not available
to retail in EEA or UK.
-Schedule IV-3-
This term sheet, the prospectus, the prospectus supplement and any other document or
materials relating to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and
Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This document and such other documents and/or
materials are for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order or (iii) are outside the United Kingdom (all such
persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which
this term sheet, the prospectus, the prospectus supplement and any other document or materials relates will be engaged in only with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this term
sheet, the prospectus or the prospectus supplement or any of their contents.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE
NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
-Schedule IV-4-
EXHIBIT A
AT&T INC.
DELAYED DELIVERY
CONTRACT
______________, 20___
AT&T
Inc.
208 S. Akard Street
Dallas, Texas 75202
Ladies and Gentlemen:
The undersigned hereby
agrees to purchase from AT&T Inc., a Delaware corporation (the “Company”), and the Company hereby agrees to sell to the undersigned, €[•] principal amount of the Company’s above-captioned securities
(“Securities”), offered by the Company’s prospectus, dated , as supplemented by the prospectus supplement, dated (collectively, the “Prospectus”), receipt of a copy of which is hereby acknowledged, at a
purchase price of % of the principal amount thereof plus accrued interest from to the Delivery Date (as defined in the next paragraph) and on the further terms and conditions set forth in this Contract.
Payment for and delivery of the Securities to be purchased by the undersigned shall be made on ______________, 20___, herein called the
“Delivery Date”.
At 10:00 A.M., New York time, on the Delivery Date, the Securities to be purchased by the
undersigned hereunder will be delivered by the Company to the undersigned, and the undersigned will accept delivery of such Securities and will make payment to the Company of the purchase price therefore at the office of The Bank of New York Mellon
Trust Company, N.A. Payment will be by certified or official bank check or wire transfer payable in Federal (same day) funds settled through the New York Clearing House, or such other Clearing House as the Company may designate, to or upon the order
of the Company. The Securities will be delivered in such authorized forms and denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than two full
business days prior to the Delivery Date or, if the undersigned fails to make a timely designation in the foregoing manner, in the form of one definitive fully registered certificate representing the Securities in the above principal amount,
registered in the name of the undersigned.
This Contract will terminate and be of no further force and effect after ______________,
20___, unless (i) on or before such date it shall have been executed and delivered by both parties hereto and (ii) the Company shall have sold to the Underwriter named in the Prospectus the Immediate Delivery Underwritten Securities (as
defined in the Underwriting Agreement referred to in the Prospectus). The Company will mail or deliver to the undersigned at its address set forth below a notice to that effect, stating the date of the occurrence thereof, accompanied by copies of
the opinion of counsel for the Company delivered to the Underwriter pursuant to Paragraph 14(d) of the Underwriting Agreement.
-Exhibit A-1-
The obligation of the undersigned to accept delivery of and make payment for the Securities
on the Delivery Date will be subject to the condition that the Securities shall not, on the Delivery Date, be an investment prohibited by the laws of the jurisdiction to which the undersigned is subject, the undersigned hereby representing that such
an investment is not so prohibited on the date hereof.
This Contract will inure to the benefit of and be binding upon the parties hereto
and their respective successors but will not be assignable by either party hereto without the written consent of the other.
This Contract
may be executed by any of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
It is understood that acceptance of any Delayed Delivery Contract (as defined in said Underwriting Agreement) is in the Company’s sole
discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered.
Very truly yours,
By
Title
Address
Accepted as of , 20___
AT&T INC.
By
Title:
-Exhibit A-2-
EX-1.2
EX-1.2
Filename: d153710dex12.htm · Sequence: 3
EX-1.2
Exhibit 1.2
Execution Version
AT&T INC.
U.S.$1,100,000,000
U.S.$1,100,000,000 FLOATING RATE GLOBAL NOTES DUE 2028
UNDERWRITING AGREEMENT
August 10, 2026
To the Representative
named in Schedule I
hereto of the Underwriter
named in Schedule II hereto
Ladies and Gentlemen:
AT&T Inc., a Delaware corporation (the “Company”), may issue and sell from time to time series of its debt securities
registered under the registration statement referred to in Paragraph 1(a) hereof (“Securities” and, individually, “Security”). The Securities will be issued under an Indenture, dated as of May 15, 2013 (the
“Indenture”), from the Company to The Bank of New York Mellon Trust Company, N.A., as Trustee, in one or more series, which series may vary as to interest rates, maturities, redemption provisions and selling prices, with all such terms
for any particular series being determined at the time of sale. The Company proposes to sell to the underwriter named in Schedule II hereto (“Underwriter”), for whom you are acting as representative (“Representative”), the
series of Securities of the designation, with the terms and in the aggregate principal amount specified in Schedule I hereto (“Underwritten Securities” and, individually, “Underwritten Security”).
1. The Company represents and warrants to, and agrees with, the Underwriter that:
(a) A registration statement on Form S-3 with respect to the Securities has been
prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (“Securities Act”), and the rules and regulations (“Rules and Regulations”) of the Securities and Exchange Commission
(“Commission”) thereunder and has become effective. As used in this Agreement:
(i) “Registration
Statement” as of any time means the Registration Statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and any information in a prospectus, preliminary prospectus
supplement (where applicable) or prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B that has not been superseded or modified. “Registration Statement” without reference to a time means the
Registration Statement as of the time of the first contract of sale for the Underwritten Securities, which time shall be considered the “effective date” of the Registration Statement relating to the Underwritten Securities. For purposes
of this definition, information contained in a form of prospectus, preliminary prospectus supplement (where applicable) or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be
considered to be included in the Registration Statement as of the time specified in Rule 430B.
(ii) “Preliminary Prospectus,” when used, means any preliminary
prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act.
(iii) “Statutory Prospectus” as of any time means the prospectus relating to the Underwritten Securities that is
included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein and any basic prospectus or prospectus supplement deemed to be a part thereof pursuant to Rule 430B that has not been
superseded or modified. For purposes of this definition, information contained in a form of prospectus (including a prospectus supplement) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be
considered to be included in the Statutory Prospectus only as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b).
(iv) “Prospectus” means the Statutory Prospectus that discloses the public offering price and other final terms of
the Underwritten Securities and otherwise satisfies Section 10(a) of the Securities Act.
(v) “Issuer Free
Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Underwritten Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the
form retained in the Company’s records pursuant to Rule 433(g). “General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced
by its being specified in a schedule to this Agreement. “Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.
(vi) “Applicable Time” means the time and date identified as such in Schedule I of this Agreement.
(b) The Registration Statement and the Prospectus contain, and (in the case of any amendment or supplement to any such
document, or any material incorporated by reference in any such document, filed with the Commission after the date as of which this representation is being made) will contain at all times during the period specified in Paragraph 6(c) hereof, all
statements which are required by the Securities Act, the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Trust Indenture Act of 1939, as amended (“Trust Indenture Act”), and the rules and regulations of the
Commission under such Acts; the Indenture, including any amendments and supplements thereto, pursuant to which the Underwritten Securities will be issued will conform with
-2-
the requirements of the Trust Indenture Act and the rules and regulations of the Commission thereunder; and the Registration Statement, the General Disclosure Package (as defined herein) and the
Prospectus do not, and (in the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document, filed with the Commission after the date as of which this representation is being made) will not
at any time during the period specified in Paragraph 6(c) hereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading except that
the Company makes no representation or warranty as to information contained in or omitted from the Registration Statement, the General Disclosure Package (as defined herein) or the Prospectus in reliance upon and in conformity with information
furnished in writing to the Company through the Representative by or on behalf of the Underwriter specifically for use therein, or as to any statements in or omissions from the Statement of Eligibility and Qualification of the Trustee under the
Trust Indenture Act.
(c)
(i) (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto
for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and
(C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Underwritten Securities in reliance on the exemption of Rule 163, the Company was a
“well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined in Rule 405.
(ii) The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, that
initially became effective within three years of the date of this Agreement. If immediately prior to the Renewal Deadline (as hereinafter defined), any of the Underwritten Securities remain unsold by the Underwriter, the Company will prior to the
Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Underwritten Securities, in a form satisfactory to the Representative. If the Company is no longer eligible
to file an automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Underwritten Securities, in a form satisfactory to the
Representative, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and
sale of the Underwritten Securities to continue as contemplated in the expired registration statement relating to the Underwritten Securities. References herein to the Registration Statement shall include such new automatic shelf registration
statement or such new shelf registration statement, as the case may be. “Renewal Deadline” means the third anniversary of the initial effective time of the Registration Statement.
-3-
(iii) The Company has not received from the Commission any notice pursuant
to Rule 401(g)(2) objecting to use of the automatic shelf registration statement form. If at any time when Underwritten Securities remain unsold by the Underwriter the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or
otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representative, (ii) promptly file a new registration statement or post-effective amendment on the proper form
relating to the Underwritten Securities, in a form satisfactory to the Representative, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and
(iv) promptly notify the Representative of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Underwritten Securities to continue as contemplated in the registration
statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include, or refer to, as applicable, such new registration statement or
post-effective amendment, as the case may be.
(iv) The Company has paid or shall pay the required Commission filing fees
relating to the Underwritten Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).
(d) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Underwritten Securities and (ii) at the date of this Agreement, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.
(e) As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the
Applicable Time, the Statutory Prospectus, any Preliminary Prospectus (where applicable) and the additional information, if any, identified in Schedule I to this Agreement, all considered together (collectively, the “General Disclosure
Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading except that the Company makes no representation or warranty as to information contained in or omitted from any prospectus included
in the Registration Statement or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company through the Representative by or on behalf of the Underwriter specifically for use therein.
-4-
(f) Each Issuer Free Writing Prospectus, as of its issue date and at all
subsequent times through the completion of the public offer and sale of the Underwritten Securities or until any earlier date that the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not
include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or
development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or
would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, (i) the Company has promptly notified or will promptly notify the
Representative and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
(g) The Company is not in violation of its corporate charter or bylaws or in default under any agreement, indenture or
instrument, the effect of which violation or default would be material to the Company; the execution, delivery and performance of this Agreement and any Delayed Delivery Contracts (as defined in Paragraph 3 hereof) and compliance by the Company with
the provisions of the Underwritten Securities and the Indenture will not conflict with, result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its material subsidiaries pursuant to the
terms of, or constitute a default under, any agreement, indenture or instrument, or result in a violation of the corporate charter or bylaws of the Company or any order, rule or regulation of any court or governmental agency having jurisdiction over
the Company; and except as required by the Securities Act, the Trust Indenture Act and applicable state securities laws, no consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the
execution, delivery and performance of this Agreement, the Delayed Delivery Contracts, if any, and the Indenture. The Commission has not issued any order preventing or suspending the use of any part of the Registration Statement, any Preliminary
Prospectus (where applicable) or the Prospectus.
(h) Except as described in or contemplated by the General Disclosure
Package, there shall have not occurred any changes or any development involving a prospective change, or affecting particularly the business or properties of the Company or its subsidiaries which materially impairs the investment quality of the
Underwritten Securities since the dates as of which information is given in the General Disclosure Package.
(i) On the
Delivery Date (as defined in Paragraph 5 hereof) (i) the Indenture will have been duly authorized, executed and delivered by the Company and will constitute the legally binding obligation of the Company, enforceable in accordance with its
terms, (ii) the Underwritten Securities will have been duly authorized and, upon payment therefor as provided in this Agreement, will constitute legally binding obligations of the Company entitled to the benefits of the Indenture, and
(iii) the Underwritten Securities and the Indenture will conform to the descriptions thereof contained in the Prospectus.
-5-
(j) Each of the Company and its subsidiaries has been duly incorporated, is
validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own its properties and conduct its
business as described in the General Disclosure Package, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases properties
or conducts business, except where the failure to so qualify would not have a material adverse effect on the Company and its subsidiaries taken as a whole.
(k) Except as described in the General Disclosure Package, there is no material litigation or governmental proceeding pending
or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries which is reasonably expected to result in any material adverse change in the financial condition, results of operations, business or prospects of the
Company and its subsidiaries taken as a whole or which is required to be disclosed in the General Disclosure Package.
(l)
The financial statements filed as part of the Registration Statement and the General Disclosure Package present, or (in the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document,
filed with the Commission after the date as of which this representation is being made) will present at all times during the period specified in Paragraph 6(c) hereof, fairly, the consolidated financial condition and results of operations of the
Company and its subsidiaries, at the dates and for the periods indicated, and have been, and (in the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document, filed with the Commission
after the date as of which this representation is being made) will be at all times during the period specified in Paragraph 6(c) hereof, prepared in conformity with generally accepted accounting principles applied on a consistent basis
throughout the periods involved (except as described in the notes thereto).
(m) The documents incorporated by reference
into any Statutory Prospectus, the General Disclosure Package or the Prospectus have been, and (in the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document, filed with the
Commission after the date as of which this representation is being made) will be, at all times during the period specified in Paragraph 6(c) hereof, prepared by the Company in conformity with the applicable requirements of the Securities Act and the
Rules and Regulations and the Exchange Act and the rules and regulations of the Commission thereunder and such documents have been, or (in the case of any amendment or supplement to any such document, or any material incorporated by reference in any
such document, filed with the Commission after the date as of which this representation is being made) will be at all times during the period specified in Paragraph 6(c) hereof, timely filed as required thereby; and no such documents were filed with
the Commission since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement.
-6-
(n) There are no contracts or other documents which are required to be filed
as exhibits to the Registration Statement by the Securities Act or by the Rules and Regulations, or which were required to be filed as exhibits to any document incorporated by reference in any Preliminary Prospectus (where applicable) or the
Prospectus, by the Exchange Act or the rules and regulations of the Commission thereunder, which have not been filed as exhibits to the Registration Statement or to such document or incorporated therein by reference as permitted by the Rules and
Regulations or the rules and regulations of the Commission under the Exchange Act as required.
2. Subject to the terms and conditions and
in reliance upon the representations and warranties herein set forth, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the purchase price and on the other terms set forth in Schedule I
hereto, the principal amount of the Underwritten Securities set forth opposite its name in Schedule II hereto. The Underwriter shall reimburse the Company in the aggregate for up to $330,000 of the Company’s expenses.
3. Any offer to purchase Underwritten Securities by institutional investors solicited by the Underwriter for delayed delivery shall be made
pursuant to contracts substantially in the form of Exhibit A attached hereto, with such changes therein as the Company and the Representative may approve (“Delayed Delivery Contracts”). The Company shall have the right, in its sole
discretion, to approve or disapprove each such institutional investor. Underwritten Securities which are subject to Delayed Delivery Contracts are herein sometimes called “Delayed Delivery Underwritten Securities” and Underwritten
Securities which are not subject to Delayed Delivery Contracts are herein sometimes called “Immediate Delivery Underwritten Securities”.
Contemporaneously with the purchase on the Delivery Date by the Underwriter of the Immediate Delivery Underwritten Securities pursuant to this
Agreement, the Company will pay to the Representative, for the account of the Underwriter, the compensation specified in Schedule I hereto for arranging the sale of Delayed Delivery Underwritten Securities. The Underwriter shall have no
responsibility with respect to the validity or performance of any Delayed Delivery Contracts.
For the purpose of determining the
principal amount of Immediate Delivery Underwritten Securities to be purchased by the Underwriter, there shall be deducted from the principal amount of Underwritten Securities to be purchased by the Underwriter as set forth in Schedule II hereto
that portion of the aggregate principal amount of Delayed Delivery Underwritten Securities that the principal amount of Underwritten Securities to be purchased by the Underwriter as set forth in Schedule II hereto bears to the aggregate principal
amount of Underwritten Securities set forth therein to be purchased by all of the Underwriter (in each case as adjusted by the Representative to avoid fractions of the minimum principal amount in which the Underwritten Securities may be issued),
except to the extent that the Representative determines, in its discretion, that such deduction shall be otherwise than in such proportion and so advises the Company.
-7-
4. The Company shall not be obligated to deliver any Underwritten Securities except upon
payment for all Immediate Delivery Underwritten Securities to be purchased pursuant to this Agreement as hereinafter provided.
5.
Delivery of and payment for the Immediate Delivery Underwritten Securities shall be made at such address, date and time as may be specified in Schedule I hereto. This date and time are sometimes referred to as the “Delivery Date.” On the
Delivery Date, the Company shall deliver the Immediate Delivery Underwritten Securities to the Representative for the account of the Underwriter against payment to or upon the order of the Company of the purchase price by certified or official bank
check or checks or wire transfer payable in Federal (same day) funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriter hereunder. Upon
delivery, the Immediate Delivery Underwritten Securities shall be in such form or forms and in such denominations as may be set forth in Schedule I. Immediate Delivery Underwritten Securities in registered form shall be in such authorized
denominations and registered in such names as the Representative shall request in writing not less than two full business days prior to the Delivery Date. For the purpose of expediting the checking and packaging of the Immediate Delivery
Underwritten Securities, the Company shall make the Immediate Delivery Underwritten Securities available for inspection by the Representative in New York, New York not later than 2:00 P.M., local time, on the business day prior to the Delivery Date.
6. The Company agrees with the Underwriter that:
(a) The Company will furnish promptly to the Representative and to counsel for the Underwriter signed copies of the
Registration Statement as originally filed and each amendment and supplement thereto filed prior to the date hereof and relating to or covering the Underwritten Securities, and a copy of the Prospectus filed with the Commission, including all
documents incorporated therein by reference and all consents and exhibits filed therewith;
(b) The Company will deliver
promptly to the Representative such reasonable number of the following documents as the Representative may request: (i) conformed copies of the Registration Statement (excluding exhibits other than the computation of the ratio of earnings to
fixed charges, the Indenture and this Agreement), (ii) the Prospectus, (iii) any Issuer Free Writing Prospectus and (iv) any documents incorporated by reference in the Prospectus or any Issuer Free Writing Prospectus;
(c) During any period when a prospectus relating to the Underwritten Securities is (or, but for the exemption in Rule 172,
would be) required by law to be delivered, the Company will not file any amendment of the Registration Statement nor will the Company file any amendment or supplement to the Prospectus (except for (i) an amendment or supplement consisting
solely of the filing of a document under the Exchange Act or (ii) a supplement relating to an offering of securities other than the Underwritten Securities), unless the Company has furnished the Representative with a copy of such proposed
amendment or supplement for its review prior to filing and will not file any such proposed amendment or supplement to which the Representative reasonably objects. Subject to the foregoing sentence, the Company will cause each
-8-
Statutory Prospectus (including the Prospectus), each Preliminary Prospectus (where applicable) and any amendment or supplement thereto to be filed with the Commission as required pursuant to
Rule 424 under the Securities Act not later than the second business day following the earlier of the date it is first used or the date of this Agreement. The Company will promptly advise the Representative (i) when each Statutory Prospectus,
each Preliminary Prospectus (where applicable) or any amendment or supplement thereto shall have been filed with the Commission pursuant to Rule 424 under the Securities Act, (ii) when any amendment of the Registration Statement shall have
become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to any Statutory Prospectus, Preliminary Prospectus (where applicable) or Issuer Free Writing Prospectus or
for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose or under Section 8A of
the Securities Act and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Underwritten Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose. The Company will promptly (upon filing thereof) furnish the Representative a copy of any amendment or supplement to any Statutory Prospectus, Issuer Free Writing Prospectus or Registration Statement not furnished to the Representative
for prior review pursuant to exception (i) or (ii) of the first sentence of this subsection (c). The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal
thereof;
(d) If, at any time when a prospectus relating to the Underwritten Securities is (or, but for the exemption in
Rule 172, would be) required to be delivered under the Securities Act, any event occurs as a result of which the Registration Statement, as then amended, or the Prospectus, as then amended or supplemented, would include any untrue statement of a
material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration Statement or to amend or
supplement the Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, the Company promptly will (i) notify the Representative of the happening of such event, (ii) prepare and file with the
Commission, subject to the first sentence of paragraph (c) of this Paragraph 6, an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance and (iii) will supply
any such amended or supplemented Prospectus to the Representative in such quantities as the Representative may reasonably request;
(e) As soon as practicable, the Company will make generally available to its security holders and to the Representative an
earnings statement or statements of the Company which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act;
-9-
(f) During a period of five years after the date hereof, the Company will
furnish to the Representative copies of all reports and financial statements furnished by the Company to each securities exchange on which securities issued by the Company may be listed pursuant to requirements of or agreements with such exchange or
to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; provided, however, that the Company will be deemed to have furnished such reports and financial statements to the Representative to the extent
they are available through the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system;
(g) The Company will endeavor to qualify the Underwritten Securities for sale under the laws of such jurisdictions as the
Representative may designate and will maintain such qualifications in effect so long as required for the distribution of the Underwritten Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign
corporation or take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject;
(h) The Company will pay the costs incident to the authorization, issuance and delivery of the Underwritten Securities and any
taxes payable in that connection; the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and any amendments, supplements and exhibits thereto; the costs of distributing the Registration
Statement as originally filed and each amendment and post-effective amendment thereof (including exhibits), any Statutory Prospectus, any Preliminary Prospectus (where applicable), the Prospectus and any documents incorporated by reference in any of
the foregoing documents; the costs incident to the preparation, printing and distribution of each Issuer Free Writing Prospectus to investors or prospective investors; the costs of producing this Agreement, the Delayed Delivery Contracts, if any,
and the Indenture; fees paid to rating agencies in connection with the rating of the Securities, including the Underwritten Securities; the fees and expenses of qualifying the Underwritten Securities under the securities laws of the several
jurisdictions as provided in this Paragraph and of preparing and printing a Blue Sky Memorandum and a memorandum concerning the legality of the Securities, including the Underwritten Securities, as an investment (including fees of counsel to the
Underwriter); and all other costs and expenses incident to the performance of the Company’s obligations under this Agreement; provided that, except as provided in this Paragraph and in Paragraph 10 hereof, the Underwriter shall pay its own
costs and expenses, including the fees and expenses of its counsel, any transfer taxes on the Underwritten Securities which they may sell and the expenses of advertising any offering of the Underwritten Securities made by the Underwriter;
(i) Until the termination of the offering of the Underwritten Securities, the Company will timely file all documents, and any
amendments to previously filed documents, required to be filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act;
(j) During the period beginning on the date hereof and continuing to the Delivery Date, the Company will not offer, sell,
contract to sell or otherwise dispose of any senior debt securities of the Company or any guarantees or support obligations of debt securities of others, in any case with maturities longer than one year, other than Underwritten Securities to the
Underwriter and as otherwise disclosed in the Prospectus; provided, however, that this Paragraph 6(j) shall apply only to U.S. dollar-denominated senior debt securities of the Company;
-10-
(k) The Company represents and agrees that, unless it obtains the prior
consent of the Representative, and the Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representative, it has not made and will not make any offer relating to the Underwritten Securities that would
constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company
and the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing
prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record
keeping. The Company has complied and will comply with Rule 433; and
(l) The Company has prepared a final term sheet,
which is attached hereto as Schedule IV, relating to the Underwritten Securities, containing only information that describes the final terms of the Underwritten Securities and otherwise in a form consented to by the Representative, and will file
such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for all classes of the offering of the Underwritten Securities. Any such final term sheet is an Issuer Free Writing
Prospectus and a Permitted Free Writing Prospectus for purposes of this Agreement. The Company also consents to the use by the Underwriter of a free writing prospectus only in the form of one or more term sheets relating to the Underwritten
Securities and containing customary information, it being understood that any such free writing prospectus referred to above shall not be an Issuer Free Writing Prospectus for purposes of this Agreement.
7. (a) The Company shall indemnify and hold harmless the Underwriter and each person, if any, who controls the Underwriter within the meaning
of the Securities Act from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, to which that Underwriter or controlling person may become subject, under the Securities Act or otherwise, insofar as
such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at any time, any Statutory Prospectus at any time, any
Preliminary Prospectus (where applicable), the Prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arises out of, or is based
upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse the Underwriter and such controlling person for any legal and other
expenses reasonably incurred by that Underwriter or controlling person in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred (but no more frequently than
annually); provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or
alleged omission
-11-
made in the Registration Statement at any time, any Statutory Prospectus at any time, any Preliminary Prospectus (where applicable), the Prospectus or any Issuer Free Writing Prospectus in
reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of the Underwriter specifically for use therein. The foregoing indemnity agreement is in addition to any liability which the
Company may otherwise have to the Underwriter or controlling person.
(b) The Underwriter shall indemnify and hold harmless
the Company, each of their directors, each of their officers who signed the Registration Statement and any person who controls the Company within the meaning of the Securities Act from and against any loss, claim, damage or liability, joint or
several, and any action in respect thereof, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of,
or is based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at any time, any Statutory Prospectus at any time, any Preliminary Prospectus (where applicable), the Prospectus or any
Issuer Free Writing Prospectus, or arises out of, or is based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to
the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company through the Representative by or on behalf of that
Underwriter specifically for use therein, and shall reimburse the Company for any legal and other expenses reasonably incurred by the Company or any such director, officer or controlling person in investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action as such expenses are incurred (but no more frequently than annually). The foregoing indemnity agreement is in addition to any liability which the Underwriter may otherwise have to the Company
or any of its directors, officers or controlling persons.
(c) Promptly after receipt by an indemnified party under this
Paragraph 7 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Paragraph 7, notify the indemnifying party in writing of
the claim or the commencement of that action, provided that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under Paragraph 7(a) or (b). If any such claim
or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly
notified indemnifying party, to assume the defense thereof with counsel satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the
indemnifying party shall not be liable to the indemnified party under this Paragraph 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of
investigation. If the indemnifying party shall not elect to assume the defense of such action, such indemnifying party will reimburse such indemnified party for the reasonable fees and expenses of any counsel
-12-
retained by them. In the event that the parties to any such action (including impleaded parties) include both the Company and the Underwriter and either (i) the indemnifying party or parties
and indemnified party or parties mutually agree or (ii) representation of both the indemnifying party or parties and the indemnified party or parties by the same counsel is inappropriate under applicable standards of professional conduct or in
the opinion of such counsel due to actual or potential differing interests between them, then the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party and will reimburse such
indemnified party for the reasonable fees and expenses of any counsel retained by them and satisfactory to the indemnifying party, it being understood that the indemnifying party shall not, in connection with any one action or separate but similar
or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such indemnified parties, which firm shall
be designated in writing by the Representative in the case of an action in which the Underwriter or controlling persons are indemnified parties and by the Company in the case of an action in which the Company or any of its directors, officers or
controlling persons are indemnified parties. The indemnifying party or parties shall not be liable under this Agreement with respect to any settlement made by any indemnified party or parties without prior written consent by the indemnifying party
or parties to such settlement.
(d) If the indemnification provided for in this Paragraph 7 shall for any reason be
unavailable to an indemnified party under Paragraph 7(a) or 7(b) hereof in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as is appropriate to reflect the relative benefits received
by the Company, on the one hand, and the Underwriter, on the other hand, from the offering of the Underwritten Securities. If, however, this allocation is not permitted by applicable law, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and
the Underwriter, on the other hand, from the offering of the Underwritten Securities and the relative fault of the Company, on the one hand, and the Underwriter, on the other hand, with respect to the statements or omissions which resulted in such
loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriter, on the other hand, with respect to such
offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Underwritten Securities (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by
the Underwriter with respect to such offering. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or the Underwriter, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or
-13-
payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Paragraph 7(d) shall be deemed to include, for
purposes of this Paragraph 7(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Paragraph 7(d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the total price at which the Underwritten Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which the
Underwriter has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
(e) The
agreements contained in this Paragraph 7 and the representations, warranties and agreements of the Company in Paragraph 1 and Paragraph 6 hereof shall survive the delivery of the Underwritten Securities and shall remain in full force and effect,
regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.
8.
The obligations of the Underwriter under this Agreement may be terminated by the Representative, in its absolute discretion, by notice given to and received by the Company prior to the delivery of and payment for the Immediate Delivery Underwritten
Securities, if, on or after the Applicable Time, (a) trading in securities generally on the New York Stock Exchange, Inc. is suspended or materially limited, or (b) a banking moratorium is declared by either Federal or New York State
authorities, or (c) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis or the declaration by the United States of war or a national emergency the effect of which on the financial markets of
the United States is material and adverse and is such as to make it, in the reasonable judgment of the Representative, impracticable or inadvisable to market such Underwritten Securities on the terms and in the manner contemplated by the General
Disclosure Package, or (d) the Company shall have received notice that any rating of any of the Company’s unsecured senior debt securities, guarantees or support obligations shall have been lowered by any nationally recognized statistical
rating organization (as defined in Section 3(a)(62) of the Exchange Act) or any such organization has publicly announced that it has under surveillance or review, with possible negative implications, the ratings of any of the Company’s
unsecured senior debt securities, guarantees or support obligations, or (e) there shall have occurred any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or its
subsidiaries which, in the Representative’s reasonable judgment, materially impairs the investment quality of the Underwritten Securities.
9. The respective obligations of the Underwriter under this Agreement with respect to the Underwritten Securities are subject to the accuracy,
on the date hereof and on the Delivery Date, of the representations and warranties of the Company contained herein, to performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions applicable
to the Underwritten Securities:
-14-
(a) At or before the Delivery Date, no stop order suspending the
effectiveness of the Registration Statement nor any order directed to any document incorporated by reference in any Preliminary Prospectus (where applicable), the Prospectus or any Issuer Free Writing Prospectus shall have been issued, and prior to
that time no stop order proceeding shall have been initiated or threatened by the Commission and no challenge shall have been made by the Commission or its staff as to the accuracy or adequacy of any document incorporated by reference in any
Preliminary Prospectus (where applicable), the Prospectus or any Issuer Free Writing Prospectus; any request of the Commission for inclusion of additional information in the Registration Statement or any Statutory Prospectus or otherwise shall have
been complied with; and after the date hereof the Company shall not have filed with the Commission any amendment or supplement to the Registration Statement, any Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus (or, in each
case, any document incorporated by reference therein) that shall have been disapproved by the Representative.
(b) No
Underwriter shall have discovered and disclosed to the Company on or prior to the Delivery Date that the Registration Statement, the General Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus contains an untrue statement of a
fact which is material or omits to state a fact which is material and is required to be stated therein or is necessary to make the statements therein not misleading.
(c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the
Underwritten Securities and the Indenture and the form of the Registration Statement, the Prospectus (other than financial statements and other financial data) and all other legal matters relating to this Agreement and the transactions contemplated
hereby shall be satisfactory in all respects to Sullivan & Cromwell LLP, counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass
upon such matters.
(d) Any of the (x) Senior Executive Vice President and General Counsel, (y) Senior Vice
President, Secretary and Chief Privacy Officer or (z) Assistant Vice President – Senior Legal Counsel and Assistant Secretary to the Company shall have furnished to the Representative his or her opinion addressed to the Underwriter and
dated the Delivery Date, as counsel, to the effect that:
(i) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of Delaware; each material subsidiary of the Company has been duly incorporated and is validly existing as a corporation or limited liability company, as applicable, in good
standing under the laws of the jurisdiction in which it is chartered or organized; and each of the Company and its material subsidiaries has full corporate power and authority to own its properties and conduct its business as described in the
General Disclosure Package, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases properties or conducts business, except
where the failure to so qualify would not have a material adverse effect on the Company and its subsidiaries taken as a whole;
-15-
(ii) the Indenture has been duly authorized, executed and delivered, has
been duly qualified under the Trust Indenture Act, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting creditors’ rights generally from time to time in effect and to general principles of equity);
(iii) to the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or
governmental agency, authority, body or any arbitrator involving the Company or any of its subsidiaries of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the General Disclosure Package, and
there is no franchise, contract or other document of a character required to be described in the Registration Statement or the General Disclosure Package, or to be filed as an exhibit, which is not described or filed as required; and the statements
included or incorporated by reference in the General Disclosure Package describing any legal proceedings or material contracts or agreements relating to the Company or any of its subsidiaries fairly summarize such matters; the Underwritten
Securities, the Indenture and any Delayed Delivery Contracts conform to the descriptions thereof contained under the following (or comparable) captions of the Prospectus: “Description of Debt Securities We May Offer” and “Plan of
Distribution”;
(iv) the Immediate Delivery Underwritten Securities have been duly authorized and executed, and, when
authenticated by the Trustee and delivered by the Company to the Underwriter against payment therefor in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Company entitled to the benefits of the
Indenture and will be enforceable against the Company in accordance with their terms;
(v) the Delayed Delivery
Underwritten Securities, if any, have been duly authorized and, when executed, authenticated, issued and delivered to, and paid for by, the respective purchasers thereof in accordance with the Indenture and the related Delayed Delivery Contracts,
will be valid and legally binding obligations of the Company entitled to the benefits of the Indenture;
(vi) the
Registration Statement and any amendments thereto have become effective under the Securities Act; to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for
that purpose have been instituted or threatened, and the Registration Statement, the Prospectus and each amendment thereof or supplement thereto as of their respective effective or issue dates (other than the financial statements and other financial
and statistical information contained therein or incorporated by reference therein and the Statement of Eligibility and Qualification of the Trustee on Form T-1 as to which such counsel need express no
opinion) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Trust Indenture Act and the respective rules and regulations thereunder;
-16-
(vii) such counsel has no reason to believe that the Registration Statement,
or any amendment thereof, at the effective date established by the Prospectus pursuant to Rule 430B(f), at the date of this Agreement or at the Delivery Date, contained any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein not misleading; such counsel has no reason to believe that the documents specified in a schedule to such counsel’s letter, consisting of those included in the General
Disclosure Package, as of the Applicable Time or at the Delivery Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; and such counsel has no reason to believe that the Prospectus, at the date of this Agreement or at the Delivery Date, included or includes any untrue statement of a material fact
or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than the financial statements and other financial and statistical information
contained therein or incorporated by reference therein and the Statement of Eligibility and Qualification of the Trustee on Form T-1);
(viii) this Agreement and the Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by the
Company;
(ix) no order, consent, approval, authorization, registration or qualification of or with any governmental agency
or body having jurisdiction over the Company or any of its properties is required under the Included Laws for the issue and sale of the Underwritten Securities or the consummation by the Company of the transactions contemplated by this Agreement or
the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in
connection with the sale and distribution of the Underwritten Securities. The term “Included Laws” means: (i) the laws of the State of New York, (ii) the Delaware General Corporation Law, and (iii) the Federal securities
laws of the United States of America that are, in counsel’s experience, normally applicable to transactions of the type contemplated in this Agreement. The term “Included Laws” excludes (a) laws of any counties, cities, towns,
municipalities and special political subdivisions and agencies thereof; (b) state securities laws or Blue Sky laws; (c) the laws that apply to the Underwriter because of its legal or regulatory status, including the rules and regulations
of the Financial Industry Regulatory Authority Inc.; and (d) laws relating to land use, zoning and building code issues, taxes, environmental issues, intellectual property issues and antitrust issues; and
-17-
(x) neither the execution and delivery of the Indenture, this Agreement or
any Delayed Delivery Contracts, the issue and sale of the Underwritten Securities, nor the consummation of any other of the transactions herein or therein contemplated nor the fulfillment of the terms hereof or thereof will conflict with, result in
a breach of, or constitute a default under, the charter or by-laws of the Company or the terms of any indenture or other agreement or instrument known to such counsel and to which the Company or any of its
material subsidiaries is a party or by which the Company, any such subsidiary or any of their assets is bound, or any order or regulation governed by Included Laws known to such counsel to be applicable to the Company or any such subsidiary of any
court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or any such subsidiary.
In rendering such opinion, such counsel may rely, as to the execution of the Indenture by the Trustee, upon a certificate of the Trustee
setting forth the facts as to such execution.
In rendering such opinion, such counsel may also rely (A) as to matters involving the
application of laws of any jurisdiction other than the State of Delaware, upon the opinion of other counsel of good standing believed to be reliable, provided that such counsel states in such opinion that such counsel and the Representative are
justified in relying upon the opinion of such other counsel, and (B) as to matters or fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials.
In rendering such opinion with respect to clause (ix) above, insofar as it relates to regulatory authorities in the states in which the
Company or any material subsidiary operates, such counsel may rely on the opinions of local counsel satisfactory to such counsel.
(e) The Representative shall have received from Sullivan & Cromwell LLP, counsel for the Underwriter, such opinion or
opinions, dated the Delivery Date, with respect to the issuance and sale of the Underwritten Securities, the Indenture, the Registration Statement, the General Disclosure Package, the Prospectus and other related matters as the Representative may
reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
(f) The Company shall have furnished to the Representative a certificate signed by its Chairman of the Board, its President, a
Senior Vice President, its Treasurer or an Assistant Treasurer stating that after reasonable investigation and to the best of their knowledge:
(i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as
of the Delivery Date with the same effect as if made on the Delivery Date; the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied as a condition to the obligation of the Underwriter
to purchase the Underwritten Securities hereunder; and the conditions set forth in Paragraphs 9(a) and 9(h) have been fulfilled;
-18-
(ii) as of the Applicable Time and as of the Delivery Date, the Registration
Statement and the General Disclosure Package did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and
(iii) except as may have been publicly disclosed prior to the date of this Agreement, since the date of the most recent
financial statements included or incorporated by reference in the General Disclosure Package, there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries,
taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the General Disclosure Package.
(g) (i) The Company shall have furnished to the Representative letters of Ernst & Young LLP, addressed to the Board of
Directors of the Company and the Underwriter and dated the date of this Agreement and the Delivery Date, respectively, of the type described in the Public Company Accounting Oversight Board Guidance AS Section 6101 (“AS 6101”) with
respect to the Company and (ii) the Representative shall have received a letter, dated the Delivery Date and addressed to the Representative, of any other independent auditor whose report is included or incorporated by reference in the
Registration Statement of the type described in AS 6101, and in each of (i) and (ii), covering such financial statement items as counsel for the Underwriter may reasonably have requested.
(h) No order, consent, approval, authorization, registration or qualification of or with any governmental agency or body having
jurisdiction over the Company or any of its properties is required for the issue and sale of the Underwritten Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such as have
been, or will have been prior to the Delivery Date, obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky
laws in connection with the purchase and distribution of the Underwritten Securities by the Underwriter.
All opinions, letters, evidence
and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance satisfactory to the Representative.
10. If the Company shall fail to tender the Immediate Delivery Underwritten Securities for delivery to the Underwriter for any reason
permitted under this Agreement, or if the Underwriter shall decline to purchase the Immediate Delivery Underwritten Securities for any reason permitted under this Agreement (other than pursuant to Paragraphs 8(a)-(d) hereof), the Company shall
reimburse the Underwriter for the reasonable fees and expenses of its counsel and for such other out-of-pocket expenses as shall have been incurred by them in connection
with this Agreement and the proposed purchase of Immediate Delivery Underwritten Securities and the solicitation of any purchases of the Delayed Delivery Underwritten Securities, and upon demand the Company shall pay the full amount thereof to the
Representative. If this Agreement is terminated pursuant to Paragraph 8(a)-(d) hereof, the Company shall not be obligated to reimburse the Underwriter on account of those expenses.
-19-
11. The Company shall be entitled to act and rely upon any request, consent, notice or
agreement by, or on behalf of, the Representative. Any notice by the Company to the Underwriter shall be sufficient if given in writing or by facsimile transmission confirmed promptly in writing addressed to the Representative at its address set
forth in Schedule I hereto, and any notice by the Underwriter to the Company shall be sufficient if given in writing or by facsimile transmission confirmed promptly in writing addressed to the Company at AT&T Inc., 208 S. Akard Street, 18th
Floor, Dallas, Texas 75202, Telecopy Number: (214) 653-2578, email: bf7179@att.com, Attention of the Senior Vice President – Investor Relations and Treasurer and email: ak2493@att.com, Attention to the
Vice President and Assistant Treasurer with a copy to the Assistant Vice President – Senior Legal Counsel, Securities, AT&T Legal Department, 208 S. Akard Street, Room 3147, Dallas, Texas 75202, email: lr0657@att.com.
12. This Agreement shall be binding upon the Underwriter, the Company and their respective successors. This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the person or
persons, if any, who control the Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriter contained in Paragraph 7 hereof shall be deemed to be for the benefit of directors of
the Company, officers of the Company who have signed the Registration Statement and any person controlling the Company. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this
Paragraph 12, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.
13.
Recognition of the U.S. Special Resolution Regimes.
(a) In the event that the Underwriter that is a Covered Entity (as
defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from the Underwriter of this Agreement and any interest and obligation in or under this Agreement will be effective to the same
extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement and any such interests and obligation were covered by the laws of the United States or a state of the United States.
(b) In the event that the Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of the Underwriter
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against the Underwriter are permitted to be exercised to no greater extent than such Default Rights
could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
-20-
(c) For purposes of this Agreement
(i) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted
in accordance with, 12 U.S.C. § 1841(k);
(ii) “Covered Entity” means any of the following:
(A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
47.3(b); or
(C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 382.2(b);
(iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in
accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and
(iv) “U.S. Special Resolution
Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
14. For purposes of this Agreement, “business day” means any day on which the New York Stock Exchange, Inc. is open for trading.
15. This Agreement may be executed by the parties hereto in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.
16. Delivery of this Agreement by one party to the other
may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to
time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
17. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF NEW YORK.
-21-
If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this Agreement shall represent a binding agreement between the Company and the Underwriter.
Very truly yours,
AT&T INC.
By:
/s/ Brett J. Feldman
Name: Brett J. Feldman
Title: Senior
Vice President – Investor Relations and Treasurer
[Signature Page to
Underwriting Agreement]
The foregoing Agreement is hereby
confirmed and accepted as of the date first
above
written.
BNP PARIBAS SECURITIES CORP.
By:
/s/ Rafael Ribeiro
Name: Rafael Ribeiro
Title: Managing Director
For itself and as Representative of the
Underwriter named in Schedule II to the
foregoing Agreement.
[Signature Page to
Underwriting Agreement]
SCHEDULE I
Underwriting Agreement, dated August 10, 2026 (the “Agreement”)
Registration Statement No. 333-285413
Applicable Time: 2:05 p.m. (Eastern time) on the date of the Agreement
Additional information comprising the General Disclosure Package as defined in Paragraph 1(e): The final term sheet is attached as Schedule IV.
Representative and Address:
BNP Paribas
Securities Corp.
787 Seventh Avenue
New York, New York 10019
Attention: Debt Syndicate Desk
Email: DL.US.Syndicate.Support@us.bnpparibas.com
Underwritten Securities:
Floating Rate Global Notes
due 2028
Designation:
Floating Rate Global Notes due 2028 (the “Notes”)
Principal Amount:
U.S.$1,100,000,000
Maturity Date:
August 10, 2028, at par.
Interest Rate:
Compounded SOFR, reset quarterly, on each Floating Rate Interest Payment Date plus 65 basis points. The interest rate on the Notes will in no event be lower than zero.
Floating Rate Interest Payment Dates:
Quarterly on each February 10, May 10, August 10 and November 10, commencing on November 10, 2026.
Floating Rate Interest Determination Date:
Two U.S. Government Securities Business Days preceding each Floating Rate Interest Payment Date (or in the final Floating Rate Interest
Period, preceding the Maturity Date).
“U.S. Government Securities Business
Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in
U.S. government securities.
-I-1-
Floating Rate Interest Period:
The period from and including any Floating Rate Interest Payment Date (or, with respect to the initial Floating Rate Interest Period only, from and including August 17, 2026) to but excluding the next succeeding Floating Rate
Interest Payment Date or (ii) in the case of the last such period, from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to but excluding such Maturity Date.
Purchase Price:
99.850%
Price to Public:
100.000%
Underwriting Discount:
0.150%
Redemption Provisions:
Except in connection with certain tax events, the Notes are not redeemable at our option.
Form and Authorized Denominations:
The Notes will be issued only in registered, book-entry form. The Notes will be represented by a global security or securities deposited with, or on behalf of, The Depository Trust Company, and registered in the name of
Cede & Co., as nominee for The Depository Trust Company.
Delivery Date, Time and Location:
9:00 a.m. (New York time) on August 17, 2026 at the offices of Sullivan & Cromwell LLP.
Offering Restrictions:
The Underwriter represents and warrants to, and agrees with, the offering restrictions set forth in Schedule III hereto.
Additional Terms:
In addition to paragraph 8 of the Agreement, the obligations of the Underwriter under the Agreement may be terminated by the Representative, in their absolute discretion, by notice given to and received by the Company prior to the
delivery of and payment for the Notes, if, during the period beginning on the date of the Agreement to and including the Delivery Date, there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis or the
declaration by the United States of war or a national emergency or any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which on the financial markets is
material and adverse and is such as to make it, in the reasonable judgment of the Representative, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated by the Prospectus.
-I-2-
SCHEDULE II
Underwriter
Principal Amount
BNP Paribas Securities Corp.
$
1,100,000,000
Total
$
1,100,000,000
-II-1-
SCHEDULE III
OFFERING RESTRICTIONS
General
The Securities are offered for sale in the United States and in jurisdictions outside the United States, subject to applicable law.
The Underwriter has agreed that it will not offer, sell or deliver any of the Securities, directly or indirectly, or distribute the prospectus
supplement or the accompanying prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will to the best knowledge and belief of the Underwriter result in compliance with the
applicable laws and regulations thereof and which will not impose any obligations on the Company except as set forth in the Agreement.
Canada
The Securities may be sold only to purchasers in the provinces of Alberta, British Columbia, Nova Scotia, Ontario, Quebec and Saskatchewan
purchasing or deemed to be purchasing, as principal that are (a) accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions and, if such purchasers are resident in the Province
of Ontario, subsection 73.3(1) of the Securities Act (Ontario), (b) permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and
(c) not individuals.
United Kingdom
The Underwriter has represented and agreed that it: (i) has only communicated or caused to be communicated and will only communicate or
cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended the “FSMA”)) received by it in connection with the
issue or sale of the Underwritten Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (ii) has complied and will comply with all applicable provisions of the FSMA with respect to anything done
by it in relation to the Underwritten Securities in, from or otherwise involving the United Kingdom.
The Underwriter has represented and
agreed that it has not offered, sold, distributed or otherwise made available and will not offer, sell, distribute or otherwise make available any Underwritten Securities to any retail investor in the United Kingdom. For the purposes of this
provision:
(a) the expression “retail investor” means a person who is either one (or both) of the following:
(i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended; or
-III-1-
(ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to
the Public Offers and Admissions to Trading Regulations 2024; and
(b) the expression “offer” includes the
communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Securities to be offered so as to enable an investor to decide to buy or subscribe for the Underwritten Securities.
European Economic Area
The Underwriter
has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Underwritten Securities, and will not distribute any prospectus or any other offering material relating to
the Underwritten Securities, to any retail investor in the European Economic Area. For the purposes of this provision:
(a)
the expression “retail investor” means a person who is one (or more) of the following:
(i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”);
(ii) a customer
within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended); and
(b) the expression “offer” includes the communication in any form and by any means of sufficient information on the
terms of the offer and the Underwritten Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Underwritten Securities.
Republic of Italy
The offering of the
Securities has not been registered pursuant to Italian securities legislation and, accordingly, no Securities may be offered, sold or delivered, nor may copies of the Prospectus or of any other document relating to the Securities be distributed in
the Republic of Italy, except:
(i) to qualified investors (investitori qualificati), as defined pursuant to Article 2 of
Regulation (EU) 2017/1129 and any applicable provision of Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and Italian CONSOB regulations; or
-III-2-
(ii) in other circumstances which are exempted from the rules on public
offerings pursuant to Article 1 of Regulation (EU) 2017/1129, Article 34-ter of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time, and the applicable Italian laws.
Any offer, sale or delivery of the Securities or distribution of copies of the Prospectus or any other document relating to the Securities in
the Republic of Italy under (i) or (ii) above must:
(a) be made by an investment firm, bank or financial intermediary
permitted to conduct such activities in the Republic of Italy in accordance with Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018 (as amended from time to time) and Legislative Decree No. 385 of 1 September
1993, as amended (the “Banking Act”);
(b) comply with any other applicable laws and regulations or requirement
imposed by CONSOB, the Bank of Italy (including, where applicable, the reporting requirements pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time) and/or any other Italian
authority.
Japan
The Securities
have not been and will not be registered under the Securities and Exchange Law of Japan, and the Underwriter and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or
indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the
Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan.
Hong Kong
The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or
debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the
Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other
than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any
rules made thereunder.
-III-3-
Israel
The prospectus supplement and the accompanying prospectus do not constitute a prospectus under the Israeli Securities Law, 5728-1968 (the
“Securities Law”), and have not been filed with or approved by the Israel Securities Authority. In Israel, the prospectus supplement and the accompanying prospectus are being distributed only to, and are directed only at, and any offer
of the Securities is directed only at (i) a limited number of persons in accordance with the Securities Law and (ii) investors listed in the first addendum (the “Addendum”), to the Securities Law, consisting primarily of joint
investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and
“qualified individuals,” each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case, purchasing for their own account or, where permitted under the Addendum,
for the accounts of their clients who are investors listed in the Addendum). Qualified investors are required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same and agree to it.
Singapore
The Underwriter acknowledges
that the prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Underwriter represents and agrees that it has not offered or sold any Securities or caused the Securities to be made
the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it
circulate or distribute, the prospectus supplement or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to any person in Singapore
other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, or
(ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.
Republic of Korea
The Securities may not
be offered, sold and delivered directly or indirectly, or offered or sold to any person for reoffering or resale, directly or indirectly, in the Republic of Korea or to any resident of the Republic of Korea except pursuant to the applicable laws and
regulations of the Republic of Korea, including, without limitation, the Financial Investment Services and Capital Markets Act and the Foreign Exchange Transaction Law and the decrees and regulations thereunder. The Securities have not been and will
not be registered with the Financial Services Commission of Korea for public offering in the Republic of Korea. Furthermore, the Securities may not be resold to residents of the Republic of Korea unless the purchaser of the Securities complies with
all applicable regulatory requirements (including but not limited to government approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with the purchase of the Securities.
-III-4-
Switzerland
The Registration Statement is not intended to constitute an offer or solicitation to purchase or invest in the Securities. The Securities may
not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the Securities to trading on any trading venue (exchange or
multilateral trading facility) in Switzerland. Neither this prospectus supplement, the accompanying prospectus nor any other offering or marketing material relating to the Securities constitutes a prospectus pursuant to the FinSA, and neither the
Registration Statement nor any other offering or marketing material relating to the Securities may be publicly distributed or otherwise made publicly available in Switzerland.
Taiwan
The Securities have not been and
will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan and/or any other regulatory authority of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within
Taiwan through a public offering or in circumstances which could constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that requires a registration, filing or approval of the Financial
Supervisory Commission of Taiwan and/or other regulatory authority of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the Securities in Taiwan.
United Arab Emirates
The Securities have
not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre or the Abu Dhabi Global Market) other than in compliance with the laws of the United Arab
Emirates (and the Dubai International Financial Centre and the Abu Dhabi Global Market) governing the issue, offering and sale of securities. Further, the Registration Statement does not constitute a public offer of securities in the United Arab
Emirates (including the Dubai International Financial Centre and the Abu Dhabi Global Market) and is not intended to be a public offer. The Registration Statement has not been approved by or filed with the Central Bank of the United Arab Emirates,
the Securities and Commodities Authority, the Dubai Financial Services Authority or the Abu Dhabi Global Market’s Financial Services Regulatory Authority (FSRA).
-III-5-
SCHEDULE IV
Final Term Sheet
August 10,
2026
U.S.$1,100,000,000
AT&T Inc.
U.S.$1,100,000,000
FLOATING RATE GLOBAL NOTES DUE 2028
ISSUER:
AT&T Inc. (“AT&T”)
TITLE OF SECURITIES:
U.S.$1,100,000,000 aggregate principal amount of Floating Rate Global Notes due 2028 (the “Notes”).
TRADE DATE:
August 10, 2026
SETTLEMENT DATE (T+5)*:
August 17, 2026
MATURITY DATE:
August 10, 2028, at par.
AGGREGATE PRINCIPAL AMOUNT OFFERED:
U.S.$1,100,000,000
PRICE TO PUBLIC (ISSUE PRICE):
100.000%
GROSS SPREAD:
0.150%
PRICE TO AT&T:
99.850%
NET PROCEEDS:
U.S.$1,098,350,000
USE OF PROCEEDS:
AT&T intends to use the net proceeds of this offering to repay a portion of the amounts outstanding under its $17,500,000,000 Delayed Draw Term Loan Credit Agreement entered into on November 3, 2025 between AT&T, Bank
of America, N.A., as agent, and the lenders set forth therein. The amounts outstanding under the Term Loan are comprised of (i) a $3.0 billion 364-day delayed draw term loan facility which matures on
July 27, 2027 and (ii) an $11.5 billion two-year delayed draw term loan facility which matures on July 28, 2028. AT&T used the proceeds of the Term Loan Agreement for general corporate
purposes, which included financing acquisitions of additional spectrum.
-IV-1-
UNDERWRITER’S REIMBURSEMENT OF AT&T’S EXPENSES:
Underwriter to reimburse U.S.$330,000 of AT&T’s expenses.
INTEREST RATE:
Compounded SOFR, reset quarterly, on each Floating Rate Interest Payment Date plus 65 basis points. The interest rate on the Notes will in no event be lower than zero.
FLOATING RATE INTEREST DETERMINATION DATE:
Two U.S. Government Securities Business Days preceding each Floating Rate Interest Payment Date (or in the final Floating Rate Interest
Period, preceding the Maturity Date).
“U.S. Government Securities Business
Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in
U.S. government securities.
FLOATING RATE INTEREST PERIOD:
The period from and including any Floating Rate Interest Payment Date (or, with respect to the initial Floating Rate Interest Period only, from and including August 17, 2026) to but excluding the next succeeding Floating Rate
Interest Payment Date or (ii) in the case of the last such period, from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to but excluding such Maturity Date.
DENOMINATIONS:
Minimum of $2,000 and integral multiples of $1,000 thereafter.
OPTIONAL REDEMPTION:
Except in connection with certain tax events, the Notes are not redeemable at AT&T’s option.
TAX GROSS UP:
Comparable to prior AT&T transactions.
TAX CALL:
Comparable to prior AT&T transactions.
INDENTURE AND RANKING:
The Notes will be issued under 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 Notes will be AT&T’s unsecured and unsubordinated
obligations and will rank pari passu with all other indebtedness issued under the indenture.
-IV-2-
ISSUER RATINGS:
Moody’s: Baa2 (Stable)
S&P: BBB (Stable)
Fitch: BBB+ (Negative Outlook)
BOOK-RUNNING MANAGER:
BNP Paribas Securities Corp.
CUSIP NUMBER:
00206R NX6
ISIN NUMBER:
US00206RNX60
REFERENCE DOCUMENT:
Prospectus Supplement, dated August 10, 2026; and Prospectus, dated February 28, 2025
A SECURITIES RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD
SECURITIES AND MAY BE REVISED OR WITHDRAWN AT ANY TIME.
*
Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended,
trades in the secondary market generally are required to settle in one business day, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the business day before the settlement date
will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.
No PRIIPS or UK PRIIPS KID or CCI Regulations product summary – No PRIIPs or UK PRIIPs key information document (KID) or UK CCI Regulations
product summary has been prepared as not available to retail in EEA or UK.
THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH
THE SECURITIES AND EXCHANGE COMMISSION FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE
INFORMATION ABOUT THE ISSUER AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV. ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND
YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING BNP PARIBAS SECURITIES CORP. AT 1-800-854-5674.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES
WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
-IV-3-
EXHIBIT A
AT&T INC.
DELAYED DELIVERY
CONTRACT
, 20
AT&T Inc.
208 S. Akard Street
Dallas, Texas 75202
Ladies and Gentlemen:
The undersigned hereby
agrees to purchase from AT&T Inc., a Delaware corporation (the “Company”), and the Company hereby agrees to sell to the undersigned, $ principal amount of the Company’s above-captioned securities
(“Securities”), offered by the Company’s prospectus, dated , as supplemented by the prospectus supplement, dated (collectively, the “Prospectus”), receipt of a copy
of which is hereby acknowledged, at a purchase price of % of the principal amount thereof plus accrued interest from to the Delivery Date (as defined in the next paragraph) and on the further terms and conditions set
forth in this Contract.
Payment for and delivery of the Securities to be purchased by the undersigned shall be made
on , 20 , herein called the “Delivery Date”.
At 10:00 A.M., New York time, on the Delivery
Date, the Securities to be purchased by the undersigned hereunder will be delivered by the Company to the undersigned, and the undersigned will accept delivery of such Securities and will make payment to the Company of the purchase price therefore
at the office of The Bank of New York Mellon Trust Company, N.A. Payment will be by certified or official bank check or wire transfer payable in Federal (same day) funds settled through the New York Clearing House, or such other Clearing House as
the Company may designate, to or upon the order of the Company. The Securities will be delivered in such authorized forms and denominations and registered in such names as the undersigned may designate by written or telegraphic communication
addressed to the Company not less than two full business days prior to the Delivery Date or, if the undersigned fails to make a timely designation in the foregoing manner, in the form of one definitive fully registered certificate representing the
Securities in the above principal amount, registered in the name of the undersigned.
This Contract will terminate and be of no further
force and effect after , 20 , unless (i) on or before such date it shall have been executed and delivered by both parties hereto and (ii) the Company shall have sold to the Underwriter named in the
Prospectus the Immediate Delivery Underwritten Securities (as defined in the Underwriting Agreement referred to in the Prospectus). The Company will mail or deliver to the undersigned at its address set forth below a notice to that effect, stating
the date of the occurrence thereof, accompanied by copies of the opinion of counsel for the Company delivered to the Underwriter pursuant to Paragraph 11(d) of the Underwriting Agreement.
-A-1-
The obligation of the undersigned to accept delivery of and make payment for the Securities
on the Delivery Date will be subject to the condition that the Securities shall not, on the Delivery Date, be an investment prohibited by the laws of the jurisdiction to which the undersigned is subject, the undersigned hereby representing that such
an investment is not so prohibited on the date hereof.
This Contract will inure to the benefit of and be binding upon the parties hereto
and their respective successors but will not be assignable by either party hereto without the written consent of the other.
This Contract
may be executed by any of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
It is understood that acceptance of any Delayed Delivery Contract (as defined in said Underwriting Agreement) is in the Company’s sole
discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered.
Very truly yours,
By
Title
Address
Accepted as of , 20___
AT&T INC.
By
Title:
-A-2-
EX-4.1
EX-4.1
Filename: d153710dex41.htm · Sequence: 4
EX-4.1
Exhibit 4.1
(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.
Floating
Rate Global Notes due 2028
ISIN NO. [•]
No. I-[•]
€1,200,000,000
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 (Nominees) Limited (the “Depository”), as
nominee of the common depositary appointed by Euroclear and Clearstream or registered assigns, the principal sum of euro appearing on the attached Schedule of Increases and Decreases on August 17, 2028 (the “Maturity Date”), and to
pay interest on said principal sum from August 17, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on February 17, May 17, August 17 and
November 17 of each year, commencing on November 17, 2026 (each an “Interest Payment Date”) and on the Maturity Date, at an interest rate (“Interest Rate”) equal to the Applicable EURIBOR Rate, reset quarterly, plus
40 basis points (0.400%), determined as provided herein, until the principal hereof is paid or made available for payment; provided, however, that the Interest Rate shall in no event be lower than zero. 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”), subject to certain exceptions. 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.
The Interest Rate for each Interest Period for the Notes will be set on February 17,
May 17, August 17 and November 17 of each year, and will be set for the initial Interest Period on August 17, 2026 (each such date, an “Interest Rate Reset Date”) until the principal on the Notes is paid or made
available for payment (the “Principal Payment Date”). If any Interest Rate Reset Date (other than the initial Interest Rate Reset Date occurring on August 17, 2026) and Interest Payment Date for the Notes would otherwise be a day
that is not a EURIBOR business day, such Interest Rate 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 Interest Rate 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
Trans-European Automated Real-time Gross Settlement Express Transfer (T2) System, or any successor thereto, operates.
“Interest
Period” shall mean the period from and including an Interest Rate Reset Date to but excluding the next succeeding Interest Rate Reset Date and, in the case of the last such period, from and including the Interest Rate 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” shall mean the rate determined in accordance with the following provisions:
(i) Two prior T2 days on which dealings in deposits in euros are transacted in the euro-zone interbank market preceding each Interest Rate
Reset Date (each such date, an “Interest Determination Date”), The Bank of New York Mellon Trust Company, N.A. (the “Calculation Agent”), as agent for AT&T, will determine the Applicable EURIBOR Rate which shall be the
rate for deposits in euro having a maturity of three months commencing on the first day of the applicable interest period that appears on the Bloomberg Screen BBAM Page 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). If the Applicable EURIBOR Rate on such Interest Determination Date does not appear on the Bloomberg Screen BBAM Page, the Applicable EURIBOR Rate will be determined as
described in (ii) below.
2
(ii) With respect to an Interest Determination Date for which the Applicable EURIBOR
Rate does not appear on the Bloomberg Screen BBAM Page as specified in (i) 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. AT&T or its designee 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 Rate 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 Rate Reset Date).
The amount of interest accrued and payable on the Notes for each Interest Period will be equal to the product of (i) the outstanding
principal amount of the Notes multiplied by (ii) the product of (a) Interest Rate for the relevant Interest Period multiplied by (b) the quotient of the actual number of calendar days in such Interest Period divided by 360 (known as
the “Actual/360” day count).
The Interest Rate on the Notes 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 Interest Rate and amount of
interest to be paid on the Notes for each Interest Period will be determined by the Calculation Agent. The Calculation Agent will, upon the request of any Holder of the Notes, provide the interest rate then in effect with respect to the Notes. All
calculations made by the Calculation Agent shall in the absence of manifest error be conclusive for all purposes and binding on AT&T and the Holders of the Notes. So long as the Applicable 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.
3
The Calculation Agent shall not be under any obligation (i) to monitor, determine or
verify the unavailability or cessation of EURIBOR, or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any benchmark transition event or related benchmark replacement date, (ii) to
select, determine or designate any benchmark replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (iii) to select, determine or designate any
benchmark replacement adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what benchmark replacement conforming changes are necessary or advisable, if any, in connection with any of the
foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the business day convention, interest payment determination dates or any other relevant methodology applicable to such substitute or successor benchmark. In
connection with the foregoing, each of the Trustee, the Paying Agent and the Calculation Agent shall be entitled to conclusively rely on any determinations made by AT&T without independent investigation, and none of the Calculation Agent,
Trustee or Paying Agent will have any liability for actions taken at AT&T’s direction in connection therewith. The Calculation Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth
herein as a result of the unavailability of EURIBOR or other applicable benchmark replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction,
instruction, notice or information required or contemplated by the terms of the Indenture and reasonably required for the performance of such duties. The Calculation Agent shall not be responsible or liable for AT&T’s actions or omissions,
nor shall the Calculation Agent be under any obligation to oversee or monitor AT&T’s performance.
Any money that AT&T
deposits with the Trustee or its 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 160 Queen Victoria Street, London EC4V 4LA, United Kingdom. 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.
4
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 in the United States, by sending appropriate wire transfer instructions as long as the Paying Agent receives the instructions not less than ten days prior to the applicable
Interest Payment Date. The principal and interest payable in 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 or electronic signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
5
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: August 17, 2026
AT&T INC.
[SEAL]
By:
Sabrina Sanders
Senior Vice President – Chief Accounting Officer and Controller
By:
Andrew B. Keiser
Vice President and Assistant Treasurer
Trustee’s Certificate of Authentication
This is one of the Floating Rate Global Notes due 2028 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: August 17, 2026
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 in excess thereof. This Note is one of the series designated on the face hereof initially limited in aggregate principal amount to €1,200,000,000.
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.
Registrar and Paying Agent
The Paying Agent for the Notes is The Bank of New York Mellon, London Branch currently located at 160 Queen Victoria Street, London EC4V 4LA,
United Kingdom (“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.
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;
2
(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 AT&T) 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.
3
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 August 7, 2026 or (b) a taxing authority of the United States takes an action on or after August 7, 2026, 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 5 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, but excluding, 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.
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 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 in excess thereof, unless otherwise specified by AT&T.
4
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” 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 Trans-European Automated Real-time Gross Settlement Express Transfer (T2) System, or any successor
thereto, operates.
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 depositary, 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.
5
The Indenture and this Note shall be governed by and construed in accordance with the
laws of the State of New York.
6
SCHEDULE OF INCREASES OR DECREASES
The initial principal amount of this Global Note is €1,200,000,000. 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
7
EX-4.2
EX-4.2
Filename: d153710dex42.htm · Sequence: 5
EX-4.2
Exhibit 4.2
(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.
UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO AT&T INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
AT&T INC.
Floating
Rate Global Notes due 2028
CUSIP NO. [•]
ISIN NO. [•]
No. R-[•]
$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 Cede & Co., or registered assigns, the principal sum of Five Hundred Million
Dollars ($500,000,000) on August 10, 2028 (the “Maturity Date”), and to pay interest on said principal sum from August 17, 2026 or from the most recent Floating Rate Interest Payment Date to which interest has been paid or duly
provided for, quarterly in arrears on February 10, May 10, August 10 and November 10 in each year, commencing on November 10, 2026 (each such day, a “Floating Rate Interest Payment Date”) and on the Maturity
Date, at the rate equal to Compounded SOFR, reset quarterly, plus 65 basis points (0.650%), determined as provided herein, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly
provided for, on any
Floating Rate 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 calendar day preceding the respective Floating Rate 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.
The interest rate (the “Interest Rate”) for any Floating Rate Interest Period will be Compounded SOFR as determined on the
applicable Floating Rate Interest Determination Date, plus 65 basis points (0.650%) per annum (the “Margin”), computed on the basis of a 360-day year for the actual number of days elapsed during
the period. On each Floating Rate Interest Determination Date relating to the relevant Floating Rate Interest Payment Date, The Bank of New York Mellon Trust Company, N.A. (the “Calculation Agent”) will calculate the amount of accrued
interest payable on the Notes by multiplying (i) the outstanding principal amount of the Notes by (ii) the product of (a) the Interest Rate for the relevant Floating Rate Interest Period multiplied by (b) the quotient of the
actual number of calendar days in such Floating Rate Interest Period divided by 360. In no event will the Interest Rate on the Notes be less than zero. In no event will the Interest Rate on the Notes exceed the maximum rate permitted by applicable
law.
AT&T shall pay interest on overdue principal, premium, if any, and, to the extent lawful, on overdue installments of interest at
the Interest Rate borne by this Note. If any Floating Rate Interest Payment Date (other than the Maturity Date) falls on a day that is not a U.S. Government Securities Business Day, the applicable Floating Rate Interest Payment Date (other than the
Maturity Date) will be the next succeeding U.S. Government Securities Business Day unless that U.S. Government Securities Business Day is in the next succeeding calendar month, in which case the applicable Floating Rate Interest Payment Date (other
than the Maturity Date) will be the immediately preceding U.S. Government Securities Business Day. If any such Floating Rate Interest Payment Date (other than the Maturity Date) is postponed or brought forward as described above, the interest amount
will be adjusted accordingly to the number of days in the applicable period and the Holder will be entitled to more or less interest, respectively. If the Maturity Date falls on a day that is not a U.S. Government Securities Business Day, the
related payment of principal, premium, if any, or interest will be made on the next succeeding U.S. Government Securities Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the
period from and after such date to the next succeeding U.S. Government Securities Business Day.
2
“Compounded SOFR” with respect to any Floating Rate Interest Period will be
determined by the Calculation Agent in accordance with the following formula (and the resulting percentage will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point):
where:
“SOFR IndexStart” is the SOFR Index value for the day which is two U.S. Government Securities Business Days preceding the first
date of the relevant Floating Rate Interest Period;
“SOFR IndexEnd” is the SOFR Index value for the day which is two U.S.
Government Securities Business Days preceding the applicable Floating Rate Interest Payment Date relating to such Floating Rate Interest Period (or in the final Floating Rate Interest Period, preceding the Maturity Date); and
“dc” is the number of calendar days in the relevant Observation Period.
For purposes of determining Compounded SOFR:
“Floating Rate Interest Determination Date” means the date two U.S. Government Securities Business Days preceding each Floating
Rate Interest Payment Date (or in the final Floating Rate Interest Period, preceding the Maturity Date).
“Floating Rate Interest
Period” means (i) the period from and including any Floating Rate Interest Payment Date (or, with respect to the initial Floating Rate Interest Payment Date only, from and including August 17, 2026) to but excluding the next
succeeding Floating Rate Interest Payment Date or (ii) in the case of the last such period, from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to but excluding such Maturity Date.
“Observation Period” means, in respect of each Floating Rate Interest Period, the period from and including the date two U.S.
Government Securities Business Days preceding the first date in such Floating Rate Interest Period to but excluding the date two U.S. Government Securities Business Days preceding the Floating Rate Interest Payment Date for such Floating Rate
Interest Period (or in the final Floating Rate Interest Period, preceding the Maturity Date).
3
“SOFR Index” means, with respect to any U.S. Government Securities Business Day:
(1) the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR Administrator’s Website at 3:00
p.m. (New York time) on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”); provided that:
(2)
if a SOFR Index value does not so appear as specified in (1) above at the SOFR Index Determination Time, then: (i) if a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, then
Compounded SOFR shall be the rate determined pursuant to the “SOFR Index Unavailable Provisions” described below; or (ii) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR,
then Compounded SOFR shall be the rate determined pursuant to the “Effects of a Benchmark Transition Event” provisions described below.
“SOFR” means the daily secured overnight financing rate as provided by the SOFR Administrator on the SOFR Administrator’s
Website.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of SOFR).
“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at
http://www.newyorkfed.org, or any successor source.
“U.S. Government Securities Business Day” means any day except for a
Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
If a SOFR IndexStart or SOFR IndexEnd is not published on the relevant Floating Rate Interest Determination Date and a Benchmark Transition
Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, “Compounded SOFR” means, for the relevant Floating Rate Interest Period for which such index is not available, the rate of return on a daily
compounded interest investment calculated in accordance with the formula for SOFR averages, and definitions required for such formula, published on the SOFR Administrator’s Website at
https://www.newyorkfed.org/markets/treasury-repo-reference-rates-information, or any successor source. For the purposes of this provision, references in the SOFR averages compounding formula and related definitions to “Calculation
Period” shall be replaced with “Observation Period” and the words “that is, 30-, 90-, or 180-calendar
days” shall be removed. If SOFR does not so appear for any day “i” in the Observation Period, SOFRi for such day “i” shall be SOFR published in respect of the first preceding U.S. Government Securities Business Day for
which SOFR was published on the SOFR Administrator’s Website.
Notwithstanding anything to the contrary herein, if AT&T or its
designee (which may be an independent financial advisor or any other designee of AT&T) determine on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect
to determining Compounded SOFR, then the benchmark replacement provisions set forth herein will thereafter apply to all determinations of the Interest Rate payable on the Notes.
For the avoidance of doubt, in accordance with the benchmark replacement provisions, after a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred, the Interest Rate for each Floating Rate Interest Period will be an annual rate equal to the Benchmark Replacement plus the Margin.
4
If AT&T or AT&T’s designee (which may be an independent financial advisor or
any other designee of AT&T) determine that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark
Replacement will replace the then-current Benchmark for all purposes relating to the Notes in respect of such determination on such date and all determinations on all subsequent dates. In connection with the implementation of a Benchmark
Replacement, AT&T (or AT&T’s designee) will have the right to make Benchmark Replacement Conforming Changes from time to time.
Any determination, decision or election that may be made by AT&T (or its designee) pursuant to the benchmark replacement provisions
described above, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking
any action or any selection will be conclusive and binding absent manifest error, if made by AT&T, will be made in AT&T’s sole discretion, if made by AT&T’s designee, will be made after consultation with AT&T, and such
designee will not make any such determination, decision or election to which AT&T objects and notwithstanding anything to the contrary in the Indenture or this Note, shall become effective without consent from the Holders of the Notes or any
other party.
“Benchmark” means, initially, Compounded SOFR, as such term is defined above; provided that if AT&T or its
designee (which may be an independent financial advisor or any other designee of AT&T) determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to
Compounded SOFR (or the published daily SOFR or SOFR Index used in the calculation thereof) or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.
“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by AT&T or its
designee as of the Benchmark Replacement Date:
(1) the sum of: (a) the alternate rate of interest that has been selected or
recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;
(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or
(3) the sum of: (a) the alternate rate of interest that has been selected by AT&T or its designee as the replacement for the
then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
5
“Benchmark Replacement Adjustment” means the first alternative set forth in the
order below that can be determined by AT&T or its designee as of the Benchmark Replacement Date:
(1) the spread adjustment (which may
be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;
(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or
(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by AT&T or its designee giving due
consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S.
dollar-denominated floating rate notes at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any
Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of Floating Rate Interest Period, the timing and frequency of determining rates and making payments of interest, the rounding of amounts
or tenors and other technical, administrative or operational matters) that AT&T or its designee decide may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if
AT&T or its designee decide that adoption of any portion of such market practice is not administratively feasible or if AT&T or its designee determine that no market practice for use of the Benchmark Replacement exists, in such other manner
as AT&T or its designee determine is reasonably practicable).
“Benchmark Replacement Date” means the earliest to occur of
the following events with respect to the then-current Benchmark (including any daily published component used in the calculation thereof):
(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the
public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component); or
(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or
publication of information referenced therein.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date
occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
6
“Benchmark Transition Event” means the occurrence of one or more of the
following events with respect to the then-current Benchmark (including any daily published component used in the calculation thereof):
(1)
a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or
indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component);
(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component),
the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the
Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark (or such component) has ceased
or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component);
or
(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing
that the Benchmark is no longer representative.
“ISDA Definitions” means the 2006 ISDA Definitions published by the
International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for
derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective
upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the SOFR
Index Determination Time, as such time is defined above, and (2) if the Benchmark is not Compounded SOFR, the time determined by AT&T or its designee in accordance with the Benchmark Replacement Conforming Changes.
7
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal
Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
Neither the Trustee, nor the Calculation Agent shall be under any obligation (i) to monitor, determine or verify the unavailability or
cessation of Compounded SOFR (or any other Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (ii) to
select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (iii) to select, determine or designate any
Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the
foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the U.S. Government Securities Business Day convention, Floating Rate Interest Determination Dates or any other relevant methodology applicable to such
substitute or successor Benchmark. In connection with the foregoing, each of the Trustee, the Paying Agent and the Calculation Agent shall be entitled to conclusively rely on any determinations made by AT&T or its designee without independent
investigation, and none will have any liability for actions taken at AT&T’s direction in connection therewith.
Neither the
Trustee nor the Calculation Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Note as a result of the unavailability of Compounded SOFR or other applicable Benchmark Replacement,
including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of the Indenture and
reasonably required for the performance of such duties.
Neither the Trustee, the Paying Agent nor the Calculation Agent shall be
responsible or liable for the actions or omissions of AT&T or for those of AT&T’s designee, or for any failure or delay in the performance by AT&T or AT&T’s designee, nor shall any of the Trustee, the Paying Agent or the
Calculation Agent be under any obligation to oversee or monitor AT&T’s performance or that of AT&T’s designee.
Any
money that AT&T deposits with the Trustee or its 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.
8
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 Trust Company,
N.A., the Paying and Transfer Agent and Registrar for the Notes, currently located at 601 Travis Street, 16th Floor, Houston, Texas 77002.
Payment of interest on this Note due on a Floating Rate 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 in the United States, by sending appropriate wire transfer instructions as long as the Paying Agent receives the instructions not less than ten days prior to the applicable Floating Rate Interest Payment Date.
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 or electronic signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
9
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: August 17, 2026
AT&T INC.
[SEAL]
By:
Sabrina Sanders
Senior Vice President –
Chief Accounting Officer and Controller
By:
Andrew B. Keiser
Vice President and Assistant
Treasurer
Trustee’s Certificate of Authentication
This is one of the Floating Rate Global Notes due 2028 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: August 17, 2026
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 $2,000 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 $1,100,000,000.
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.
Registrar and Paying Agent
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”) and an office or agency where Notes may be presented for payment or for exchange (“Paying Agent”). AT&T has initially appointed the Trustee, The Bank of New York Mellon Trust
Company, N.A., as its Registrar and 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.
Optional Redemption by AT&T
This Note will not be redeemable prior to maturity (except upon a Tax Event as described below under “Redemption Upon a Tax
Event”).
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
(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
AT&T) 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.
3
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) 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 August 10, 2026 or (b) a taxing authority of the United States takes an action on or after August 10, 2026, 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
Floating Rate Interest Payment Date on not less than 5 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, but excluding, 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.
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 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. Any additional notes will be issued under a separate CUSIP or ISIN number unless such issuance is a “qualified reopening” for
U.S. federal income tax purposes or the additional notes are otherwise treated as fungible with the outstanding Notes for U.S. federal income tax purposes.
4
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 $2,000 and integral
multiples of $1,000 thereafter, 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
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
depositary, in accordance with its applicable policies as in effect from time to time.
5
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.
6
EX-5.1
EX-5.1
Filename: d153710dex51.htm · Sequence: 6
EX-5.1
Exhibit 5.1
August 17, 2026
AT&T
Inc.
208 S. Akard Street
Dallas, TX 75202
Dear Sirs:
With reference to the registration
statement on Form S-3 (File No. 333-285413) (the “Registration Statement”) and the prospectus dated February 28, 2025, as supplemented by the
prospectus supplement dated August 7, 2026 (the “Prospectus Supplement”), relating to the issuance by AT&T Inc., a Delaware corporation (the “Corporation”), of €1,200,000,000 aggregate principal amount of
Floating Rate Global Notes due 2028 (the “Debt Securities”) pursuant to the Indenture, dated as of May 15, 2013 (the “Indenture”), between the Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee,
I am of the opinion that the Debt Securities constitute valid and legally binding obligations of the Corporation entitled to the benefits of the Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
In rendering the
foregoing opinion, I am not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Debt Securities.
I note that, as of the date of this opinion, a judgment for money in an action based on the Debt Securities in a Federal or state court in the
United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of euro into United States dollars will depend upon various factors, including which court renders the
judgment. Under Section 27 of the New York Judiciary Law, a state court in the State of New York rendering a judgment on a Debt Security would be required to render such judgment in euro, and such judgment would be converted into United States
dollars at the exchange rate prevailing on the date of entry of the judgment.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the filing of the Prospectus Supplement referred to above and the related Current Report on Form 8-K and the making of the statements with respect to me
which are set forth under the caption “Validity of Securities” in the prospectus forming a part of the Registration Statement referred to above.
In giving this consent, I do not thereby admit that I am within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Bryan Hough
EX-5.2
EX-5.2
Filename: d153710dex52.htm · Sequence: 7
EX-5.2
Exhibit 5.2
August 17, 2026
AT&T
Inc.
208 S. Akard Street
Dallas, TX 75202
Dear Sirs:
With reference to the registration
statement on Form S-3 (File No. 333-285413) (the “Registration Statement”) and the prospectus dated February 28, 2025, as supplemented by the
prospectus supplement dated August 10, 2026 (the “Prospectus Supplement”), relating to the issuance by AT&T Inc., a Delaware corporation (the “Corporation”), of U.S.$1,100,000,000 aggregate principal amount of
Floating Rate Global Notes due 2028 (the “Debt Securities”) pursuant to the Indenture, dated as of May 15, 2013 (the “Indenture”), between the Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee,
I am of the opinion that the Debt Securities constitute valid and legally binding obligations of the Corporation entitled to the benefits of the Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
In rendering the
foregoing opinion, I am not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Debt Securities.
I hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the filing of the Prospectus
Supplement referred to above and the related Current Report on Form 8-K and the making of the statements with respect to me which are set forth under the caption “Validity of Securities” in the
prospectus forming a part of the Registration Statement referred to above.
In giving this consent, I do not thereby admit that I am within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Bryan Hough
GRAPHIC
GRAPHIC
Filename: g153710g0815005358569.jpg · Sequence: 12
Binary file (5336 bytes)
Download g153710g0815005358569.jpg
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 14
v3.26.1
Document and Entity Information
Aug. 17, 2026
Entity Information [Line Items]
Document Type
8-K
Document Period End Date
Aug. 17, 2026
Entity Registrant Name
AT&T INC.
Entity Incorporation State Country Code
DE
Entity File Number
001-08610
Entity Tax Identification Number
43-1301883
Entity Address Address Line 1
208 S. Akard St.
Entity Address City Or Town
Dallas
Entity Address State Or Province
TX
Entity Address Postal Zip Code
75202
City Area Code
210
Local Phone Number
821-4105
Written Communications
false
Soliciting Material
false
Pre Commencement Tender Offer
false
Pre Commencement Issuer Tender Offer
false
Entity Emerging Growth Company
false
Entity Central Index Key
0000732717
Amendment Flag
false
Depositary Shares, each representing a 1/1000th interest in a share of 5.000% Perpetual Preferred Stock, Series A [Member]
Entity Information [Line Items]
Security 12b Title
Depositary Shares, each representing a 1/1000th interest in a share of 5.000% Perpetual Preferred Stock, Series A
Trading Symbol
T PRA
Security Exchange Name
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of 4.750% Perpetual Preferred Stock, Series C [Member]
Entity Information [Line Items]
Security 12b Title
Depositary Shares, each representing a 1/1000th interest in a share of 4.750% Perpetual Preferred Stock, Series C
Trading Symbol
T PRC
Security Exchange Name
NYSE
AT&T Inc. 1.800% Global Notes due September 5, 2026 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 1.800% Global Notes due September 5, 2026
Trading Symbol
T 26D
Security Exchange Name
NYSE
AT&T Inc. 2.900% Global Notes due December 4, 2026 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 2.900% Global Notes due December 4, 2026
Trading Symbol
T 26A
Security Exchange Name
NYSE
AT&T Inc. Floating Rate Global Notes due September 16, 2027 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. Floating Rate Global Notes due September 16, 2027
Trading Symbol
T 27C
Security Exchange Name
NYSE
AT&T Inc. 1.600% Global Notes due May 19, 2028 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 1.600% Global Notes due May 19, 2028
Trading Symbol
T 28C
Security Exchange Name
NYSE
AT&T Inc. 2.350% Global Notes due September 5, 2029 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 2.350% Global Notes due September 5, 2029
Trading Symbol
T 29D
Security Exchange Name
NYSE
AT&T Inc. 4.375% Global Notes due September 14, 2029 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 4.375% Global Notes due September 14, 2029
Trading Symbol
T 29B
Security Exchange Name
NYSE
AT&T Inc. 2.600% Global Notes due December 17, 2029 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 2.600% Global Notes due December 17, 2029
Trading Symbol
T 29A
Security Exchange Name
NYSE
AT&T Inc. 0.800% Global Notes due March 4, 2030 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 0.800% Global Notes due March 4, 2030
Trading Symbol
T 30B
Security Exchange Name
NYSE
AT&T Inc. 3.150% Global Notes due June 1, 2030 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 3.150% Global Notes due June 1, 2030
Trading Symbol
T 30C
Security Exchange Name
NYSE
AT&T Inc. 3.600% Global Notes due August 3, 2030 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 3.600% Global Notes due August 3, 2030
Trading Symbol
T 30E
Security Exchange Name
NYSE
AT&T Inc. 3.950% Global Notes due April 30, 2031 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 3.950% Global Notes due April 30, 2031
Trading Symbol
T 31F
Security Exchange Name
NYSE
AT&T Inc. 2.050% Global Notes due May 19, 2032 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 2.050% Global Notes due May 19, 2032
Trading Symbol
T 32A
Security Exchange Name
NYSE
AT&T Inc. 3.550% Global Notes due December 17, 2032 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 3.550% Global Notes due December 17, 2032
Trading Symbol
T 32
Security Exchange Name
NYSE
AT&T Inc. 3.600% Global Notes due June 1, 2033 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 3.600% Global Notes due June 1, 2033
Trading Symbol
T 33A
Security Exchange Name
NYSE
AT&T Inc. 5.200% Global Notes due November 18, 2033 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 5.200% Global Notes due November 18, 2033
Trading Symbol
T 33
Security Exchange Name
NYSE
AT&T Inc. 3.375% Global Notes due March 15, 2034 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 3.375% Global Notes due March 15, 2034
Trading Symbol
T 34
Security Exchange Name
NYSE
AT&T Inc. 4.150% Global Notes due August 3, 2034 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 4.150% Global Notes due August 3, 2034
Trading Symbol
T 34E
Security Exchange Name
NYSE
AT&T Inc. 4.300% Global Notes due November 18, 2034 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 4.300% Global Notes due November 18, 2034
Trading Symbol
T 34C
Security Exchange Name
NYSE
AT&T Inc. 2.450% Global Notes due March 15, 2035 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 2.450% Global Notes due March 15, 2035
Trading Symbol
T 35
Security Exchange Name
NYSE
AT&T Inc. 3.150% Global Notes due September 4, 2036 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 3.150% Global Notes due September 4, 2036
Trading Symbol
T 36A
Security Exchange Name
NYSE
AT&T Inc. 4.050% Global Notes due June 1, 2037 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 4.050% Global Notes due June 1, 2037
Trading Symbol
T 37B
Security Exchange Name
NYSE
AT&T Inc. 2.600% Global Notes due May 19, 2038 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 2.600% Global Notes due May 19, 2038
Trading Symbol
T 38C
Security Exchange Name
NYSE
AT&T Inc. 4.550% Global Notes due August 3, 2038 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 4.550% Global Notes due August 3, 2038
Trading Symbol
T 38D
Security Exchange Name
NYSE
AT&T Inc. 1.800% Global Notes due September 14, 2039 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 1.800% Global Notes due September 14, 2039
Trading Symbol
T 39B
Security Exchange Name
NYSE
AT&T Inc. 7.000% Global Notes due April 30, 2040 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 7.000% Global Notes due April 30, 2040
Trading Symbol
T 40
Security Exchange Name
NYSE
AT&T Inc. 4.250% Global Notes due June 1, 2043 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 4.250% Global Notes due June 1, 2043
Trading Symbol
T 43
Security Exchange Name
NYSE
AT&T Inc. 4.875% Global Notes due June 1, 2044 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 4.875% Global Notes due June 1, 2044
Trading Symbol
T 44
Security Exchange Name
NYSE
AT&T Inc. 5.050% Global Notes due August 3, 2045 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 5.050% Global Notes due August 3, 2045
Trading Symbol
T 45B
Security Exchange Name
NYSE
AT&T Inc. 4.000% Global Notes due June 1, 2049 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 4.000% Global Notes due June 1, 2049
Trading Symbol
T 49A
Security Exchange Name
NYSE
AT&T Inc. 4.250% Global Notes due March 1, 2050 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 4.250% Global Notes due March 1, 2050
Trading Symbol
T 50
Security Exchange Name
NYSE
AT&T Inc. 3.750% Global Notes due September 1, 2050 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 3.750% Global Notes due September 1, 2050
Trading Symbol
T 50A
Security Exchange Name
NYSE
AT&T Inc. 7.050% Global Notes due August 3, 2052 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 7.050% Global Notes due August 3, 2052
Trading Symbol
T 52
Security Exchange Name
NYSE
AT&T Inc. 5.350% Global Notes due November 1, 2066 [Member]
Entity Information [Line Items]
Security 12b Title
AT&T Inc. 5.350% Global Notes due November 1, 2066
Trading Symbol
TBB
Security Exchange Name
NYSE
New York Stock Exchange [Member] | Common Shares (Par Value $1.00 Per Share) [Member]
Entity Information [Line Items]
Security 12b Title
Common Shares (Par Value $1.00 Per Share)
Trading Symbol
T
Security Exchange Name
NYSE
NYSE Texas [Member] | Common Shares (Par Value $1.00 Per Share) [Member]
Entity Information [Line Items]
Security 12b Title
Common Shares (Par Value $1.00 Per Share)
Trading Symbol
T
Security Exchange Name
CHX
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
No definition available.
+ Details
Name:
dei_EntityInformationLineItems
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesCPreferredStockMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc1800GlobalNotesDueSeptember52026Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc2900GlobalNotesDueDecember42026Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTIncFloatingRateGlobalNotesDueSeptember162027Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc1600GlobalNotesDueMay192028Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc2350GlobalNotesDueSeptember52029Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc4375GlobalNotesDueSeptember142029Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc2600GlobalNotesDueDecember172029Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc0800GlobalNotesDueMarch42030Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc.3.150GlobalNotesDueJune12030Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATAndTInc.3.600PercentGlobalNotesDueAugust32030Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc3950GlobalNotesDueApril302031Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc2050GlobalNotesDueMay192032Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc3550GlobalNotesDueDecember172032Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc3.600GlobalNotesDueJune12033Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc5200GlobalNotesDueNovember182033Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc3375GlobalNotesDueMarch152034Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATAndTInc.4.150PercentGlobalNotesDueAugust32034Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc4300GlobalNotesDueNovember182034Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc2450GlobalNotesDueMarch152035Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc3150GlobalNotesDueSeptember42036Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc4.050GlobalNotesDueJune12037Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc2600GlobalNotesDueMay192038Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATAndTInc.4.550PercentGlobalNotesDueAugust32038Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc1800GlobalNotesDueSeptember142039Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc7000GlobalNotesDueApril302040Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc4250GlobalNotesDueJune12043Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc4875GlobalNotesDueJune12044Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATAndTInc.5.050PercentGlobalNotesDueAugust32045Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc4000GlobalNotesDueJune12049Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc4250GlobalNotesDueMarch12050Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc3750GlobalNotesDueSeptember12050Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATAndTInc.7.050PercentGlobalNotesDueAugust32052Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=t_ATTInc5350GlobalNotesDueNovember12066Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
dei_EntityListingsExchangeAxis=exch_XNYS
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
dei_EntityListingsExchangeAxis=exch_XCHI
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type: