Bond ATT 5.15% ( US00206RFU14 ) in USD

ATT

93.44 % ▼

United States

US00206RFU14 ( in USD )

5.15% per year ( payment 2 times a year)

14/02/2050

Prospectus brochure of the bond AT&T US00206RFU14 en USD 5.15%, maturity 14/02/2050

00206RFU1

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

14/08/2025 ( In 81 days )

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

AT&T's US00206RFU14 bond, a USD-denominated 5.15% coupon instrument maturing on February 14, 2050, currently trades at 93.44% of par, with a semi-annual payment frequency and ratings of BBB from S&P and Baa2 from Moody's.

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424B3 1 d613929d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-227809

PROSPECTUS

AT&T Inc.
Offers to Exchange

Up to $250,418,000 aggregate principal amount of new Floating Rate Global Notes due 2023 registered under the Securities Act of 1933, for any
and all outstanding unregistered Floating Rate Global Notes due 2023,
Up to $1,278,679,000 aggregate principal amount of new 4.900% Global Notes due 2037 registered under the Securities Act of 1933, for any and
all outstanding unregistered 4.900% Global Notes due 2037,
Up to $1,694,666,000 aggregate principal amount of new 5.150% Global Notes due 2050 registered under the Securities Act of 1933, for any and
all outstanding unregistered 5.150% Global Notes due 2050, and
Up to $643,744,000 aggregate principal amount of new 5.300% Global Notes due 2058 registered under the Securities Act of 1933, for any and all
outstanding unregistered 5.300% Global Notes due 2058.
AT&T Inc. ("AT&T") is offering to exchange (i) new registered Floating Rate Global Notes due 2023 (the "Floating Rate Exchange Notes") for its outstanding
unregistered Floating Rate Global Notes due 2023 (the "Floating Rate Original Notes"), (ii) new registered 4.900% Global Notes due 2037 (the "2037 Exchange
Notes") for its outstanding unregistered 4.900% Global Notes due 2037 (the "2037 Original Notes"), (iii) new registered 5.150% Global Notes due 2050 (the "2050
Exchange Notes") for its outstanding unregistered 5.150% Global Notes due 2050 (the "2050 Original Notes") and (iv) new registered 5.300% Global Notes due 2058
(the "2058 Exchange Notes" and, together with the 2037 Exchange Notes and the 2050 Exchange Notes, the "Fixed Rate Exchange Notes" and, together with the
Floating Rate Exchange Notes, the "Exchange Notes") for its outstanding unregistered 5.300% Global Notes due 2058 (the "2058 Original Notes" and, together with
the Floating Rate Original Notes, the 2037 Original Notes and the 2050 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 Fixed Rate Exchange Notes will accrue
from the most recent date on which interest on the Original Notes has been paid, which, for the avoidance of doubt, is August 14, 2018, and will be payable
semiannually in arrears on February 14 and August 14, commencing on February 14, 2019. Interest on the Floating Rate Exchange Notes will accrue from the most
recent date on which interest on the Original Notes has been paid, and will be payable on February 14, May 14, August 14 and November 14 of each year, commencing
on February 14, 2019. 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 November 30, 2018, unless extended or earlier terminated by us (such date, as the same may be extended or
earlier terminated with respect to any or all 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". No Exchange Offer is conditioned upon any other Exchange Offer, and we may terminate or extend any
Exchange Offer without terminating or extending the other Exchange Offers.
Investing in the Exchange Notes involves risks. See "Risk Factors" beginning on page 37 of our 2017 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, 2017 and "Risk Factors"
beginning on page 69 of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, which are incorporated by reference
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herein, and on page 9 of this prospectus, to read about factors you should consider before investing in the 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 October 31, 2018.
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
9
Use of Proceeds
12
Ratio of Earnings to Fixed Charges
13
The Exchange Offers
14
Description of Exchange Notes
24
Certain U.S. Federal Income Tax Considerations
38
Plan of Distribution
39
The Exchange Agent
40
Validity of Notes
41
Experts
41
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".

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When we refer to "we", "our" or "us" in this prospectus, we mean AT&T Inc. and its consolidated subsidiaries unless the context explicitly
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otherwise requires.
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 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 2017 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, 2017 and in AT&T's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2018, 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

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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.
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):

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1.
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on February 20, 2018 (the "Annual

Report");

2.
Our quarterly reports on Form 10-Q for the quarter ended March 31, 2018 filed with the SEC on May 3, 2018; and for the quarter ended

June 30, 2018 filed on August 2, 2018;

3.
The portions of our Proxy Statement on Schedule 14A for our 2018 annual meeting of stockholders filed with the SEC on March 12, 2018 that

are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2017; and

4.
Our current reports on Form 8-K filed on January 31, 2018, February 2, 2018, February 5, 2018, February 15, 2018, February 23,
2018, February 27, 2018, March 12, 2018, March 22, 2018, March 29, 2018, April 6, 2018, April 10, 2018, April 23, 2018, April 25,

2018, May 1, 2018, May 22, 2018, June 15, 2018, June 25, 2018, July 3, 2018, July 24, 2018, August 1, 2018, August 3, 2018, August 17,
2018, August 22, 2018, August 27, 2018, September 11, 2018, September 18, 2018, September 20, 2018, September 21, 2018, October 10,
2018, October 12, 2018 and October 24, 2018, and our current report on Form 8-K/A filed on August 27, 2018.
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 November 23, 2018.

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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 worldwide in the telecommunications, media and technology industries.
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 diversified, global leader in telecommunications, media and entertainment, and technology. We execute in the market under four
operating segments. The Communications segment provides wireless and wireline telecom, video and broadband services to customers located in the
U.S. or in U.S. territories and businesses globally. This segment contains the following reporting units: (1) Mobility provides nationwide wireless
service and equipment, (2) Entertainment Group provides video, including over-the-top (OTT) services, broadband and voice communications
services primarily to residential customers, and advertising on DIRECTV and U-verse distribution platforms, and (3) Business Wireline provides
advanced IP-based services, as well as traditional voice and data services to business customers. The WarnerMedia segment develops, produces and
distributes feature films, television, gaming and other content in various physical and digital formats globally. This segment contains the following
reporting units: (1) Turner is comprised of the WarnerMedia businesses managed by Turner as well as our Regional Sports Networks. This reporting
unit creates and programs branded news, entertainment, sports and kids multi-platform content that is sold to various distribution affiliates. Turner
also sells advertising on its networks and digital properties. (2) Warner Bros. consists of the production, distribution and licensing of television
programming and feature films, the distribution of the home entertainment products and the production and distribution of games. (3) Home Box
Office consists of premium pay television and OTT services domestically and premium pay, basic tier television and OTT services internationally, as
well as content licensing and home entertainment. The Latin America segment provides entertainment and wireless services outside of the U.S. This
segment contains the following reporting units: (1) Vrio provides video service to customers using satellite technology in Latin America and the
Caribbean, and (2) Mexico provides wireless service and equipment to customers in Mexico. The Advertising and Analytics segment provides
advertising services that utilize data insights to develop higher value targeted advertising.

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The Exchange Offers

Offeror
AT&T Inc.

The Exchange Offers
We are offering to exchange (i) our Floating Rate Exchange Notes which have been
registered under the Securities Act for a like principal amount of our outstanding
unregistered Floating Rate Original Notes, (ii) our 2037 Exchange Notes which have been
registered under the Securities Act for a like principal amount of our outstanding
unregistered 2037 Original Notes, (iii) our 2050 Exchange Notes which have been registered
under the Securities Act for a like principal amount of our outstanding unregistered 2050
Original Notes and (iv) our 2058 Exchange Notes which have been registered under the
Securities Act for a like principal amount of our outstanding unregistered 2058 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.

In addition, we have not entered into any arrangement or understanding with any person who

will receive Exchange Notes in

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the Exchange Offers to distribute those securities following completion of the Exchange

Offers. In addition, we are not aware of any person that will participate in the Exchange
Offers with a view to distribute the Exchange Notes.

Any broker-dealer who holds Original Notes acquired for its own account as a result of
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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".

Purpose of the Exchange Offers
The purpose of the Exchange Offers is to satisfy our obligations under the registration rights
agreement, dated as of April 10, 2018 (the "Registration Rights Agreement").

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

· 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 most recent date on which interest on the
Original Notes has been paid, which, for the avoidance of doubt, is August 14, 2018 with
respect to the Fixed Rate Exchange Notes and November 14, 2018 with respect to the
Floating Rate Exchange Notes. 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
November 30, 2018, unless extended or earlier terminated by us. The term "Expiration Date"
means such date and

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time or, if we extend any 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 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. No Exchange Offer is
conditioned upon any other Exchange Offer, and we may terminate any Exchange Offer
without terminating the other Exchange Offers.

Extension; Waivers and Amendments
Subject to applicable law, we reserve the right to (1) extend any Exchange Offer; (2) waive
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any and all conditions to or amend any 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 any 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 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 number 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

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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".

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,
but tenders will thereafter be irrevocable, except in limited circumstances where additional
withdrawal rights are required by law. 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".
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Accounting Treatment
The Exchange Notes will be recorded at the same carrying value as the Original Notes 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
Floating Rate Global Notes due 2023 (the "Floating Rate Exchange Notes"), 4.900% Global
Notes due 2037 (the "2037 Exchange Notes"), 5.150% Global Notes due 2050 (the "2050
Exchange Notes") and 5.300% Global Notes due 2058 (the "2058 Exchange Notes").
Interest Rates; Interest Payment Dates; Maturity Dates

Title of Series

Interest Rates

Maturity Date

Interest Accrues From

Interest Payment Dates (2)
Floating Rate Global Notes due 2023
Applicable
February 15, 2023
November 14, 2018
February 14, May 14,
LIBOR Rate
August 14 and November 14

plus 89 bps

4.900% Global Notes due 2037

4.900%(1)

August 15, 2037

August 14, 2018

February 14 and August 14
5.150% Global Notes due 2050

5.150%(1)

February 15, 2050

August 14, 2018

February 14 and August 14
5.300% Global Notes due 2058

5.300%(1)

August 15, 2058

August 14, 2018

February 14 and August 14

(1)
Per annum, payable semiannually in arrears.
(2)
The last interest payment date will align with the maturity date of the respective series of the Exchange Notes.

Optional Redemption
Each series of Fixed Rate Exchange 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 Exchange Notes of such series to be
redeemed. The redemption price will be calculated by us and will be equal to the greater of
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(1) 100% of the principal amount of the Fixed Rate Exchange Notes of such series to

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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 Exchange 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 Exchange Notes of such series, at a
redemption price equal to 100% of the principal amount of such series of Fixed Rate
Exchange Notes to be redeemed. Accrued interest will be payable to the redemption date.

Title of Series

Par Call Date

Make-Whole Spread
4.900% Global Notes due 2037

February 14, 2037
30 bps
5.150% Global Notes due 2050

August 14, 2049
35 bps
5.300% Global Notes due 2058

February 14, 2058
37.5 bps

See "Description of Exchange Notes -- The Fixed Rate Exchange Notes -- Optional

Redemption of the Fixed Rate Exchange Notes".

The Floating Rate Exchange Notes do not contain optional redemption provisions.

The Exchange 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
S.A. ("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,

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will be effected in accordance with DTC rules on behalf of the relevant international clearing

system by its U.S. depositary.

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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
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 2017 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, 2017 and in our Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2018, 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, or may not receive anything at all in any of the foregoing events.
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 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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Certain risks related to the interest rate on the Floating Rate Exchange Notes being based on the London Interbank Offered Rate.
LIBOR is the subject of ongoing national and international regulatory discussions and proposals for reform. Some of these reforms are already
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