U.S.$2,500,000,000 2.300% GLOBAL NOTES DUE 2027
U.S.$3,000,000,000 2.750% GLOBAL NOTES DUE 2031
U.S.$2,500,000,000 3.500% GLOBAL NOTES DUE 2041
U.S.$3,000,000,000 3.650% GLOBAL NOTES DUE 2051
U.S.$1,500,000,000 3.850% GLOBAL NOTES DUE 2060
May 21, 2020
To the Representative(s)
named in Schedule I
hereto of the Underwriters
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 underwriters named in Schedule II hereto (Underwriters), for whom you are acting as representative(s) (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 several Underwriters 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 or prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B that has not been superseded or modified.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 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.