AT&T INC.

CODE OF ETHICS

In accordance with the requirements of the Securities and Exchange Commission and the
New York Stock Exchange, the Board of Directors of AT&T Inc. (with its subsidiaries, the
“Company”) has adopted this Code of Ethics (this “Code”) to:
• encourage honest and ethical conduct, including fair dealing and the ethical handling
of conflicts of interest;
• encourage full, fair, accurate, timely and understandable disclosure;
• encourage compliance with applicable laws and governmental rules and regulations;
• ensure the protection of the Company’s legitimate business interests, including
corporate opportunities, assets and confidential information; and
• deter wrongdoing.

All directors, officers and employees of the Company are expected to be familiar with the
Code and to adhere to those principles and procedures set forth in the Code. The Company’s
more detailed policies and procedures set forth in AT&T’s Code of Business Conduct or other
corporate codes or policies are separate requirements and are not part of this Code.

I. Honest and Ethical Conduct

Each director, officer and employee owes a duty to the Company to act with integrity.
Integrity requires, among other things, being honest and ethical. This includes the ethical
handling of actual or apparent conflicts of interest between personal and professional
relationships. Deceit and subordination of principle are inconsistent with integrity.

Each director, officer and employee must:

• Act with integrity, including being honest and ethical while still maintaining the
confidentiality of information where required or consistent with the Company’s
policies.
• Observe both the form and spirit of laws and governmental rules and regulations and
accounting standards.
• Adhere to a high standard of business ethics.

• Accept no improper or undisclosed material personal benefits from third parties as a

result of any transaction or transactions of the Company.

Rev 11/2/12
II. Conflicts of Interest

A “conflict of interest” arises when an individual’s personal interest interferes or appears

to interfere with the interests of the Company. A conflict of interest can arise when a director,
officer or employee takes actions or has personal interests that may make it difficult to perform
his or her Company work objectively and effectively. For example, a conflict of interest would
arise if a director, officer or employee, or a member or his or her family, receives improper
personal benefits as a result of any transaction or transactions of the Company. Interests in other
companies, including potential competitors and suppliers, that are purely for investment
purposes, are not significant to the individual and do not include involvement in the management
of the other entity, or where an otherwise questionable relationship is disclosed to the Board and
any necessary action is taken to ensure there will be no effect on AT&T, are not considered
conflicts unless otherwise determined by the Board.

Fidelity or service to the Company should never be subordinated to or dependent on

personal gain or advantage. Conflicts of interest should be avoided.

In most cases, anything that would constitute a conflict for a director, officer or employee
also would present a conflict if it is related to a member of his or her family.

III. Disclosure

Each director, officer or employee, to the extent involved in the Company’s disclosure
process, including the Chief Executive Officer, the Chief Financial Officer, and the Controller
(the “Senior Financial Officers”), is required to be familiar with the Company's disclosure
controls and procedures applicable to him or her so that the Company's public reports and
documents filed with the Securities and Exchange Commission (the “SEC”) comply in all
material respects with the applicable federal securities laws and SEC rules. In addition, each
such person having direct or supervisory authority regarding these SEC filings or the Company's
other public communications concerning its general business, results, financial condition and
prospects should, to the extent appropriate within his or her area of responsibility, consult with
other Company officers and employees and take other appropriate steps regarding these
disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.

Each director, officer or employee, to the extent involved in the Company’s disclosure
process, including without limitation the Senior Financial Officers, must:
• Familiarize himself or herself with the disclosure requirements applicable to the
Company as well as the business and financial operations of the Company.
• Not knowingly misrepresent, or cause others to misrepresent, facts about the
Company to others, whether within or outside the Company, including to the
Company’s independent auditors, governmental regulators and self-regulatory
organizations.

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IV. Compliance

It is the Company’s policy to comply with all applicable laws, rules and regulations. It is
the personal responsibility of each employee, officer and director to adhere to the standards and
restrictions imposed by those laws, rules and regulations in the performance of their duties for
the Company, including those relating to accounting and auditing matters and insider trading.

Generally, it is against Company policy for any individual to profit from undisclosed
information relating to the Company or any other company in violation of insider trading or
other laws. Anyone who is aware of material nonpublic information relating to the Company,
our customers, or other companies may not use the information to purchase or sell securities in
violation of the federal securities laws.

If you are uncertain about the legal rules involving your purchase or sale of any Company
securities or any securities in companies that you are familiar with by virtue of your work for the
Company, you should consult with the Company’s Legal Department before making any such
purchase or sale.

Other policies issued by the Company also provide guidance as to certain of the laws,
rules and regulations that apply to the Company's activities.

V. Reporting and Accountability

The Audit Committee has the authority to interpret this Code in any particular situation.
Any director, officer or employee who becomes aware of any violation of this Code is required
to notify the Code of Ethics Contact promptly.

Any questions relating to how these policies should be interpreted or applied should be
addressed to the Legal Department or the Code of Ethics Contact. Any material transaction or
relationship that could reasonably be expected to give rise to a conflict of interest, as discussed in
Section II of this Code, should be discussed with the Legal Department or the Code of Ethics
Contact. With respect to the conduct of employees (other than the Chief Executive Officer or the
Chief Financial Officer), the Code of Ethics Contact through the AT&T Hotline found on
AT&T’s website at www.att.com, which shall be under the authority of the Chief Financial
Officer, and with respect to the conduct of directors, the Chief Executive Officer and the Chief
Financial Officer, the Code of Ethics Contact is the General Counsel. A director, officer or
employee who is unsure of whether a situation violates this Code should discuss the situation
with the Legal Department or the Code of Ethics Contact to prevent possible misunderstandings
and embarrassment at a later date.

Each director, officer or employee must:

• Notify the appropriate Code of Ethics Contact promptly of any existing or potential
violation of this Code.
• Not retaliate against any other director, officer or employee for reports of potential
violations.

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 The Company will follow the following procedures in investigating and enforcing this
Code and in reporting on the Code:
• The General Counsel or the Chief Financial Officer, as the case may be, will take all
appropriate action to investigate any violations reported. In addition, the Chief
Financial Officer or the General Counsel, as appropriate, shall report each violation
and alleged violation involving a director or an executive officer to the Chairperson
of the Audit Committee. To the extent he or she deems appropriate, the Chairperson
of the Audit Committee shall participate in any investigation of a director or
executive officer. After the conclusion of an investigation of a director or executive
officer, the conclusions shall be reported to the Audit Committee.
• The Audit Committee will conduct such additional investigation as it deems
necessary. If the Audit Committee determines that a director or executive officer has
violated this Code, it will report its determination to the Board of Directors. Upon
being notified that a violation has occurred, the Board of Directors or the Chief
Financial Officer, as the case may be, will take such disciplinary or preventive action
as deemed appropriate, up to and including dismissal or, in the event of criminal or
other serious violations of law, notification of the SEC or other appropriate law
enforcement authorities.

From time to time, the Company may waive provisions of this Code. Any employee or
director who believes that a waiver may be called for should discuss the matter with the Legal
Department or the Code of Ethics Contact. Any waiver of the Code for executive officers
(including Senior Financial Officers) or directors of the Company may be made only by the
Board of Directors or the Audit Committee of the Board and must be promptly disclosed.

VI. Corporate Opportunities

Employees, officers and directors are prohibited from taking (or directing to a third party)
a business opportunity that is discovered through the use of corporate property, information or
position, unless the Company has already been offered the opportunity and turned it down. More
generally, employees, officers and directors are prohibited from using corporate property,
information or position for personal gain and from competing with the Company.

Sometimes the line between personal and Company benefits is difficult to draw, and
sometimes there are both personal and Company benefits in certain activities. Employees,
officers and directors who intend to make use of Company property or services in a manner not
solely for the benefit of the Company should consult beforehand with the Legal Department or
the Code of Ethics Contact.

VII. Confidentiality

In carrying out the Company’s business, employees, officers and directors often learn
confidential or proprietary information about the Company, its customers, suppliers, or joint
venture parties. Employees, officers and directors must maintain the confidentiality of all
information so entrusted to them, except when disclosure is authorized or legally mandated.

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Confidential or proprietary information of our Company, and of other companies, includes any
non-public information that would be harmful to the relevant company or useful or helpful to
competitors if disclosed.

VIII. Fair Dealing

We have a history of succeeding through honest business competition. We do not seek

competitive advantages through illegal or unethical business practices. Each employee, officer
and director should endeavor to deal fairly with the Company’s customers, service providers,
suppliers, competitors and employees. No employee, officer or director should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any unfair dealing practice.

IX. Protection and Proper Use of Company Assets

All employees, officers and directors should protect the Company’s assets and ensure
their efficient use. All Company assets should be used only for legitimate business purposes.

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