美国电话电报美股招股说明书(2025-09-19版)

U.S.$5,000,000,000 U.S.$1,150,000,000 4.550% Global Notes due 2032U.S.$1,250,000,000 4.900% Global Notes due 2035U.S.$1,100,000,000 5.550% Global Notes due 2045U.S.$1,500,000,000 5.700% Global Notes due 2054 We will pay interest on the 4.550% Global Notes due 2032 (the “2032 Notes”) on May1 and November1 of each year, commencing on May1, 2026, the 4.900%Global Notes due 2035 (the “2035 Notes”) on May1 and November1 of each year, commencing on May1, 2026, the 5.550% Global Notes due 2045 (the “2045 Notes”)on May1 and November1 of each year, commencing on May1, 2026 and the 5.700% Global Notes due 2054 (the “2054 Notes” and, together with the 2032 Notes, the2035 Notes and the 2045 Notes, the “Notes”), on May1 and November1 of each year, commencing on May1, 2026. The 2032 Notes will mature on November1, 2032,the 2035 Notes will mature on November1, 2035, the 2045 Notes will mature on November1, 2045 and the 2054 Notes will mature on November1, 2054. We may redeem some or all of the Notes at any time and from time to time at the prices and at the times indicated under the heading “Description of the Notes—Optional Redemption” beginning on pageS-5of this prospectus supplement. The Notes will be issued in minimum denominations of $2,000 and integral multiples of$1,000 thereafter. See “Risk Factors” beginning on page 7 of our Annual Report on Form10-Kfor the fiscal year ended December31, 2024, which are incorporated byreference 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 theaccuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,including Clearstream Banking S.A. and Euroclear Bank SA/NV, against payment in New York, New York on September24, 2025. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone providesyou with different or inconsistent information, we take no responsibility for, nor can we provide any assurance as to the reliability of, any otherinformation that others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdictionwhere the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and theaccompanying prospectus, as well as information we previously filed with the Securities and Exchange Commission and incorporated byreference, is accurate as of their respective dates. Our business, financial condition, results of operations and prospects may have changed sincethose dates. The Notes are offered globally for sale in those jurisdictions in the United States, Canada, Europe, Asia and elsewhere where it is lawful tomake such offers. Prohibition of sales to EEA retail investors—The Notes are not intended to be offered, sold or otherwise made available to and should not beoffered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means aperson who is one (or more) of: (i)a retail client as defined in point (11)of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) acustomer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify asa professional client as defined in point (10)of Article 4(1) of MiFID II; or (iii)not a qualified investor as defined in Regulation (EU) 2017/1129 (asamended, the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the“PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and thereforeoffering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. Prohibition of sales to United Kingdom retail investors— The Notes are not intended to be offered, sold or otherwise made available to andshould not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, a “retail investor”means a person who is one (or more) of: (i)a retail client, as defined in point (8)of Article 2 of Regulation (EU) No 2017/565 as it forms part ofdomestic law in the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”); (ii) a customer within the meaning of theprovisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implementDirectiv