SUBJECT TO COMPLETION, DATED OCTOBER 12, 2018
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 November 14, 2018. 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 , 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 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 , 2018.