Obligation AT&T 5.3% ( US00206REQ11 ) en USD

AT&T

100 % ⇌

Etas-Unis

US00206REQ11 ( en USD )

5.3% par an ( paiement semestriel )

14/08/2058 - Obligation échue

Prospectus brochure de l'obligation AT&T US00206REQ11 en USD 5.3%, échue

2 000 USD

2 500 000 000 USD

00206REQ1

BBB ( Qualité moyenne inférieure )

L'Obligation émise par AT&T ( Etas-Unis ) , en USD, avec le code ISIN US00206REQ11, paye un coupon de 5.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2058

L'Obligation émise par AT&T ( Etas-Unis ) , en USD, avec le code ISIN US00206REQ11, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par AT&T ( Etas-Unis ) , en USD, avec le code ISIN US00206REQ11, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d421238d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-209718
CALCULATION OF REGISTRATION FEE

Proposed
Amount of
Maximum
Registration
Amount to be
Maximum Offering
Aggregate
Fee
Title of Each Class of Securities to be Registered

Registered

Price Per Unit

Offering Price

(1)(2)
2.850% Global Notes due 2023

$1,750,000,000
99.984%
$1,749,720,000
$202,792.55
3.400% Global Notes due 2024

$3,000,000,000
99.832%
$2,994,960,000
$347,115.86
3.900% Global Notes due 2027

$5,000,000,000
99.827%
$4,991,350,000
$578,497.47
4.900% Global Notes due 2037

$4,500,000,000
99.822%
$4,491,990,000
$520,621.64
5.150% Global Notes due 2050

$5,000,000,000
99.779%
$4,988,950,000
$578,219.31
5.300% Global Notes due 2058

$2,500,000,000
99.766%
$2,494,150,000
$289,071.99
Floating Rate Global Notes due 2023

$ 750,000,000
100.00%
$ 750,000,000
$ 86,925.00

(1)
Pursuant to Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act"), the total registration fee for this offering is
$2,603,243.82.
(2)
A filing fee of $2,603,243.82 is being paid in connection with this offering.
Table of Contents
Prospectus Supplement July 27, 2017
(To Prospectus dated February 25, 2016)
U.S.$22,500,000,000

AT&T Inc.
U.S.$1,750,000,000 2.850% Global Notes due 2023
U.S.$3,000,000,000 3.400% Global Notes due 2024
U.S.$5,000,000,000 3.900% Global Notes due 2027
U.S.$4,500,000,000 4.900% Global Notes due 2037
U.S.$5,000,000,000 5.150% Global Notes due 2050
U.S.$2,500,000,000 5.300% Global Notes due 2058
U.S.$750,000,000 Floating Rate Global Notes due 2023

We will pay interest on the 2.850% global notes due 2023 (the "2023 Notes"), the 3.400% global notes due 2024 (the "2024 Notes"), the 3.900% global notes due 2027 (the "2027 Notes"), the 4.900% global
notes due 2037 (the "2037 Notes"), the 5.150% global notes due 2050 (the "2050 Notes") and the 5.300% global notes due 2058 (the "2058 Notes" and, together with the 2023 Notes, the 2024 Notes, the 2027 Notes,
the 2037 Notes and the 2050 Notes, the "Fixed Rate Notes") on February 14 and August 14 of each year, commencing on February 14, 2018. We will pay interest on the floating rate global notes due 2023 (the
"Floating Rate Notes" and, together with the Fixed Rate Notes, the "Notes") at a rate equal to the Applicable LIBOR Rate (as defined herein, based on the three-month LIBOR), reset quarterly, plus 89 basis points,
on February 14, May 14, August 14 and November 14 of each year. The first such payment will be made on November 14, 2017. The 2023 Notes will mature on February 14, 2023, the 2024 Notes will mature on
August 14, 2024, the 2027 Notes will mature on August 14, 2027, the 2037 Notes will mature on August 14, 2037, the 2050 Notes will mature on February 14, 2050, the 2058 Notes will mature on August 14,
2058 and the Floating Rate Notes will mature on February 14, 2023.
We may redeem some or all of the Fixed Rate Notes at any time and from time to time at the prices and at the times indicated for each series under the heading "Description of the Notes -- The Fixed Rate
Notes -- Optional Redemption" beginning on page S -9 of this prospectus supplement. The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 thereafter.
On October 22, 2016, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Time Warner Inc. ("Time Warner"). Time Warner will become our wholly -owned subsidiary subject
to the satisfaction or waiver of the conditions to closing contained in the Merger Agreement. We intend to use the net proceeds of this offering for general corporate purposes, including funding the cash
consideration for the Time Warner acquisition. This offering is not contingent on the consummation of the acquisition of Time Warner. However, if such acquisition is not consummated on or prior to April 22,
2018 or, if prior to such date, the Merger Agreement for such acquisition is terminated, then in either case we will be required to redeem all of the Notes at a special mandatory redemption price equal to 101% of
the principal amount of the Notes, plus accrued but unpaid interest to, but excluding, the redemption date, as described under "Description of the Notes -- Special Mandatory Redemption."

See "Risk Factors" beginning on page 34 of our 2016 Annual Report to Stockholders, portions of which are filed as Exhibit 13 to our Annual Report on Form 10-K
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Final Prospectus Supplement
for the fiscal year ended December 31, 2016, which are incorporated by reference herein, to read about factors you should consider before investing in the Notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus
supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per
Per
Per
Per
Per
Per
Per
Floating
2023
2024
2027
2037
2050
2058
Rate

Note
Total
Note
Total

Note
Total

Note
Total

Note
Total

Note
Total

Note
Total

Initial public offering price
99.984% $1,749,720,000 99.832% $2,994,960,000 99.827% $4,991,350,000 99.822% $4,491,990,000 99.779% $4,988,950,000 99.766% $2,494,150,000 100.000% $750,000,000

Underwriting discounts
0.300% $
5,250,000 0.350% $
10,500,000 0.400% $
20,000,000 0.600% $
27,000,000 0.750% $
37,500,000 0.800% $
20,000,000
0.300% $
2,250,000

Proceeds, before expenses, to
AT&T(1)
99.684% $1,744,470,000 99.482% $2,984,460,000 99.427% $4,971,350,000 99.222% $4,464,990,000 99.029% $4,951,450,000 98.966% $2,474,150,000 99.700% $747,750,000

(1) The underwriters have agreed to reimburse us for certain of our expenses. See "Underwriting."
The initial public offering prices set forth above do not include accrued interest, if any. Interest on the Notes will accrue from August 7, 2017.
The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking, Société
Anonyme and Euroclear Bank S.A./N.V., against payment in New York, New York on August 7, 2017.

Joint Book-Running Managers

BofA Merrill Lynch
Goldman Sachs &
J.P. Morgan
Mizuho Securities
MUFG

Co. LLC

Credit Suisse
Deutsche Bank
RBC Capital Markets
Wells Fargo Securities

Securities

BBVA

Santander

TD Securities
Senior Co-Managers

Loop Capital Markets

BNY Mellon Capital Markets, LLC

US Bancorp
Co-Managers

CastleOak Securities,
C.L. King & Associates
Ramirez & Co., Inc.
Siebert Cisneros Shank &
The Williams Capital
L.P.

Co., LLC

Group, L.P.

Academy Securities

Drexel Hamilton

MFR Securities, Inc.

Mischler Financial Group, Inc.

Apto Partners, LLC

Blaylock Van, LLC
Table of Contents
We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, we take no responsibility for, nor can we provide any assurance as to the
reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus
supplement and the accompanying prospectus, as well as information we previously filed with the Securities and Exchange Commission
and incorporated by reference, is accurate as of their respective dates. Our business, financial condition, results of operations and
prospects may have changed since those dates.
The Notes are offered globally for sale in those jurisdictions in the United States, Canada, Europe, Asia and elsewhere where it is
lawful to make such offers.
To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information
contained in the accompanying prospectus, on the other hand, the information contained in this prospectus supplement shall control. If any
statement in this prospectus supplement conflicts with any statement in a document which we have incorporated by reference, then you should
consider only the statement in the more recent document.
In this prospectus supplement, "we," "our," "us" and "AT&T" refer to AT&T Inc. and its consolidated subsidiaries.

TABLE OF CONTENTS
Prospectus Supplement
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Final Prospectus Supplement

Page
Summary of the Fixed Rate Notes Offering
S-1
Summary of the Floating Rate Notes Offering
S-4
Use of Proceeds
S-6
Capitalization
S-7
Description of the Notes
S-8
United States Tax Considerations
S-18
Underwriting
S-23
Validity of Securities
S-28
Prospectus

Description of AT&T Inc.
1
Use of Proceeds
1
Summary Description of the Securities We May Issue
1
Description of Debt Securities We May Offer
1
Description of Preferred Stock We May Offer
13
Description of Depositary Shares We May Offer
14
Description of Common Stock We May Offer
17
Plan of Distribution
20
Validity of Securities
22
Experts
22
Documents Incorporated by Reference
22
Where You Can Find More Information
23
Table of Contents
SUMMARY OF THE FIXED RATE NOTES OFFERING

Issuer
AT&T Inc.

Securities Offered
U.S.$1,750,000,000 aggregate principal amount of 2.850% global notes due 2023 (the
"2023 Notes").

U.S.$3,000,000,000 aggregate principal amount of 3.400% global notes due 2024 (the

"2024 Notes").

U.S.$5,000,000,000 aggregate principal amount of 3.900% global notes due 2027 (the

"2027 Notes").

U.S.$4,500,000,000 aggregate principal amount of 4.900% global notes due 2037 (the

"2037 Notes").

U.S.$5,000,000,000 aggregate principal amount of 5.150% global notes due 2050 (the

"2050 Notes").

U.S.$2,500,000,000 aggregate principal amount of 5.300% global notes due 2058 (the

"2058 Notes" and, together with the 2023 Notes, the 2024 Notes, the 2027 Notes, the
2037 Notes and the 2050 Notes, the "Fixed Rate Notes").

Maturity Date
February 14, 2023, at par, for the 2023 Notes.

August 14, 2024, at par, for the 2024 Notes.

August 14, 2027, at par, for the 2027 Notes.
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Final Prospectus Supplement

August 14, 2037, at par, for the 2037 Notes.

February 14, 2050, at par, for the 2050 Notes.

August 14, 2058, at par, for the 2058 Notes.

Interest Rate
The 2023 Notes will bear interest from August 7, 2017 at the rate of 2.850% per annum,
the 2024 Notes will bear interest from August 7, 2017 at the rate of 3.400% per annum,
the 2027 Notes will bear interest from August 7, 2017 at the rate of 3.900% per annum,
the 2037 Notes will bear interest from August 7, 2017 at the rate of 4.900% per annum,
the 2050 Notes will bear interest from August 7, 2017 at the rate of 5.150% per annum
and 2058 Notes will bear interest from August 7, 2017 at the rate of 5.300% per annum.
Interest on each series of the Fixed Rate Notes will be payable semi-annually in arrears
in two equal payments.

Interest Payment Dates
February 14 and August 14 of each year, commencing on February 14, 2018.

S-1
Table of Contents
Special Mandatory Redemption
If the Time Warner acquisition is not consummated on or prior to April 22, 2018 or, if
prior to such date, the Merger Agreement for such acquisition is terminated, then in
either case we will be required to redeem all of the Fixed Rate Notes at a special
mandatory redemption price equal to 101% of the principal amount of the Fixed Rate
Notes, plus accrued but unpaid interest to, but excluding, the redemption date. See
"Description of the Notes -- Special Mandatory Redemption."

Optional Redemption
Each series of the Fixed Rate Notes may be redeemed at any time prior to the applicable
Par Call Date (as set forth in the table below), as a whole or in part, at our option, at any
time and from time to time on at least 30 days', but not more than 60 days' prior notice,
at a make-whole call equal to the greater of (i) 100% of the principal amount of the
Fixed Rate Notes of such series to be redeemed or (ii) the sum of the present values of
the remaining scheduled payments of principal and interest discounted to the redemption
date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months), at a rate equal to the sum of the Treasury Rate plus a number of basis points
equal to the applicable Make-Whole Spread (as set forth in the table below). Each
series of Fixed Rate Notes may be redeemed at any time on or after the applicable Par
Call Date, as a whole or in part, at our option, at any time and from time to time on at
least 30 days', but not more than 60 days' prior notice, at a redemption price equal to
100% of the principal amount of such series of Fixed Rate Notes to be redeemed.
Accrued interest will be payable to the redemption date.

Series

Par Call Date

Make-Whole Spread
2023 Notes

January 14, 2023

15 bps
2024 Notes

June 14, 2024

20 bps
2027 Notes

May 14, 2027

25 bps
2037 Notes

February 14, 2037

30 bps
2050 Notes

August 14, 2049

35 bps
2058 Notes

February 14, 2058

37.5 bps

See "Description of the Notes -- The Fixed Rate Notes -- Optional Redemption."
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Final Prospectus Supplement

The Fixed Rate Notes of each series are also redeemable at our option in connection

with certain tax events. See "Description of the Notes -- Redemption Upon a Tax
Event."

Markets
The Fixed Rate Notes are offered for sale in those jurisdictions in the United States,
Canada, Europe, Asia and elsewhere where it is legal to make such offers. See
"Underwriting."

No Listing
The Fixed Rate Notes are not being listed on any organized exchange or market.

S-2
Table of Contents
Form and Settlement
The Fixed Rate Notes will be issued in the form of one or more fully registered global
notes which will be deposited with, or on behalf of, The Depository Trust Company --
known as DTC -- as the depositary, and registered in the name of Cede & Co., DTC's
nominee. Beneficial interests in the global notes will be represented through book-entry
accounts of financial institutions acting on behalf of beneficial owners as direct and
indirect participants in DTC. Investors may elect to hold interests in the global notes
through either DTC (in the United States), Clearstream Banking, Société Anonyme or
Euroclear Bank S.A./N.V., as operator of the Euroclear System (outside of the United
States), if they are participants in these systems, or indirectly through organizations
which are participants in these systems. Cross-market transfers between persons holding
directly or indirectly through DTC participants, on the one hand, and directly or
indirectly through Clearstream or Euroclear participants, on the other hand, will be
effected in accordance with DTC rules on behalf of the relevant international clearing
system by its U.S. depositary.

Governing Law
The Fixed Rate Notes will be governed by the laws of the State of New York.

S-3
Table of Contents
SUMMARY OF THE FLOATING RATE NOTES OFFERING

Issuer
AT&T Inc.

Securities Offered
U.S.$750,000,000 aggregate principal amount of floating rate global notes due 2023 (the
"Floating Rate Notes").

Maturity Date
February 14, 2023, at par.

Interest Rate
The Floating Rate Notes will bear interest from August 7, 2017 at a floating rate equal
to the Applicable LIBOR Rate (as defined herein, based on the three-month LIBOR),
reset quarterly, plus 89 basis points, payable quarterly in arrears.
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Final Prospectus Supplement

Interest Payment Dates
Quarterly on each February 14, May 14, August 14 and November 14 of each year,
commencing on November 14, 2017; provided however, that if any such interest
payment date would fall on a day that is not a LIBOR 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 LIBOR business day, unless the
next succeeding LIBOR business day is in the next succeeding calendar month, in
which case such interest payment date shall be the immediately preceding LIBOR
business day; and provided further, that if the date of maturity is not a LIBOR 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.

Special Mandatory Redemption
If the Time Warner acquisition is not consummated on or prior to April 22, 2018 or, if
prior to such date, the Merger Agreement for such acquisition is terminated, then in
either case we will be required to redeem the Floating Rate Notes at a special
mandatory redemption price equal to 101% of the principal amount of the Floating Rate
Notes, plus accrued but unpaid interest to, but excluding, the redemption date. See
"Description of the Notes -- Special Mandatory Redemption."

Optional Redemption
Except in connection with certain tax events, the Floating Rate Notes are not
redeemable at our option. See "Description of the Notes -- Redemption Upon a Tax
Event."

Markets
The Floating Rate Notes are offered for sale in those jurisdictions in the United States,
Canada, Europe, Asia and elsewhere where it is legal to make such offers. See
"Underwriting."

No Listing
The Floating Rate Notes are not being listed on any organized exchange or market.

Form and Settlement
The Floating Rate Notes will be issued in the form of one or more fully registered
global notes which will be deposited with, or on

S-4
Table of Contents
behalf of, The Depository Trust Company -- known as DTC -- as the depositary, and
registered in the name of Cede & Co., DTC's nominee. Beneficial interests in the global
notes will be represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants in DTC. Investors may
elect to hold interests in the global notes through either DTC (in the United States),
Clearstream Banking, Société Anonyme or Euroclear Bank S.A./N.V., as operator of the

Euroclear System (outside of the United States), if they are participants in these systems,
or indirectly through organizations which are participants in these systems. Cross-
market transfers between persons holding directly or indirectly through DTC
participants, on the one hand, and directly or indirectly through Clearstream or Euroclear
participants, on the other hand, will be effected in accordance with DTC rules on behalf
of the relevant international clearing system by its U.S. depositary.

Governing Law
The Floating Rate Notes will be governed by the laws of the State of New York.

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Final Prospectus Supplement
S-5
Table of Contents
USE OF PROCEEDS
The net proceeds to AT&T from the Notes offering will be approximately $22,338,620,000 after deducting the underwriting discount and our
estimated offering expenses, net of reimbursement from the underwriters. These proceeds will be used for general corporate purposes, including
funding the cash consideration for the Time Warner acquisition.
The completion of this offering is not contingent on the Time Warner acquisition. However, if for any reason the Time Warner acquisition is
not consummated on or prior to April 22, 2018 or, if prior to such date, the Merger Agreement for such acquisition is terminated, then in either
case we will be required to redeem all of the Notes at a special mandatory redemption price equal to 101% of the principal amount of the Notes,
plus accrued but unpaid interest to, but excluding, the redemption date, as described under "Description of the Notes -- Special Mandatory
Redemption."

S-6
Table of Contents
CAPITALIZATION
The following table sets forth the capitalization of AT&T as of June 30, 2017 and as adjusted solely to reflect the issuance of
$22,500,000,000 of the Notes and the application of the net proceeds as described under "Use of Proceeds" above assuming that all of the net
proceeds from the sale of the Notes would be used for general corporate purposes, including funding the cash consideration for the Time Warner
acquisition. The table reflects certain unaudited consolidated financial information as of June 30, 2017 that was included in our Current Report on
Form 8-K filed on July 25, 2017. AT&T's total capital consists of debt (long-term debt and debt maturing within one year) and stockholders'
equity.

As of June 30, 2017

Actual
As Adjusted

(Unaudited)

(In millions)

Long-term debt

$132,824
$ 155,324
Debt maturing within one year (1)

10,831

10,831
Stockholders' equity:

Common shares ($1 par value, 14,000,000,000 authorized)

6,495

6,495
Capital in excess of par value

89,471

89,471
Retained earnings

36,067

36,067
Treasury shares

(12,697)

(12,697)
Other adjustments

6,522

6,522
Stockholders' equity

$125,858
$ 125,858

Total Capitalization (2)

$269,513
$ 292,013

(1)
Debt maturing within one year consists of the current portion of long-term debt and commercial paper and other short-term borrowings.
(2)
In addition to our other credit agreements, we have engaged certain banks to provide lines of credit for the purpose of providing financing in
connection with our contemplated acquisition of Time Warner, which includes a $10 billion term loan credit agreement with JPMorgan
Chase Bank, N.A., as agent, and a $30 billion bridge loan facility, with certain investment and commercial banks and JPMorgan Chase Bank,
N.A., as agent. As of the date of this prospectus supplement, we had no borrowings under the term loan credit agreement or bridge loan
facility; however, we have reduced the bridge loan facility commitment by $9 billion as a result of net proceeds received from our debt
offerings in June 2017. We intend to terminate the bridge loan facility as a result of this offering.

S-7
Table of Contents
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Final Prospectus Supplement
DESCRIPTION OF THE NOTES
The following description of the general terms of the Notes should be read in conjunction with the statements under "Description of Debt
Securities We May Offer" in the accompanying prospectus. If this summary differs in any way from the "Summary Description of the Securities
We May Issue" in the accompanying prospectus, you should rely on this summary.
General
The Notes will be issued under our indenture, dated as of May 15, 2013, with The Bank of New York Mellon Trust Company, N.A., acting
as trustee, as described under "Description of Debt Securities We May Offer" in the accompanying prospectus. The Notes will be our unsecured
and unsubordinated obligations and will rank pari passu with all other indebtedness issued under our indenture. The Notes will constitute seven
separate series under the indenture. We will issue the Notes in fully registered form only and in minimum denominations of $2,000 and integral
multiples of $1,000 thereafter.
We may issue definitive Notes in the limited circumstances set forth in "-- Form and Title" below. If we issue definitive Notes, principal of
and interest on our Notes will be payable in the manner described below, the transfer of our Notes will be registrable, and our Notes will be
exchangeable for Notes bearing identical terms and provisions, at the office of The Bank of New York Mellon Trust Company, N.A., the paying
agent and registrar for our Notes, currently located at 601 Travis Street, 16th Floor, Houston, Texas 77002. However, payment of interest, other
than interest at maturity, or upon redemption, may be made by check mailed to the address of the person entitled to the interest as it appears on the
security register at the close of business on the regular record date corresponding to the relevant interest payment date. Notwithstanding this, (1) the
depositary, as holder of our Notes, or (2) a holder of more than $5 million in aggregate principal amount of Notes in definitive form can 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 U.S. dollars on a Note 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.
Special Mandatory Redemption
We expect to use the net proceeds from this offering for general corporate purposes, including funding the cash consideration of the Time
Warner acquisition, as described under the heading "Use of Proceeds." If the Time Warner acquisition is not consummated on or prior to April 22,
2018, or, if prior to such date, the Merger Agreement for such acquisition is terminated (each, a "Special Mandatory Redemption Event"), the
provisions set forth below will be applicable.
Upon the occurrence of a Special Mandatory Redemption Event, each series of the Notes will be redeemed in whole at a special mandatory
redemption price (the "Special Mandatory Redemption Price") equal to 101% of the aggregate principal amount of the applicable series of Notes,
plus accrued but unpaid interest on the principal amount of such series of the Notes to, but not including, the Special Mandatory Redemption Date
(as defined below).
Upon the occurrence of a Special Mandatory Redemption Event, we will promptly (but in no event later than 5 business days following such
Special Mandatory Redemption Event) notify the trustee in writing of such event, and will, no later than 5 business days following such notice to
the trustee, mail a notice of redemption to the registered address of each holder of the applicable series of Notes (such date of notification to the
holders, the "Redemption Notice Date"), that the Notes will be redeemed on the 30th day following the Redemption Notice Date (such date, the
"Special Mandatory Redemption Date"), in each case in accordance with the applicable provisions of the indenture. We will notify each holder in
accordance with the applicable provisions of the

S-8
Table of Contents
indenture that all of the outstanding Notes of the applicable series shall be redeemed at the Special Mandatory Redemption Price on the Special
Mandatory Redemption Date automatically and without any further action by the holders of any series of the Notes to be redeemed. At or prior to
12:00 p.m. (New York City time) on the business day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit
with the trustee funds sufficient to pay the Special Mandatory Redemption Price for each series of Notes to be redeemed. If such deposit is made as
provided above, all of the Notes to be redeemed will cease to bear interest on and after the Special Mandatory Redemption Date.
For purposes of the Notes, a business day means a business day in The City of New York.
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Final Prospectus Supplement
The Fixed Rate Notes
The 2023 Notes offered by this prospectus supplement will initially be limited to $1,750,000,000 aggregate principal amount and will bear
interest at the rate of 2.850% per annum, the 2024 Notes offered by this prospectus supplement will initially be limited to $3,000,000,000
aggregate principal amount and will bear interest at the rate of 3.400% per annum, the 2027 Notes offered by this prospectus supplement will
initially be limited to $5,000,000,000 aggregate principal amount and will bear interest at the rate of 3.900% per annum, the 2037 Notes offered by
this prospectus supplement will initially be limited to $4,500,000,000 aggregate principal amount and will bear interest at the rate of 4.900% per
annum, the 2050 Notes offered by this prospectus supplement will initially be limited to $5,000,000,000 aggregate principal amount and will bear
interest at the rate of 5.150% per annum and the 2058 Notes offered by this prospectus supplement will initially be limited to $2,500,000,000
aggregate principal amount and will bear interest at the rate of 5.300% per annum. We will pay interest on our Fixed Rate Notes in arrears on each
February 14 and August 14, commencing on February 14, 2018 to the persons in whose names the Fixed Rate Notes are registered at the close of
business on the fifteenth day preceding the respective interest payment date. The 2023 Notes will mature on February 14, 2023, the 2024 Notes
will mature on August 14, 2024, the 2027 Notes will mature on August 14, 2027, the 2037 Notes will mature on August 14, 2037, the 2050 Notes
will mature on February 14, 2050 and the 2058 Notes will mature on August 14, 2058.
Optional Redemption
Each series of Fixed Rate Notes may be redeemed at any time prior to the applicable Par Call Date (as set forth in the table below), as a
whole or in part, at our option, at any time and from time to time on at least 30 days', but not more than 60 days', prior notice mailed (or otherwise
transmitted in accordance with DTC procedures) to the registered address of each holder of the Fixed Rate Notes of such series to be redeemed.
The redemption price will be calculated by us and will be equal to the greater of (1) 100% of the principal amount of the Fixed Rate Notes of such
series to be redeemed or (2) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the redemption
date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate (as
defined below) plus a number of basis points equal to the applicable Make-Whole Spread (as set forth in the table below). In the case of each of
clauses (1) and (2), accrued interest will be payable to the redemption date. Each series of Fixed Rate Notes may be redeemed at any time on or
after the applicable Par Call Date, as a whole or in part, at our option, at any time and from time to time on at least 30 days', but not more than 60
days', prior notice mailed (or otherwise transmitted in accordance with DTC procedures) to the registered address of each holder of the Fixed Rate
Notes of such series, at a redemption price equal to 100% of the principal amount of such series of Fixed Rate Notes to be redeemed. Accrued
interest will be payable to the redemption date.

Series

Par Call Date

Make-Whole Spread
2023 Notes

January 14, 2023

15 bps
2024 Notes

June 14, 2024

20 bps
2027 Notes

May 14, 2027

25 bps
2037 Notes

February 14, 2037

30 bps
2050 Notes

August 14, 2049

35 bps
2058 Notes

February 14, 2058

37.5 bps

S-9
Table of Contents
"Treasury Rate" means, with respect to any redemption date for the Fixed Rate Notes, the rate per annum equal to the semiannual equivalent
yield to maturity or interpolation (on a day count basis) of the interpolated Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, as determined
by AT&T or an Independent Investment Banker appointed by AT&T.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as
having an actual or interpolated maturity comparable to the remaining term of the Fixed Rate Notes of that series to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a
comparable maturity to the remaining term of such Fixed Rate Notes.
"Independent Investment Banker" means one of the Reference Treasury Dealers, appointed by AT&T.
"Comparable Treasury Price" means, with respect to any redemption date for a series of the Fixed Rate Notes, (1) the average of the
Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (2) if AT&T obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date for a series of the
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Final Prospectus Supplement
Fixed Rate Notes, the average, as determined by AT&T, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to AT&T by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third
business day preceding such redemption date.
"Reference Treasury Dealer" means each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Mizuho Securities USA LLC, and their respective affiliates and, at the option of AT&T, one other nationally recognized
investment banking firm that is a primary U.S. Government Securities dealer in the United States (a "Primary Treasury Dealer"); provided,
however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, AT&T will substitute therefor another Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each Fixed Rate Note of a series to be redeemed, the remaining scheduled
payments of principal of and interest on such Fixed Rate Notes that would be due after the related redemption date but for the redemption. If that
redemption date is not an interest payment date with respect to the applicable series of Fixed Rate Notes, the amount of the next succeeding
scheduled interest payment on the Fixed Rate Notes will be reduced by the amount of interest accrued on the Fixed Rate Notes to the redemption
date.
On and after the redemption date, interest will cease to accrue on the Fixed Rate Notes or any portion of the Fixed Rate Notes called for
redemption, unless we default in the payment of the redemption price and accrued interest. On or before the redemption date, we will deposit with
our paying agent or the trustee money sufficient to pay the redemption price of and accrued interest on the Fixed Rate Notes to be redeemed on that
date.
In the case of any partial redemption, selection of the Fixed Rate Notes of a series to be redeemed will be made in accordance with
applicable procedures of DTC.
The Floating Rate Notes
The Floating Rate Notes offered by this prospectus supplement will initially be limited to $750,000,000 aggregate principal amount and will
mature on February 14, 2023 (the "Floating Rate Maturity Date"). If the Floating Rate Maturity Date falls on a day that is not a LIBOR business
day, the payment of interest and principal will be made on the next succeeding LIBOR business day, and no interest will accrue for the period from
and after the Floating Rate Maturity Date.

S-10
Table of Contents
The Floating Rate Notes offered by this prospectus supplement will bear interest from August 7, 2017 at a floating rate determined in the
manner provided below, payable on February 14, May 14, August 14 and November 14 of each year (each such day, a "Floating Rate Interest
Payment Date"), commencing on November 14, 2017, to the persons in whose names the Floating Rate Notes were registered at the close of
business on the 15th day preceding the respective Floating Rate Interest Payment Date, subject to certain exceptions.
The per annum interest rate on the Floating Rate Notes (the "Floating Interest Rate") in effect for each day of a Floating Rate Interest Period
(as defined below) will be equal to the Applicable LIBOR Rate plus 89 basis points (0.890%). The Floating Interest Rate for each Floating Rate
Interest Period will be reset on February 14, May 14, August 14 and November 14 of each year, and will be set for the initial Floating Rate Interest
Period on August 7, 2017 (each such date, a "Floating Interest Reset Date") until the principal on the Floating Rate Notes is paid or made available
for payment (the "Floating Rate Principal Payment Date"). If any Floating Interest Reset Date (other than the initial Floating Interest Reset Date
occurring on August 7, 2017) and Floating Rate Interest Payment Date would otherwise be a day that is not a LIBOR business day, such Floating
Interest Reset Date and Floating Rate Interest Payment Date shall be the next succeeding LIBOR business day, unless the next succeeding LIBOR
business day is in the next succeeding calendar month, in which case such Floating Interest Reset Date and Floating Rate Interest Payment Date
shall be the immediately preceding LIBOR business day.
"LIBOR 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.
"Floating Rate Interest Period" shall mean the period from and including a Floating Interest Reset Date to but excluding the next succeeding
Floating Interest Reset Date and, in the case of the last such period, from and including the Floating Interest Reset Date immediately preceding the
Floating Rate Maturity Date or Floating Rate Principal Payment Date, as the case may be, to but not including such Floating Rate Maturity Date or
Floating Rate Principal Payment Date, as the case may be. If the Floating Rate Principal Payment Date or Floating Rate Maturity Date is not a
LIBOR business day, then the principal amount of the Floating Rate Notes plus accrued and unpaid interest thereon shall be paid on the next
succeeding LIBOR business day and no interest shall accrue for the Floating Rate Maturity Date, Floating Rate Principal Payment Date or any day
thereafter.
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