SUBJECT TO COMPLETION, DATED OCTOBER 12, 2018
PROSPECTUS
AT&T Inc.
Offers to Exchange
Up to
878,507,000 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 450,273,000 aggregate principal amount of new 1.050% Global Notes due 2023 registered under the Securities Act of 1933, for any
and all outstanding unregistered 1.050% Global Notes due 2023,
Up to 1,489,219,000 aggregate principal amount of new 1.800%
Global Notes due 2026 registered under the Securities Act of 1933, for any and all outstanding unregistered 1.800% Global Notes due 2026, and
Up to 1,260,469,000 aggregate principal amount of new 2.350% Global Notes due 2029 registered under the Securities Act of 1933, for any
and all outstanding unregistered 2.350% Global Notes due 2029.
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
1.050% Global Notes due 2023 (the 1.050% 2023 Exchange Notes) for its outstanding unregistered 1.050% Global Notes due 2023 (the 1.050% 2023 Original Notes), (iii) new registered 1.800% Global Notes due 2026 (the
2026 Exchange Notes) for its outstanding unregistered 1.800% Global Notes due 2026 (the 2026 Original Notes) and (iv) new registered 2.350% Global Notes due 2029 (the 2029 Exchange Notes and, together with
the 1.050% 2023 Exchange Notes and the 2026 Exchange Notes, the Fixed Rate Exchange Notes and, together with the Floating Rate Exchange Notes, the Exchange Notes) for its outstanding unregistered 2.350% Global Notes due 2029
(the 2029 Original Notes and, together with the Floating Rate Original Notes, the 1.050% 2023 Original Notes and the 2026 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 100,000 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 September 4, 2018, and will be payable annually in arrears on September 4, commencing on September 4, 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 March 4, June 4, September 4 and December 4 of each year, commencing on December 4, 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.
The Original Notes are currently listed on the Global Exchange Market of the Irish Stock Exchange (the ISE). We intend to delist
any remaining untendered Original Notes from the ISE and list the Exchange Notes on the New York Stock Exchange (NYSE). We expect trading in the Exchange Notes to begin within 30 days of the Settlement Date.
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. 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 of Original Notes may opt out of any Exchange Offer in accordance with the
applicable procedures of Euroclear (as defined below) or Clearstream Luxembourg (as defined below) at any time at or prior to the Expiration Date (as defined below) of the Exchange Offers. The Exchange Offers will expire at 4:00 p.m., Central
European 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 8 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.