AT&T INC. filed this 424B2 on Sep 11, 2025
AT&T INC. - 424B2 - 20250911 - CAPITALIZATION

CAPITALIZATION

The following table sets forth the capitalization of AT&T as of June 30, 2025 and as adjusted solely to reflect the issuance of €2,250,000,000 (approximately U.S.$2,642,850,000 based on the September 9, 2025 exchange rate of €1 /U.S.$1.1746) and the application of the net proceeds as described under “Use of Proceeds” above assuming that the net proceeds from the sale of the Notes would be used for general corporate purposes. AT&T’s total capital consists of debt (long-term debt and debt maturing within one year) and stockholders’ equity.

 

     As of June 30, 2025  
     Actual      As Adjusted  
    

(Unaudited)

(In millions)

 

Long-term debt

   $ 123,057      $ 125,700  

Debt maturing within one year (1)

     9,254        9,254  

Redeemable Noncontrolling Interest

     1,983        1,983  

Stockholders’ equity:

     

Preferred stock ($1 par value, 10,000,000 authorized)

     

Series A (48,000 shares issued and outstanding)

     —         —   

Series B (20,000 shares issued and outstanding)

     —         —   

Series C (70,000 shares issued and outstanding)

     —         —   

Common stock ($1 par value, 14,000,000,000 authorized: issued 7,620,748,598)

     7,621        7,621  

Additional paid-in capital

     106,381        106,381  

Retained earnings

     6,680        6,680  

Treasury stock (459,382,925 at cost) (2)

     (15,210 )       (15,210 ) 

Other adjustments

     15,922        15,922  

Stockholders’ equity

   $ 121,394      $ 121,394  
  

 

 

    

 

 

 

Total Capitalization

   $ 255,688      $ 258,331  
  

 

 

    

 

 

 
 
(1)

Debt maturing within one year consists of the current portion of long-term debt and commercial paper and other short-term borrowings.

(2)

Excludes impact of share repurchases during the third quarter of 2025 under AT&T’s repurchase programs.

 

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FOREIGN EXCHANGE RISKS

Investors will have to pay for the Notes in euro. Principal and interest payments of the Notes are payable by us in euro. An investment in the Notes which are denominated in, and all payments in respect of which are to be made in, a currency other than the currency of the country in which the purchaser is resident or the currency in which the purchaser conducts its business or activities (the home currency), entails significant risks not associated with a similar investment in a security denominated in the home currency. These include the possibility of:

 

  •  

significant changes in rates of exchange between the home currency and the euro, and

 

  •  

the imposition or modification of foreign exchange controls with respect to the euro.

We have no control over a number of factors affecting this type of Note, including economic, financial and political events that are important in determining the existence, magnitude and longevity of these risks and their results. In recent years, rates of exchange for certain currencies, including the euro, have been highly volatile and this volatility may be expected to continue in the future. Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative of fluctuations in the rate that may occur during the term of the Notes. Depreciation of the euro against the home currency could result in a decrease in the effective yield of the Notes below the coupon rate, and in certain circumstances, could result in a loss to you on a home currency basis.

Under the terms of the indenture under which the Notes are to be issued, if euro ceases to exist when payments on the Notes are due under any circumstances, AT&T may supplement the indenture to allow for payment in U.S. dollars.

The Notes will be governed by New York law. Under New York law, a New York state court rendering a judgment on the Notes would be required to render the judgment in euro. However, the judgment would be converted into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment. Consequently, in a lawsuit for payment on the Notes, investors would bear currency exchange risk until a New York state court judgment is entered, which could be a long time.

In courts outside of New York, investors may not be able to obtain a judgment in a currency other than U.S. dollars. For example, a judgment for money in an action based on the Notes in many other U.S. federal or state courts ordinarily would be enforced in the United States only in U.S. dollars. The date used to determine the rate of conversion of euro into U.S. dollars will depend upon various factors, including which court renders the judgment.

This description of foreign currency risks does not describe all the risks of an investment in securities denominated in a currency other than the home currency. You should consult your own financial and legal advisors as to the risks involved in an investment in the Notes.

On September 9, 2025, the euro/U.S.$ rate of exchange was €1 /U.S.$1.1746.

 

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