Bond ATT 4.5% ( US00206RCP55 ) in USD

ATT

100 % ▲

United States

US00206RCP55 ( in USD )

4.5% per year ( payment 2 times a year)

14/05/2035

Prospectus brochure of the bond AT&T US00206RCP55 en USD 4.5%, maturity 14/05/2035

2 000 USD

2 500 000 000 USD

00206RCP5

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/05/2026 ( In 152 days )

AT&T is a multinational telecommunications conglomerate offering telecommunications, media, and technology services worldwide.

AT&T issued a USD 2,500,000,000 bond (CUSIP: 00206RCP5, ISIN: US00206RCP55) maturing on May 14, 2035, offering a 4.5% coupon with semi-annual payments, currently trading at 100% of par, with a minimum purchase of 2,000 bonds and rated BBB by S&P and Baa2 by Moody's.

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424B2 1 d914781d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
SEC File No. 333-187350
CALCULATION OF REGISTRATION FEE

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

Registered

Price Per Unit

Offering Price

(1)(2)
2.450% Global Notes due 2020

$3,000,000,000

99.949%

$2,998,470,000

$348,422.21
3.000% Global Notes due 2022

$2,750,000,000

99.970%

$2,749,175,000

$319,454.14
3.400% Global Notes due 2025

$5,000,000,000

99.704%

$4,985,200,000

$579,280.24
4.500% Global Notes due 2035

$2,500,000,000

99.711%

$2,492,775,000

$289,660.46
4.750% Global Notes due 2046

$3,500,000,000

99.644%

$3,487,540,000

$405,252.15
Floating Rate Global Notes due 2020

$750,000,000

100.000%

$750,000,000

$87,150.00

(1)
Pursuant to Rule 457(r), the total registration fee for this offering is $2,029,219.19.
(2)
A filing fee of $2,029,219.19 is being paid in connection with this offering.
Table of Contents
Prospectus Supplement
April 23, 2015
(To Prospectus dated March 18, 2013)
U.S.$17,500,000,000
AT&T Inc.
U.S.$3,000,000,000 2.450% Global Notes due 2020
U.S.$2,750,000,000 3.000% Global Notes due 2022
U.S.$5,000,000,000 3.400% Global Notes due 2025
U.S.$2,500,000,000 4.500% Global Notes due 2035
U.S.$3,500,000,000 4.750% Global Notes due 2046
U.S.$750,000,000 Floating Rate Global Notes due 2020

We will pay interest on the 2.450% global notes due 2020 (the "2020 Notes") and the 3.000% global notes due 2022 (the "2022 Notes") on June 30 and December 30 of each year.
We will pay interest on the 3.400% global notes due 2025 (the "2025 Notes"), the 4.500% global notes due 2035 (the "2035 Notes") and the 4.750% global notes due 2046 (the "2046
Notes" and, together with the 2020 Notes, 2022 Notes, 2025 Notes and 2035 Notes, the "Fixed Rate Notes") on May 15 and November 15 of each year. The first such payments will be
made on December 30, 2015 for the 2020 Notes and 2022 Notes, and on November 15, 2015 for the 2025 Notes, 2035 Notes and 2046 Notes. We will pay interest on the floating rate
global notes due 2020 (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 93 basis points, on March 30, June 30, September 30 and December 30 of each year. The first such payment will be made on June 30, 2015.
The 2020 Notes will mature on June 30, 2020, the 2022 Notes will mature on June 30, 2022, the 2025 Notes will mature on May 15, 2025, the 2035 Notes will mature on May 15, 2035,
the 2046 Notes will mature on May 15, 2046 and the Floating Rate Notes will mature on June 30, 2020.
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-8 of this prospectus supplement. The Notes will be issued in minimum denominations of $2,000 and
integral multiples of $1,000.
On May 18, 2014, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with DIRECTV ("DirecTV") and one of our wholly-owned subsidiaries ("Merger
Sub"), pursuant to which DirecTV will be merged with and into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving company in the Merger. We intend to use the
net proceeds for general corporate purposes, including funding the cash consideration for previously announced acquisitions. This offering is not contingent on the consummation of the
acquisition of DirecTV. However, if such acquisition is not consummated on or prior to November 30, 2015 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 except for the 2025 Notes, 2035 Notes and Floating Rate Notes, at a special mandatory redemption price
equal to 101% of the principal amount of such 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 32 of our 2014 Annual Report to Stockholders, portions of which are filed as Exhibit 13 to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2014, 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
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of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per
Per
Per
Per
Per
Per
2020
2022
2025
2035
2046
Floating

Note

Total
Note

Total
Note

Total
Note

Total
Note

Total
Rate Note

Total

Initial public
offering
price
99.949% $2,998,470,000 99.970% $2,749,175,000 99.704% $4,985,200,000 99.711% $2,492,775,000 99.644% $3,487,540,000 100.000% $750,000,000

Underwriting
discounts
0.300% $
9,000,000 0.350% $
9,625,000 0.400% $
20,000,000 0.600% $
15,000,000 0.750% $
26,250,000
0.300% $
2,250,000

Proceeds, before
expenses, to
AT&T (1)
99.649% $2,989,470,000 99.620% $2,739,550,000 99.304% $4,965,200,000 99.111% $2,477,775,000 98.894% $3,461,290,000
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 May 4, 2015.
The underwriters expect to deliver the Notes 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 May 4, 2015.
Joint Book-Running Managers

BofA Merrill Lynch

J.P. Morgan

Morgan Stanley
Citigroup

Mizuho Securities
Barclays

BNP PARIBAS

Credit Suisse
Deutsche Bank Securities

Goldman, Sachs & Co.

RBC Capital Markets
UBS Investment Bank

Wells Fargo Securities
Senior Co-Managers

Santander

TD Securities

US Bancorp
Co-Managers

C.L. King & Associates

Comerica Securities

Loop Capital Markets

Siebert Brandford Shank & Co., L.L.C.

CastleOak Securities, L.P.

Ramirez & Co., Inc.

The Williams Capital Group, L.P.
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.
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
TABLE OF CONTENTS
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
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United States Tax Considerations
S-19
Underwriting
S-24
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

18
Plan of Distribution

20
Validity of Securities

21
Experts

21
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.$3,000,000,000 aggregate principal amount of 2.450% global notes due 2020 (the
"2020 Notes").

U.S.$2,750,000,000 aggregate principal amount of 3.000% global notes due 2022 (the

"2022 Notes").

U.S.$5,000,000,000 aggregate principal amount of 3.400% global notes due 2025 (the

"2025 Notes").

U.S.$2,500,000,000 aggregate principal amount of 4.500% global notes due 2035 (the

"2035 Notes").

U.S.$3,500,000,000 aggregate principal amount of 4.750% global notes due 2046 (the

"2046 Notes" and, together with the 2020 Notes, 2022 Notes, 2025 Notes and 2035
Notes, the "Fixed Rate Notes").

Maturity Date
June 30, 2020, at par, for the 2020 Notes.

June 30, 2022, at par, for the 2022 Notes.

May 15, 2025 at par, for the 2025 Notes.

May 15, 2035 at par, for the 2035 Notes.

May 15, 2046, at par, for the 2046 Notes.

Interest Rate
The 2020 Notes will bear interest from May 4, 2015 at the rate of 2.450% per annum,
the 2022 Notes will bear interest from May 4, 2015 at the rate of 3.000% per annum, the
2025 Notes will bear interest from May 4, 2015 at the rate of 3.400% per annum, the
2035 Notes will bear interest from May 4, 2015 at the rate of 4.500% per annum and the
2046 Notes will bear interest from May 4, 2015 at the rate of 4.750% per annum.
Interest on each series of Fixed Rate Notes will be payable semi-annually in arrears in
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two equal payments.

Interest Payment Dates
June 30 and December 30 of each year, commencing on December 30, 2015 for the 2020
Notes and 2022 Notes.

May 15 and November 15 of each year, commencing on November 15, 2015 for the

2025 Notes, 2035 Notes and 2046 Notes.

Special Mandatory Redemption
If we do not consummate the DirecTV acquisition on or prior to November 30, 2015 or,
if prior to such date, the Merger Agreement is terminated, then in either case we must
redeem all of the Notes except for the 2025 Notes, 2035 Notes and Floating Rate Notes,
at a redemption price equal to 101% of the principal amount of the Notes,

S-1
Table of Contents
plus accrued but unpaid interest to, but excluding, the redemption date. See "Description

of the Notes -- Special Mandatory Redemption."

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), in whole or from time to time in part, at a
make-whole call equal to the greater of (i) 100% of the principal amount of the 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, in
whole or in part, at a redemption price equal to 100% of the principal amount of such
series of Notes to be redeemed. Accrued interest will be payable to the redemption date.

Series

Par Call Date

Make-Whole Spread
2020 Notes
May 30, 2020

17.5 bps
2022 Notes
April 30, 2022

20 bps
2025 Notes
February 15, 2025

25 bps
2035 Notes
November 15, 2034

30 bps
2046 Notes
November 15, 2045

35 bps

See "Description of the Notes -- The Fixed Rate Notes -- Optional Redemption of the

Fixed Rate Notes."

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,
Europe and Asia 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.

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
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Euroclear Bank S.A./N.V., as operator of the Euroclear System

S-2
Table of Contents
(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 2020 (the
"Floating Rate Notes").

Maturity Date
June 30, 2020, at par.

Interest Rate
The Floating Rate Notes will bear interest from May 4, 2015 at a floating rate equal to
the Applicable LIBOR Rate (as defined herein, based on the three-month LIBOR), reset
quarterly, plus 93 basis points, payable quarterly in arrears.

Interest Payment Dates
March 30, June 30, September 30 and December 30 of each year, commencing on June
30, 2015; 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.

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,
Europe and Asia 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 behalf of, DTC as the depositary, and
registered in the name of Cede & Co., DTC's nominee. Beneficial interests in the global
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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

S-4
Table of Contents
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.

S-5
Table of Contents
USE OF PROCEEDS
The net proceeds to AT&T from the Notes offering will be approximately $17,381,035,000 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 previously announced acquisitions. Upon issuance of the Notes, AT&T does not currently anticipate the issuance
of additional U.S.-dollar denominated senior notes for the balance of 2015.
The completion of this offering is not contingent on the DirecTV acquisition. However, if for any reason the DirecTV acquisition is not
consummated on or prior to November 30, 2015 or, if prior to such date, the Merger Agreement for the DirecTV acquisition is terminated, then in
either case we will be required to redeem all of the Notes except for the 2025 Notes, 2035 Notes and Floating Rate Notes, 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 March 31, 2015 and as adjusted solely to reflect the issuance of
$17,500,000,000 of the Notes, net of the underwriting discounts and our estimated offering expenses (net of reimbursements from the
underwriters). The table reflects certain unaudited consolidated financial information as of March 31, 2015 that was included in our Current Report
on Form 8-K filed on April 22, 2015. AT&T's total capital consists of debt (long-term debt and debt maturing within one year) and shareowners'
equity.

As of March 31, 2015

Actual

As Adjusted

(Unaudited)

(In millions)

Long-term debt

$ 88,272
$ 105,772
Debt maturing within one year (1)

8,181

8,181
Shareowners' equity:

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

6,495

6,495
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Capital in excess of par value

90,977

90,977
Retained earnings

28,490

28,490
Treasury shares

(46,804)
(46,804)
Other adjustments

7,946

7,946
Shareowners' equity

$ 87,104
$ 87,104

Total Capitalization

$183,557
$ 201,057

(1)
Debt maturing within one year consists of the current portion of long-term debt and commercial paper and other short-term borrowings.

S-7
Table of Contents
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 six
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 to pay for acquisitions, including the DirecTV acquisition, as described under the
heading "Use of Proceeds." If the DirecTV acquisition is not completed on or prior to November 30, 2015, or if, prior to such date, the Merger
Agreement 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 except for the 2025 Notes, 2035 Notes and Floating
Rate 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
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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. 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. If such deposit is made as provided above, all of the
Notes to be redeemed will, except for the 2025 Notes, 2035 Notes and Floating Rate Notes, cease to bear interest on and after the Special
Mandatory Redemption Date.
The Fixed Rate Notes
For purposes of the Fixed Rate Notes, a business day means a business day in The City of New York and London.
The 2020 Notes offered by this prospectus supplement will bear interest at the rate of 2.450% per annum, the 2022 Notes offered by this
prospectus supplement will bear interest at the rate of 3.000% per annum, the 2025 Notes offered by this prospectus supplement will bear interest at
the rate of 3.400% per annum, the 2035 Notes offered by this prospectus supplement will bear interest at the rate of 4.500% per annum and the
2046 Notes offered by this prospectus supplement will bear interest at the rate of 4.750% per annum. We will pay interest on our 2020 Notes and
2022 Notes in arrears on each June 30 and December 30, commencing on December 30, 2015, to the persons in whose names our 2020 Notes and
2022 Notes are registered at the close of business on the June 15 and December 15 preceding the respective interest payment date. We will pay
interest on our 2025 Notes, 2035 Notes and 2046 Notes in arrears on each May 15 and November 15, commencing on November 15, 2015, to the
persons in whose names our 2025 Notes, 2035 Notes and 2046 Notes are registered at the close of business on the April 30 and October 31
preceding the respective interest payment date. The 2020 Notes will mature on June 30, 2020, the 2022 Notes will mature on June 30, 2022, the
2025 Notes will mature on May 15, 2025, the 2035 Notes will mature on May 15, 2035 and the 2046 Notes will mature on May 15, 2046.
Optional Redemption of the Fixed Rate Notes
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) 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 (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, in whole or in part, 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
2020 Notes

May 30, 2020

17.5 bps
2022 Notes

April 30, 2022

20 bps
2025 Notes

February 15, 2025
25 bps
2035 Notes

November 15, 2034
30 bps
2046 Notes

November 15, 2045
35 bps

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"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.
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"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
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 J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan
Stanley & Co. 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
a 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 will initially be limited to $750,000,000 aggregate principal amount and will mature on June 30, 2020 (the "Floating
Rate Maturity Date"). If the Floating Rate Maturity Date of the Floating Rate Notes 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.

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The Floating Rate Notes offered by this prospectus supplement will bear interest from May 4, 2015 at a floating rate determined in the
manner provided below, payable on March 30, June 30, September 30 and December 30 of each year (each such day, a "Floating Rate Interest
Payment Date"), commencing on June 30, 2015, 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 93 basis points (0.930%). The Floating Interest Rate for each Floating Rate
Interest Period will be set on March 30, June 30, September 30 and December 30 of each year, and will be set for the initial Floating Rate Interest
Period on May 4, 2015 (each such date, a "Floating Rate 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 Rate Interest Reset Date (other than the initial Floating Rate
Interest Reset Date occurring on May 4, 2015) and Floating Rate Interest Payment Date would otherwise be a day that is not a LIBOR business day,
such Floating Rate 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 Rate 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 Rate Interest Reset Date to but excluding the next
succeeding Floating Rate Interest Reset Date and, in the case of the last such period, from and including the Floating Rate 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
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424B2
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.
The "Applicable LIBOR Rate" shall mean the rate determined in accordance with the following provisions:
(1) On the second day on which dealings in deposits in U.S. dollars are transacted in the London interbank market preceding each
Floating Rate Interest Reset Date (each such date, an "Interest Determination Date"), The Bank of New York Mellon Trust Company, N.A.
(the "Calculation Agent"), as agent for AT&T, will determine the Applicable LIBOR Rate which shall be the rate for deposits in U.S. dollars
having a maturity of three months commencing on the first day of the applicable interest period that appears on the Reuters Screen LIBOR01
Page as of 11:00 a.m., London time, on such Interest Determination Date. "Reuters Screen LIBOR01 Page" means the display designated on
page "LIBOR01" on Reuters (or such other page as may replace the LIBOR01 page on that service or any successor service for the purpose of
displaying London interbank offered rates for U.S. dollar deposits of major banks). If the Applicable LIBOR Rate on such Interest
Determination Date does not appear on the Reuters Screen LIBOR01 Page, the Applicable LIBOR Rate will be determined as described in
(2) below.
(2) With respect to an Interest Determination Date for which the Applicable LIBOR Rate does not appear on the Reuters Screen
LIBOR01 Page as specified in (1) above, the Applicable LIBOR Rate will be determined on the basis of the rates at which deposits in U.S.
dollars are offered by four major banks in the London interbank market selected by AT&T (the "Reference Banks") at approximately 11:00
a.m., London time, on such Interest Determination Date to prime banks in the London interbank market having a maturity of three months,
and in a principal amount equal to an amount of not less than U.S.$1,000,000 that is

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representative for a single transaction in such market at such time. The Calculation Agent, upon direction from AT&T, will request the
principal London office of each of such Reference Banks to provide a quotation in writing of its rate. If at least two such quotations are
provided in writing, the Applicable LIBOR Rate on such Interest Determination Date will be the arithmetic mean (rounded upwards) of such
quotations. If fewer than two quotations are provided in writing, the Applicable LIBOR Rate on such Interest Determination Date will be the
arithmetic mean (rounded upwards) of the rates quoted in writing by three major banks in New York City selected by AT&T at
approximately 11:00 a.m., New York City time, on such Interest Determination Date for loans in U.S. dollars to leading European banks,
having a maturity of three months, and in a principal amount equal to an amount of not less than U.S.$1,000,000 that is representative for a
single transaction in such market at such time; provided, however, that if the banks in New York City selected as aforesaid by AT&T are not
quoting as mentioned in this sentence, the relevant Floating Interest Rate for the Floating Rate Interest Period commencing on the Floating
Rate Interest Reset Date following such Interest Determination Date will be the Floating Interest Rate in effect on such Interest Determination
Date (i.e., the same as the rate determined for the immediately preceding Floating Rate Interest Reset Date).
The amount of interest for each day that the Floating Rate Notes are outstanding (the "Daily Interest Amount") will be calculated by dividing
the Floating Interest Rate in effect for such day by 360 and multiplying the result by the principal amount of the Floating Rate Notes (known as the
"Actual/360" day count). The amount of interest to be paid on the Floating Rate Notes for any Floating Rate Interest Period will be calculated by
adding the Daily Interest Amounts for each day in such Floating Rate Interest Period.
The Floating Interest Rate on the Floating Rate Notes will in no event be higher than the maximum rate permitted by New York law as the
same may be modified by United States law of general application.
The Floating Interest Rate and amount of interest to be paid on the Floating Rate Notes for each Floating Rate Interest Period will be
determined by the Calculation Agent. The Calculation Agent will, upon the request of any holder of the Floating Rate Notes, provide the interest
rate then in effect with respect to the Floating Rate Notes. All calculations made by the Calculation Agent shall in the absence of manifest error be
conclusive for all purposes and binding on AT&T and the holders of the Floating Rate Notes. So long as the Applicable LIBOR Rate is required to
be determined with respect to the Floating Rate Notes, there will at all times be a Calculation Agent. In the event that any then acting Calculation
Agent shall be unable or unwilling to act, or that such Calculation Agent shall fail duly to establish the Applicable LIBOR Rate for any Floating
Rate Interest Period, or that AT&T proposes to remove such Calculation Agent, AT&T shall appoint itself or another person which is a bank, trust
company, investment banking firm or other financial institution to act as the Calculation Agent.
Form and Title
The Notes of each series 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
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