EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by AT&T Inc. (the “Registrant”) in order to
register an additional 45,000,000 shares of AT&T Inc. common stock, par value $1.00 per share (the “Common Stock”), that may become available for issuance pursuant to new awards granted under the AT&T Inc. 2018 Incentive Plan (the
“Plan”) as a result of outstanding awards that, in whole or in part, are terminated, expire or are otherwise cancelled. The information contained in the Registrant’s registration statement on Form
S-8 filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2018 (SEC File 333-224980) with all exhibits filed therewith or incorporated therein by reference, is hereby incorporated by reference pursuant to General Instruction E to Form S-8, and
the shares of Common Stock registered hereunder are in addition to the shares of Common Stock registered on such registration statement.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
Bryan S. Hough, Assistant Vice President – Senior Legal Counsel and Assistant Secretary of the Registrant, has delivered an opinion to the effect that the
shares of Common Stock covered by this Registration Statement will be legally issued, fully paid and non-assessable. Mr. Hough is eligible to participate in the Plan and owns shares of Common Stock and
holds outstanding awards under the Plan.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (“DGCL”) permits a corporation to indemnify its directors and officers against expenses,
including attorneys’ fees, judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties. The directors or officers must have acted in good
faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In a derivative
action, an action only by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors and officers in connection with the defense or settlement of an action or suit, and only with
respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification shall be made if such person shall have been adjudged
liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant officers or directors are fairly and reasonably entitled to indemnity for such
expenses despite such adjudication of liability.
We have adopted provisions in our Bylaws which provide that we will indemnify any person who was or is a
party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including any action or suit by us or in our right, by reason of the fact that such person is or was our director,
officer, employee, or, while such person is or was a director, officer or employee of us, is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, but in each case only if and to the extent
permitted under applicable state or federal law.
Our Bylaws further state that this indemnification shall not be deemed exclusive of any other right to
which the indemnified person may be entitled, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of that person.
Our Restated Certificate of Incorporation provides that, consistent with Section 102(b)(7) of the DGCL, no director shall be liable to us or our
stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to us or our stockholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of the law; (iii) under Section 174 of the DGCL; or (iv) for any transaction from which a director derived an improper benefit.
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