Bond ATT 4.55% ( US00206RDK59 ) in USD

ATT

100 % ▲

United States

US00206RDK59 ( in USD )

4.55% per year ( payment 2 times a year)

08/03/2049

Prospectus brochure of the bond AT&T US00206RDK59 en USD 4.55%, maturity 08/03/2049

2 000 USD

2 494 478 000 USD

00206RDK5

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

09/03/2026 ( In 125 days )

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

AT&T issued a USD 2,494,478,000 bond (CUSIP: 00206RDK5, ISIN: US00206RDK59) maturing on August 3, 2049, with a 4.55% coupon rate, paying semi-annually, currently trading at 100%, rated BBB by S&P and Baa2 by Moody's, with a minimum purchase amount of 2,000.

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-214535

PROSPECTUS

AT&T Inc.
Offers to Exchange
Up to $4,499,999,000 aggregate principal amount of new 4.500% Global Notes due 2048 registered under the Securities Act of 1933, for
any and all outstanding unregistered 4.500% Global Notes due 2048, and
Up to $2,500,000,000 aggregate principal amount of new 4.550% Global Notes due 2049 registered under the Securities Act of 1933, for
any and all outstanding unregistered 4.550% Global Notes due 2049

AT&T Inc. ("AT&T") is offering to exchange (i) new registered 4.500% Global Notes due 2048 (the "2048 Exchange Notes") for its
outstanding unregistered 4.500% Global Notes due 2048 (the "2048 Original Notes") and (ii) new registered 4.550% Global Notes due 2049 (the
"2049 Exchange Notes" and, together with the 2048 Exchange Notes, the "Exchange Notes") for its outstanding unregistered 4.550% Global
Notes due 2049 (the "2049 Original Notes" and, together with the 2048 Original Notes, the "Original Notes"). The Original Notes and the
Exchange Notes are sometimes referred to in this prospectus together as the "Notes". The terms of each series of the Exchange Notes are
substantially identical to the terms of the applicable series of Original Notes, except that the Exchange Notes are registered under the Securities Act
of 1933, as amended (the "Securities Act"), and the transfer restrictions and registration rights and related special interest provisions applicable to
the Original Notes do not apply to the Exchange Notes. The Original Notes may only be tendered in an amount equal to $2,000 in principal
amount and in integral multiples of $1,000 thereafter. Interest on the Exchange Notes will accrue from the date of original issuance of the Original
Notes (September 7, 2016) or from the most recent date on which interest on the Original Notes has been paid, whichever is later, and will be
payable semi-annually in arrears on March 9 and September 9, commencing on March 9, 2017. We will deem the right to receive any interest
accrued but unpaid on the Original Notes waived by you if we accept your Original Notes for exchange. Accordingly, holders whose tenders are
accepted for exchange will not receive any payment in respect of accrued interest on such Original Notes, unless the record date for any such
interest payment occurs before the completion of the Exchange Offers. We refer to these offers as the "Exchange Offers". For a more detailed
description of the Exchange Notes, see "Description of Exchange Notes".
We are not asking you for a proxy and you are requested not to send us a proxy. You do not have dissenters' rights of appraisal in connection
with the Exchange Offers. See "The Exchange Offers -- Absence of Dissenters' Rights of Appraisal".
No public market currently exists for the Original Notes and we cannot assure you that any public market for the Exchange Notes
will develop. The Exchange Notes will not be listed on any national securities exchange.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offers must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in
exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other
trading activities. We have agreed that, for a period of 90 days after the Expiration Date (as defined herein), we will make this prospectus available
to any broker-dealer for use in connection with any such resale. See "Plan of Distribution" below.
Holders may withdraw their tendered Original Notes at any time at or prior to the Expiration Date (as defined below) of the Exchange Offers.
The Exchange Offers will expire at 5:00 p.m., New York City time, on December 15, 2016, unless extended or earlier terminated by us (such date,
as the same may be extended or earlier terminated with respect to either or both series of Exchange Notes, the "Expiration Date"). The Exchange
Offers are subject to customary conditions discussed under "The Exchange Offers -- Conditions to the Exchange Offers". Neither Exchange Offer
is conditioned upon the other Exchange Offer, and we may terminate or extend either Exchange Offer without terminating or extending the other
Exchange Offer.

Investing in the Exchange Notes involves risks. See "Risk Factors" beginning on page 34 of our 2015 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, 2015 and "Risk
Factors" beginning on page 51 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, which are
incorporated by reference herein, and on page 8 of this prospectus, to read about factors you should consider before investing in the
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Exchange Notes.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated November 16, 2016.

Table of Contents
TABLE OF CONTENTS

Page
About This Prospectus

i
Forward-Looking Statements

ii
Where You Can Find More Information

ii
Incorporation of Certain Information by Reference

iii
Summary

1
Risk Factors

8
Use of Proceeds

10
Ratio of Earnings to Fixed Charges

11
The Exchange Offers

12
Description of Exchange Notes

22
Certain U.S. Federal Income Tax Considerations

34
Plan of Distribution

35
The Exchange Agent

36
Validity of Notes

37
Experts

37
ABOUT THIS PROSPECTUS
No person has been authorized to give any information or any representation concerning us or the Exchange Offers (other than as contained
in this prospectus or the related letter of transmittal) and we take no responsibility for, nor can we provide any assurance as to the reliability of, any
other information that others may give you. You should not assume that the information contained or incorporated by reference in this prospectus is
accurate as of any date other than the date on the front cover of this prospectus or the date of the incorporated document, as applicable.
In making an investment decision, prospective investors must rely on their own examination of us, and the terms of the Exchange Offers,
including the merits and risks involved. Prospective investors should not construe anything in this prospectus as legal, business or tax advice. Each
prospective investor should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to
participate in the Exchange Offers and to invest in the Exchange Notes under applicable legal investment or similar laws or regulations.
There are no guaranteed delivery provisions provided for in conjunction with the Exchange Offers under the terms of this prospectus and the
accompanying letter of transmittal. Tendering holders must tender their Original Notes in accordance with the procedures set forth under "The
Exchange Offers -- Procedures for Tendering Original Notes".
This prospectus contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents
for complete information. All such summaries are qualified in their entirety by such reference. See "Where You Can Find More Information".
When we refer to "we", "our" or "us" in this prospectus, we mean AT&T Inc. and its consolidated subsidiaries unless the context explicitly
otherwise requires.
Table of Contents
FORWARD-LOOKING STATEMENTS
We have included or incorporated by reference in this prospectus statements that may constitute "forward-looking statements". These
estimates and statements are subject to risks and uncertainties, and actual results might differ materially. Such estimates and statements include, but
are not limited to, statements about AT&T's plans, objectives, expectations and intentions, and other statements that are not historical facts. Such
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statements are based upon the current beliefs and expectations of the management of AT&T and are subject to significant risks and uncertainties
outside of our control.
Statements included in or incorporated by reference into this prospectus or any prospectus supplement, that are not historical facts, including
statements about the beliefs and expectations of the management of AT&T, are forward-looking statements. Words such as "believes",
"anticipates", "estimates", "expects", "intends", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of
these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of
identifying such statements. While AT&T believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking
statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the control of AT&T. By their
nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or
may not occur. Actual results may differ materially from the current expectations of AT&T depending upon a number of factors affecting its
businesses and risks associated with the successful completion of the Exchange Offers. These factors include, but are not limited to, risks and
uncertainties detailed in AT&T's periodic public filings with the SEC, including those discussed under the sections entitled "Risk Factors" in
AT&T's 2015 Annual Report to Stockholders, portions of which are filed as Exhibit 13 to AT&T's Annual Report on Form 10-K for the fiscal
year ended December 31, 2015 and in AT&T's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, and the factors
contained or incorporated by reference into such documents and in subsequent filings by AT&T with the SEC, and in this prospectus, including in
the section captioned "Risk Factors".
Except as otherwise required by law, AT&T is not under any obligation, and expressly disclaims any obligation, to update, alter, or otherwise
revise any forward-looking statements, that may be made from time to time, whether as a result of new information, future events, or otherwise.
Persons reading this prospectus are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date
hereof.
WHERE YOU CAN FIND MORE INFORMATION
We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy
any documents filed by us at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-
0330 for further information on the Public Reference Room. Our filings with the SEC are also available to the public through the SEC's Internet
site at http://www.sec.gov.
We have filed with the SEC a registration statement on Form S-4 relating to the securities covered by this prospectus. This prospectus is a
part of the registration statement and does not contain all of the information in the registration statement. Whenever a reference is made in this
prospectus to a contract or other document of ours, please be aware that the reference is only a summary and that you should refer to the exhibits
that are a part of the registration statement for a copy of the contract or other document. You may review a copy of the registration statement at the
SEC's Public Reference Room in Washington, D.C., as well as through the SEC's Internet site.
This prospectus incorporates by reference business and financial information about us that is not included in or delivered with this
prospectus. This information is available without charge upon written or oral request directed to: AT&T, Attention: Stockholder Services, One
AT&T Plaza, 208 South Akard Street, Dallas, Texas 75202, Telephone (210) 821-4105.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information
that we file later with the SEC and incorporate herein will automatically update and supersede this information. We incorporate by reference the
documents listed below and any future filings we will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), after the filing of the registration statement to which this prospectus relates and prior to the effectiveness
of such registration statement and all such future filings that we make with the SEC until the Expiration Date (other than, in each case, documents
or information deemed to have been furnished and not filed in accordance with the SEC rules):

1.
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on February 18, 2016 (the "Annual

Report");

2.
Our quarterly reports on Form 10-Q for the months ended March 31, 2016 filed with the SEC on May 5, 2016; for the months ended

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June 30, 2016 filed on August 4, 2016; and for the months ended September 30, 2016 filed on November 3, 2016;

3.
The portions of our Proxy Statement on Schedule 14A for our 2016 annual meeting of stockholders filed with the SEC on March 11,

2016 that are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2015; and

4.
Our current reports on Form 8-K filed on January 22, 2016, January 26, 2016, February 9, 2016, February 19, 2016, March 22, 2016,

April 26, 2016, May 2, 2016, May 12, 2016, May 12, 2016 June 2, 2016, June 24, 2016, July 21, 2016, August 5, 2016, August 19,
2016, September 2, 2016, September 8, 2016, October 24, 2016, October 24, 2016 and November 15, 2016.
Documents incorporated by reference are available from the SEC as described above or from us without charge, excluding exhibits to those
documents unless the exhibit is specifically incorporated by reference as an exhibit in this document. You may request a copy of this prospectus
and any of the documents incorporated by reference into this prospectus or other information concerning AT&T, without charge, by written or
telephonic request directed to AT&T, Attention: Stockholder Services, One AT&T Plaza, 208 South Akard Street, Dallas, Texas 75202, Telephone
(210) 821-4105; or from the SEC through the SEC website at the address provided above.
To receive timely delivery of the documents prior to the Expiration Date, you should make your request no later than five business
days before the date you must make your investment decision, or December 8, 2016.

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SUMMARY
This summary provides an overview of selected information. Because this is only a summary, it may not contain all of the information
that may be important to you in understanding the Exchange Offers. You should carefully read this entire prospectus, including the section
entitled "Risk Factors", as well as the information incorporated by reference in this prospectus. See the sections of this prospectus entitled
"Where You Can Find More Information" and "Incorporation of Certain Information by Reference".
AT&T Inc.
AT&T is a holding company whose subsidiaries and affiliates operate in the communications and digital entertainment services industry.
Our subsidiaries and affiliates provide services and equipment that deliver voice, video and broadband services both domestically and
internationally. Our principal executive offices are located at One AT&T Plaza, 208 S. Akard St., Dallas, Texas 75202. Our telephone number
is (210) 821-4105. We maintain an Internet site at the following location: http://www.att.com (this website address is for information only and
is not intended to be an active link or to incorporate any website information into this document).
We are a leading provider of telecommunications services in the United States and the world. We offer our services and products to
consumers, businesses and other providers of telecommunications services worldwide.
The services and products that we offer vary by market, and include: wireless communications, data/broadband and Internet services,
video, local exchange services, long-distance services, telecommunications equipment, managed networking, and wholesale services. We
manage our business through four operating segments: business solutions, entertainment group, consumer mobility and international. With
continuing advances in technology and in response to changing demands from our customers, we have focused on providing broadband, video
and voice services over both our wireless and wireline platforms. In 2015 we closed our acquisition of DIRECTV to expand our offerings to
satellite technology. We make our customers' lives more convenient and productive and foster competition and further innovation in the
communications and entertainment industry.

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The Exchange Offers
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Offeror
AT&T Inc.

The Exchange Offers
We are offering to exchange our 2048 Exchange Notes which have been registered
under the Securities Act for a like principal amount of our outstanding unregistered 2048
Original Notes, and our 2049 Exchange Notes which have been registered under the
Securities Act for a like principal amount of our outstanding unregistered 2049 Original
Notes. Original Notes may only be tendered in an amount equal to $2,000 in principal
amount and in integral multiples of $1,000 thereafter. See "The Exchange Offers" for
more information on the terms of the Exchange Offers.

Resale of Exchange Notes
Based upon the position of the staff of the SEC as described in previous no-action letters
and subject to the immediately following sentence, we believe that Exchange Notes
issued pursuant to the Exchange Offers in exchange for Original Notes may be offered
for resale, resold and otherwise transferred by you without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided that you
will acknowledge in writing at the time of the consummation of the Exchange Offers
that:

· you are not a broker-dealer tendering Original Notes that you acquired directly from

us for your own account;

· you are acquiring the Exchange Notes in the ordinary course of your business;

· you have not participated in, do not intend to participate in, and have no arrangement

or understanding with any person to participate in, a distribution of the Exchange
Notes; and

· you are not our "affiliate" as defined under Rule 405 of the Securities Act.

However, any purchaser of Exchange Notes who is an affiliate of ours or who intends to
participate in the Exchange Offers for the purpose of distributing the Exchange Notes (i)
will not be able to rely on the interpretations of the SEC staff set forth in the above-
mentioned no-action letters, (ii) will not be entitled to tender its Original Notes in the

Exchange Offers and (iii) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale or transfer of the
Exchange Notes unless such sale or transfer is made pursuant to an exemption from
such requirements.

Any broker-dealer who holds Original Notes acquired for its own account as a result of
market-making activities or other trading activities and who receives Exchange Notes in

exchange for such Original Notes pursuant to the Exchange Offers may be a statutory
underwriter and must deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such Exchange Notes. See "Plan of Distribution".

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Purpose of the Exchange Offers
The purpose of the Exchange Offers is to satisfy our obligations under a registration
rights agreement, dated as of September 7, 2016 (the "Registration Rights Agreement").

Consequences If You Do Not Exchange Your
Original Notes that are not tendered in the Exchange Offers or are not accepted for
Original Notes
exchange will continue to bear legends restricting their transfer. You will not be able to
offer or sell such Original Notes unless:

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· you are able to rely on an exemption from the requirements of the Securities Act; or

· the Original Notes are registered under the Securities Act.

To the extent that Original Notes are tendered and accepted in the Exchange Offers, the
trading market for any remaining Original Notes may (and likely will) be adversely

affected. See "Risk Factors -- Risks Relating to Participation in the Exchange
Offers -- If you fail to exchange your Original Notes, they will continue to be restricted
securities and may become less liquid".

After the Exchange Offers are complete, you will not have any further rights under the
Registration Rights Agreement, including any right to require us to register any

outstanding Original Notes that you do not exchange (except under limited
circumstances) or to pay you the additional interest we agreed to pay to holders of
Original Notes if we failed to timely commence and complete the Exchange Offers.

Accrued and Unpaid Interest
The Exchange Notes will bear interest from the date of original issuance of the Original
Notes (September 7, 2016) or from the most recent date on which interest on the
Original Notes has been paid, whichever is later. If your Original Notes are accepted for
exchange, you will receive interest on the corresponding Exchange Notes and not on the
Original Notes. Any Original Notes not tendered will remain outstanding and continue
to accrue interest according to their terms.

Expiration Date
The Expiration Date of the Exchange Offers will be 5:00 p.m., New York City time,
on December 15, 2016, unless extended or earlier terminated by us. The term
"Expiration Date" means such date and time or, if we extend either Exchange Offer, the
latest date and time to which we extend such Exchange Offer.

Settlement Date
The settlement of the Exchange Offers will occur promptly after the Expiration Date.

Conditions to the Exchange Offers
Each of the Exchange Offers is subject to customary conditions described in "The
Exchange Offers -- Conditions to the Exchange Offers", including, among other things,
the condition that no stop order has been issued for the registration statement of which
this

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prospectus forms a part, or any proceedings for that purpose, and that there shall not
have occurred or be reasonably likely to occur any material adverse change to our

business, operations, properties, condition, assets, liabilities, prospects or financial
affairs. Neither Exchange Offer is conditioned upon the other Exchange Offer, and we
may terminate either Exchange Offer without terminating the other Exchange Offer.

Extension; Waivers and Amendments
Subject to applicable law, we reserve the right to (1) extend either Exchange Offer; (2)
waive any and all conditions to or amend either Exchange Offer in any respect (except
as to the condition that the registration statement of which this prospectus forms a part
not being subject to a stop order or any proceedings for that purpose, which condition
we cannot waive); or (3) terminate either Exchange Offer. Neither Exchange Offer is
conditioned upon the other Exchange Offer, and we may terminate or extend either
Exchange Offer without terminating or extending the other Exchange Offer. Any
extension, waiver, amendment or termination will be followed as promptly as
practicable by a public announcement thereof, such announcement, in the case of an
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extension, to be issued no later than 9:00 a.m., New York City time, on the next
business day after the last previously scheduled Expiration Date. See "The Exchange
Offers -- Expiration Date; Extension; Termination; Amendment".

Terms of Exchange Notes
The terms of the Exchange Notes are described in this prospectus under "Description of
Exchange Notes".

Procedures for Tendering the Original Notes
You may tender your Original Notes by transferring them through The Depository Trust
Company's (the "DTC") Automated Tender Offer Program ("ATOP") or following the
other procedures described under "The Exchange Offers -- Procedures for Tendering
Original Notes".

For further information, call the Exchange Agent at the telephone numbers set forth

under "The Exchange Agent" or consult your broker, dealer, commercial bank, trust
company or other nominee for assistance.

If you are a beneficial owner of Original Notes that are held by or registered in the name
of a broker, dealer, commercial bank, trust company or other nominee or custodian and
you wish to tender your Original Notes in order to participate in the Exchange Offers,
you should contact your intermediary entity promptly and instruct it to tender the

Original Notes on your behalf. You should keep in mind that your intermediary may
require you to take action with respect to the Exchange Offers a number of days before
the Expiration Date in order for such entity to tender Original Notes on your behalf at or
prior to the Expiration Date in accordance with the terms of the Exchange Offers. See
"The Exchange Offers -- Procedures for Tendering Original Notes".

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If you are a beneficial owner of Original Notes through Euroclear or Clearstream
Luxembourg (each as defined herein) and wish to tender your Original Notes, you must
instruct Euroclear or Clearstream Luxembourg, as the case may be, to block the account

in respect of the tendered Original Notes in accordance with the procedures established
by Euroclear or Clearstream Luxembourg. You are encouraged to contact Euroclear or
Clearstream Luxembourg directly to ascertain their procedures for tendering Original
Notes.

Withdrawal Rights; Non-Acceptance
You may withdraw your tender of Original Notes at any time prior to the Expiration
Date. In the event that tendered Original Notes are not withdrawn and not accepted by us
for exchange, such Original Notes will be promptly returned to such holders or credited
to such holders' DTC account in the same manner as tendered to us, unless a holder has
indicated other delivery instructions in the related letter of transmittal or computer-
generated message. See "The Exchange Offers -- Withdrawal of Tenders" and "The
Exchange Offers -- Terms of the Exchange Offers".

Absence of Dissenters' Rights of Appraisal
You do not have dissenters' rights of appraisal with respect to the Exchange Offers. See
"The Exchange Offers -- Absence of Dissenters' Rights of Appraisal".

Certain U.S. Federal Income Tax Considerations
The exchange of notes pursuant to the Exchange Offers generally should not be a
taxable event for U.S. federal income tax purposes. See "Certain U.S. Federal Income
Tax Considerations".

Accounting Treatment
The Exchange Notes will be recorded at the same carrying value as the Original Notes
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as reflected in our accounting records on the date of the exchange. Accordingly, we will
not recognize any gain or loss for accounting purposes upon the completion of the
Exchange Offers. Payments made to other third parties will be expensed as incurred in
accordance with generally accepted accounting principles. See "The Exchange Offers --
Accounting Treatment".

Exchange Agent
The Bank of New York Mellon Trust Company, N.A. is the Exchange Agent for the
Exchange Offers. See "The Exchange Agent" herein.

Further Information
See "The Exchange Offers" for more information concerning the Exchange Offers.

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The Exchange Notes
The following summary contains basic information about the Exchange Notes. It does not contain all of the information that may be
important to you. For a more complete description of the terms of the Exchange Notes, see "Description of Exchange Notes".

Issuer
AT&T Inc.

Exchange Notes
The terms of each series of the Original Notes and the applicable series of Exchange
Notes are identical, except the Exchange Notes offered in the Exchange Offers:

· will have been registered under the Securities Act;

· will not have transfer restrictions and registration rights that relate to the Original

Notes; and

· will not have rights relating to the payment of additional interest to holders of

Original Notes if we fail to timely commence and complete the Exchange Offers.

Notes Offered
4.500% Global Notes due 2048 (the "2048 Exchange Notes") and 4.550% Global Notes
due 2049 (the "2049 Exchange Notes").

Maturity Date
March 9, 2048 for the 2048 Exchange Notes.

March 9, 2049 for the 2049 Exchange Notes.

Interest Rate
The 2048 Exchange Notes will bear interest at the rate of 4.500% per annum, payable
semi-annually in arrears in two equal payments.

The 2049 Exchange Notes will bear interest at the rate of 4.550% per annum, payable

semi-annually in arrears in two equal payments.

Interest on the Exchange Notes will accrue from September 7, 2016.

Interest Payment Dates
March 9 and September 9 of each year, commencing on March 9, 2017.

Optional Redemption
Each series of the Exchange 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
Exchange 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
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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 the Exchange Notes may be redeemed at any time on or after the applicable Par Call
Date, in whole or in part, at a redemption price

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equal to 100% of the principal amount of such series of Exchange Notes to be

redeemed. Accrued interest will be payable to the redemption date.

Series

Par Call Date

Make-Whole Spread
2048 Exchange Notes

September 9, 2047

35 bps
2049 Exchange Notes

September 9, 2048

35 bps

See "Description of Exchange Notes -- Optional Redemption of the Exchange Notes".

The Notes of each series are also redeemable at our option in connection with certain

tax events. See "Description of Exchange Notes -- Redemption Upon a Tax Event".

Form and Settlement
The Exchange 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
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 ("Clearstream Luxembourg"), or Euroclear
Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") (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 Luxembourg 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.

The Exchange Notes will be issued in minimum denominations of $2,000 and integral

multiples of $1,000 thereafter.

Listing
The Exchange Notes will not be listed for trading on any national securities exchange.

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

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RISK FACTORS
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Any investment in the Exchange Notes involves a high degree of risk, including but not limited to the risks described below. In addition, you
should carefully consider, among other things, the matters discussed under "Risk Factors" in our 2015 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, 2015 and in our Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2016 (the "Quarterly Report"), as well as the other information incorporated by
reference in this prospectus. The risks and uncertainties described below and in our Annual Report and Quarterly Report are not the only risks
and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our
business operations. If any of the following risks actually occur, our business, financial condition and results of operations could suffer. As a
result, the trading price of the Exchange Notes could decline, perhaps significantly, and you could lose all or part of your investment. The risks
discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-
looking statements. See "Forward-Looking Statements".
Risks Relating to the Exchange Notes
The Exchange Notes are unsecured and will be effectively junior to our secured indebtedness to the extent of the collateral therefor.
The Exchange Notes are senior unsecured general obligations of AT&T. Holders of our secured indebtedness, if any, will have claims that
are prior to your claims as holders of the Exchange Notes, to the extent of the assets securing such indebtedness. Thus, in the event of a
bankruptcy, liquidation, dissolution, reorganization or similar proceeding, our pledged assets would be available to satisfy obligations of our
secured indebtedness before any payment could be made on the Exchange Notes. To the extent that such assets cannot satisfy in full our secured
indebtedness, the holders of such indebtedness would have a claim for any shortfall that would rank equally in right of payment with the Exchange
Notes. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the Exchange Notes. As a
result, holders of the Exchange Notes may receive less, ratably, than holders of our secured indebtedness.
We are a holding company that conducts all of our business through our subsidiaries. Holders of the Exchange Notes will be structurally
subordinated to our subsidiaries' third-party indebtedness and obligations.
We conduct all of our business through our subsidiaries. Our cash flow and, consequently, our ability to pay interest and to service our debt,
including the Exchange Notes, are dependent upon the cash flow of our subsidiaries and the payment of funds to us by those subsidiaries in the
form of loans, dividends or otherwise. Our subsidiaries are separate and distinct legal entities and will have no obligation, contingent or otherwise,
to pay any amounts due on the Exchange Notes or to make cash available to us for that purpose. In addition, many of our operating subsidiaries are
highly regulated and may be subject to restrictions on their ability to pay dividends to us. These subsidiaries may use the earnings they generate, as
well as their existing assets, to fulfill any existing or future direct debt service requirements of such subsidiaries.
The Exchange Notes are obligations of AT&T Inc. exclusively and not of any of our subsidiaries. A significant portion of our operations is
conducted through our subsidiaries. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of third-party
creditors (including trade creditors and holders of any Original Notes issued by our subsidiaries not exchanged) and holders of preferred stock, if
any, of our subsidiaries will have priority with respect to the assets of such subsidiaries over the claims of our creditors, including holders of the
Exchange Notes. Consequently, the Exchange Notes will be structurally subordinated to all existing and future liabilities of any of our subsidiaries
and any subsidiaries that we may in the future acquire or establish.

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Risks Relating to Participation in the Exchange Offers
Our board of directors has not made a recommendation as to whether you should tender your Original Notes in exchange for Exchange Notes
in the Exchange Offers, and we have not obtained a third-party determination that the Exchange Offers are fair to holders of our Original
Notes.
Our board of directors has not made, and will not make, any recommendation as to whether holders of Original Notes should tender their
Original Notes in exchange for Exchange Notes pursuant to the Exchange Offers. We have not retained, and do not intend to retain, any
unaffiliated representative to act solely on behalf of the holders of the Original Notes for purposes of negotiating the terms of these Exchange
Offers, or preparing a report or making any recommendation concerning the fairness of these Exchange Offers. Therefore, if you tender your
Original Notes, you may not receive more than or as much value as if you chose to keep them. Holders of Original Notes must make their own
independent decisions regarding their participation in the Exchange Offers.
The Exchange Offers may be cancelled or delayed.
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